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WSL - Wescoal Holdings Limited - Financial effects of acquisition of The

Release Date: 08/09/2010 11:57:01      Code(s): WSL
WSL - Wescoal Holdings Limited - Financial effects of acquisition of The        
Elandspruit Reserve and withdrawal of cautionary announcement                   
Wescoal Holdings Limited                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 2005/006913/06)                                            
(JSE code: WSL ISIN: ZAE000069639)                                              
("Wescoal" or "the company")                                                    
CAUTIONARY ANNOUNCEMENT                                                         
1    INTRODUCTION                                                               
Shareholders are referred to the announcement dated 10 August 2010 where it was 
announced that Wescoal Mining (Pty) Limited ("Wescoal Mining"), a wholly owned  
subsidiary of Wescoal has, subject to certain conditions precedent, purchased   
from South African Mining Management (Pty) Limited ("SAMM"), the shares and loan
accounts of its wholly owned subsidiary Nungu Trading 341 (Pty) Limited         
("Nungu"). Nungu owns specified assets and prospecting rights situated on       
Portions 4 and 23 Elandspruit 291 JS ("Elandspruit reserve") ("the proposed     
Below are the financial effects of the proposed acquisition and details of the  
restriction on sale of shares issued to SAMM.                                   
2    PRO FORMA FINANCIAL EFFECTS                                                
The unaudited pro forma financial effects are provided for illustrative purposes
only to provide information about how the proposed acquisition may have impacted
on Wescoal`s results and financial position.  Due to the nature of the unaudited
pro forma financial information, it may not give a fair presentation of the     
group`s results and financial position after the proposed acquisition.          
The unaudited pro forma financial effects are based on the audited financial    
information for the year ended 31 March 2010 as announced on SENS on 9 June     
The unaudited pro forma financial effects have been included in terms of the JSE
Listings Requirements.  The directors of Wescoal are responsible for the        
preparation of the unaudited pro forma financial effects.                       
                                  Audited         Unaudited pro   % Change      
                                  results for     forma after                   
                                  the year ended  the                           
31 March 2010   acquisition 31                
                                                  March 2010                    
Earnings per share (cents)        4.6             3.4             (25.13)%      
Headline earnings per share       4.3             3.2             (26.12)%      
Fully diluted attributable        4.6             3.4             (25.13)%      
earnings per share (cents)                                                      
Fully diluted headline earnings   4.3             3.2             (26.12)%      
per share (cents)                                                               
Net asset value per share (cents) 114.20          113.80          (0.35)%       
Net tangible asset value per      63.32           40.68           (35.75)%      
share (cents)                                                                   
Shares in issue at year end       145 931         163 322                       
Weighted average number of shares 145 931         163 322                       
in issue (`000)                                                                 
Fully diluted weighted average    146 314         163 705                       
shares in issue (`000)                                                          
    (1)  The "before the acquisition" column has been extracted without         
adjustment from the audited results of Wescoal for the year ended 31   
         March 2010.                                                            
    (2)  The "after acquisition" earnings and headline earnings per share have  
         been based on the audited accounts of Nungu for the year ended 28      
February 2010.                                                         
    (3)  The earnings and headline earnings per share were calculated as if the 
         acquisition took place on 1 April 2009.                                
    (4)  Assumed that 17 391 304 new ordinary Wescoal shares will be issued to  
SAMM at 115 cents per share for the partial settlement of the purchase 
    (5)  The net asset value and net tangible asset value per share were        
         calculated as if the acquisition took place on 31 March 2010.          
(6)  No goodwill will arise on the acquisition.                             
    (7)  Interest foregone has been calculated at an interest rate of 6% on the 
         cash portion of the purchase price being R25 million.                  
3    RESTRICTION ON SALE OF SHARES                                              
In terms of the sale of shares agreement entered into between Wescoal Mining and
SAMM, Wescoal has to issue 17 391 304 ordinary shares at 115 cents per share to 
Nungu in partial settlement of the purchase price. Certain restrictions were    
placed on the sale of these shares by SAMM for a two year period.               
4.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                      
Caution is no longer required to be exercised by shareholders when dealing in   
their securities.                                                               
5    FURTHER ANNOUNCEMENT                                                       
Shareholders will be informed once the circular is mailed of the date of the    
general meeting to approve the proposed acquisition.                            
Exchange Sponsors                                                               
8 September 2010                                                                
Date: 08/09/2010 11:57:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
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employees and agents accept no liability for (or in respect of) any direct,     
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howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          

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