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Sah - South African Coal Mining Holdings Limited - Update In

Release Date: 27/08/2010 17:26:02      Code(s): SAH
SAH - South African Coal Mining Holdings Limited - Update in                    
respect of mandatory offer; further cautionary announcement                     
South African Coal Mining Holdings Limited                                      
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009012/06                                              
Share code : SAH ISIN : ZAE0000102034                                           
("SACMH" or "the company")                                                      
UPDATE IN RESPECT OF MANDATORY OFFER;                                           
FURTHER CAUTIONARY ANNOUNCEMENT;                                                
RESULTS OF ANNUAL GENERAL MEETINGS;                                             
PROVISIONAL LIQUIDATION ORDER DISCHARGED; AND                                   
CHANGE TO THE BOARD AND COMPANY SECRETARY                                       
Mandatory offer                                                                 
Shareholders are referred to the announcement released on SENS on               
20 May 2010 that JSW Energy Limited ("JSW") had entered into                    
certain agreements  in respect of the shares of Royal Bafokeng                  
Capital (Pty) Limited which, for purposes of the Securities                     
Regulation Code on Take-overs and Mergers ("SR Code"), had                      
triggered a change in control of SACMH. Consequently, SACMH was                 
obliged to make a mandatory offer to all the remaining shareholders             
of SACMH.                                                                       
Shareholders are advised that the requisite circular containing the             
offer document as well as the response by the board of SACMH were               
drafted and submitted to the Securities Regulation Panel ("SRP")                
for approval.                                                                   
In terms of Rule 6.3 of the SR Code, where a change of control                  
takes place and the offeree company is a pyramid company, the                   
offeror shall make a comparable offer to holders of the relevant                
securities of the controlled company (in this case SACMH).                      
JSW proposed that the comparable offer price to be offered to the               
remaining shareholders of SACMH was 30 cents per share. As is its               
normal practice, the SRP required that the comparable price be                  
independently verified. On 24 August 2010 the SRP ruled that the                
comparable offer price was greater than 30 cents per share.                     
JSW disputed this calculation and appealed against the ruling. The              
SRP informed JSW on 26 August 2010 that the terms of office of the              
members of the SRP ended on 16 August 2010 and that the Minister of             
Trade and Industry has not as yet appointed new members of the                  
Panel in terms of the Companies Act, 1973. As soon as possible                  
after the Minister has appointed new members, a date for the                    
hearing of the appeal will be determined. The offer can therefore               
not proceed until the offer price has been finalized and the SRP                
and JSE have approved the circular.                                             
Further cautionary announcement                                                 
Although the trading in the company`s shares on the JSE is still                
suspended, shareholders are advised to continue exercising caution              
when dealing in the company`s securities until a further                        
announcement is made in respect of the offer.                                   
Results of 2008 AGM                                                             
Shareholders are advised that, at the Annual General Meeting of                 
SACMH shareholders in respect of the 2008 financial year held on 26             
August 2010, all the resolutions were passed by the requisite                   
majorities of shareholders present and represented by proxy, with               
the exception of the first ordinary resolution which would have                 
placed the authorised but unissued shares in the capital of the                 
company under the control of the directors. The special resolution              
will be submitted for registration with the Registrar of Companies              
in due course.                                                                  
Results of 2009 AGM                                                             
Shareholders are advised that, at the Annual General Meeting of                 
SACMH shareholders in respect of the 2009 financial year held on 26             
August 2010, all the resolutions were passed by the requisite                   
majorities of shareholders present and represented by proxy, with               
the exception of the first ordinary resolution which would have                 
placed the authorised but unissued shares in the capital of the                 
company under the control of the directors. The second special                  
resolution was amended before being passed, by deleting the words               
"of R17 500 000", thereby resolving that the loan to SACMH by                   
Mainsail, plus interest, be converted into equity in SACMH on                   
certain terms. The special resolutions will be submitted for                    
registration with the Registrar of Companies in due course.                     
Provisional liquidation order discharged                                        
The company`s assets fairly valued vastly exceed its liabilities.               
It has received a major capital injection from JSW Energy Natural               
Resources South Africa (Pty) Limited and it is solvent. The project             
to resume mining activities is in its final stages and mining is                
expected to recommence in September.                                            
A minor creditor, through an administrative oversight, obtained an              
unopposed provisional liquidation order by default. The creditor                
was immediately paid and the provisional liquidation order was                  
discharged by the court on Friday, 27 August 2010.                              
Change to the board of directors and company secretary                          
Mr Grant Scrutton resigned as Chief Executive Officer with effect               
from 31 August 2010. The Nominations Committee is interviewing                  
candidates and hopes to announce the name of his successor soon. A              
financial director will also be appointed as soon as possible.                  
The services of Sylvan CSI as company secretary were terminated and             
a new secretary will be appointed in due course.                                
27 August  2010                                                                 
Johannesburg                                                                    
Sponsor                                                                         
Exchange Sponsors                                                               
Date: 27/08/2010 17:26:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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