Last checked at 13 May 2016 09:00
ANNOUNCEMENT 13 May 2016
UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
EXTENSION OF OFFER TO 24 JUNE 2016
Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL) announces an update on its recommended Offer for Universal Coal plc (Universal), announced on 26 November 2015.
Extension of Offer for Universal Coal plc
CoAL wishes to advise that it has extended the Offer Period of the Offer, such that the Closing Date is now 24 June 2016.
The rationale for extending the Offer Period is to allow CoAL sufficient time to finalise the two new subscription agreements with Hengshun Zhongsheng Group Co., Ltd and Summer Trees PTE. Ltd ("the Subscribers") pursuant to which the Subscribers will subscribe for 229,885,058 and 114,942,529 CoAL Shares respectively at a price of US$0.0435 (approximately A$0.05932) per CoAL Share, for total proceeds of US$15 million ("New Subscription Agreements").
It is intended that these New Subscription Agreements will replace the YBI Subscription Agreement which was intended to be replaced by a US$15 million loan to be made available to CoAL by YBI as first noted in the notice of variation dated 8 April 2016.
Full details of the terms of the New Subscription Agreements will be disclosed if, and when, the New Subscription Agreements are signed.
CoAL expects the Offer to proceed according to the revised indicative timetable set out below.
The dates and times set out in the timetable below are indicative only and may change in accordance with the terms and conditions of the Offer, to the extent permitted by law and as described in the Offer Document. In particular, the period during which the Offer is open for acceptance may be further extended by CoAL (where permitted by law).
CDI Acceptance Expiry Time | 7.00pm (Sydney time) on 20 June 2016 |
Final date for receipt of TTE Instructions and Forms of Acceptance | 1.00pm (London time) on 24 June 2016 |
Closing Date of the Offer (unless the Offer Period is extended) | 1.00pm (London time) on 24 June 2016 |
Expected date by which settlement of consideration will first occur* | On or around 1 July 2016 |
Readmission of CoAL Shares to trading on AIM* | On or around 4 July 2016 |
Trading of Consideration Shares on AIM, ASX and JSE* | On or around 4 July 2016 |
* CoAL will pay the cash and/or issue the Consideration Shares and/or Loan Notes to which accepting Universal Shareholders are entitled within 14 calendar days of the date on which the Offer becomes or is declared wholly unconditional or, in relation to valid acceptances received after this date but while the Offer remains open for acceptance, within 14 calendar days of that acceptance.
The full notice of Notice of Variation is available on the Company's website (www.coalofafrica.com) and this announcement should be read in conjunction with that Notice of Variation. Universal Shareholders and CDI Holders should refer to the Offer Document for further instructions regarding how to accept the Offer
Status of Acceptances
CoAL wishes to advise that, as at the date of this Notice, it has received acceptances of the Offer from Universal Shareholders (including Universal CDI Holders) representing 472,404,977 Universal Shares, equating to approximately 93.23% of the total number of Universal Shares on issue.
Authorised by
David Brown
Chief Executive Officer
For more information contact:
David Brown | Chief Executive Officer | Coal of Africa | +27 10 003 8000 |
De Wet Schutte | Chief Financial Officer | Coal of Africa | +27 10 003 8000 |
Celeste Riekert | Investor Relations | Coal of Africa | +27 10 003 8000 |
Tony Bevan | Company Secretary | Endeavour Corporate Services | +61 08 9316 9100 |
Company advisors:
Matthew Armitt/Ross Allister/ Richard Crichton | Nominated Adviser and Broker | Peel Hunt LLP
| +44 20 7418 8900 |
Robert Philpot/Dennis Tucker | Corporate Advisor | Qinisele Resources | +27 11 883 6358 |
Jos Simson/Emily Fenton | Financial PR (United Kingdom) | Tavistock | +44 20 7920 3150 |
Charmane Russell/Olwen Auret | Financial PR (South Africa) | Russell & Associates | +27 11 880 3924 or +27 82 372 5816 |
Investec Bank Limited is the nominated JSE Sponsor
About CoAL:
CoAL is an AIM/ASX/JSE listed coal exploration, development and mining company operating in South Africa. CoAL's key projects include the Vele Colliery (coking and thermal coal), the Greater Soutpansberg Project /MbeuYashu, including CoAL's Makhado Project (coking and thermal coal).