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Sah - South African Coal Mining Holdings Limited - Amendment Of Put And

Release Date: 05/08/2011 15:34:01      Code(s): SAH
SAH - South African Coal Mining Holdings Limited - Amendment of put and         
call agreement                                                                  
South African Coal Mining Holdings Limited                                      
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009012/06                                              
Share code: SAH ISIN: ZAE000102034                                              
("SACMH" or "the company")                                                      
AMENDMENT OF PUT AND CALL AGREEMENT                                             
Shareholders are referred to the circular to shareholders dated 26              
November 2010.  In terms of a put and call agreement dated 13 April             
2010, and subsequently amended on two occasions, JSW Energy Natural             
Resources South Africa Proprietary Limited ("JSW") was entitled to              
acquire:                                                                        
(a)  from Royal Bafokeng Ventures Proprietary Limited ("RBV") 50.2% of          
    the issued shares in Royal Bafokeng Capital Proprietary Limited             
("RBC") ("RBV Shares") for a purchase price equal to the sum of:            
    (i)  R1.00 for each RBV Share; plus                                         
    (ii) 30 cents for each of the shares in SACMH indirectly held by            
         RBV; plus                                                              
(iii)interest at the call rate from 13 June 2010 until the                   
         implementation date, being the 2nd business day following the          
         exercise of the put or call, as the case may be ("the                  
         Implementation Date")                                                  
("RBV Purchase Price");                                                      
(b) from RBH Resources Holdings Proprietary Limited ("RBH") the entire          
   issued share capital in Mainsail Trading 55 Proprietary Limited              
   ("Mainsail") ("RBH Shares")  and including all amounts owing by the          
company to Mainsail ("Mainsail Claim") for an aggregate purchase             
   price of R15 420 520 comprising:                                             
    (i)   R1.00 for each RBH Share; plus                                        
    (ii)  30 cents for each of the shares in SACMH directly held by             
Mainsail; plus                                                        
   (iii)  the Mainsail Claim; plus                                              
    (iv)  interest at the call rate from 13 June 2010 until the                 
         Implementation Date                                                    
("RBH Purchase Price").                                                     
The put and call option was exercisable by the 30th day after the               
effective date.  This date has now been extended by agreement to 31             
October 2011.  Furthermore, JSW has agreed to advance a bridging loan           
to RBV and/or RBH in an amount equivalent to the RBV Purchase Price and         
the RBH Purchase Price, which loan shall be immediately repayable on            
the exercise of the put or call, as the case may be, and set-off                
against the payment of the RBV Purchase Price and the RBH Purchase              
Price.                                                                          
In addition, the respective purchase prices have been clarified as              
follows:                                                                        
(a)  the RBV Purchase Price will be the sum of:                                 
(i)  R1.00 for each RBV Share amounting to R5 020.00; plus                  
    (ii) R0.30 (thirty cents) for each of the shares in SACMH                   
         indirectly held by RBV amounting to R36 839 261.22; plus               
   (iii)interest at the call rate from 13 June 2010 until the loan              
advance date;                                                          
(b) the RBH Purchase Price will be an aggregate of R15 420 520 plus             
   interest at the call rate from 13 June 2010 until the loan advance           
   date.  The amount of R15 420 520 is made up of:                              
(i)  R1.00 for each RBH Share; plus                                         
    (ii) 30 cents for each of the shares in SACMH directly held by              
         Mainsail; plus                                                         
   (iii)R9,420,420 towards the assignment of the Mainsail Claim in              
favour of JSW.                                                         
5 August 2011                                                                   
Johannesburg                                                                    
Sponsor                                                                         
Exchange Sponsors                                                               
Date: 05/08/2011 15:34:01 Supplied by www.sharenet.co.za                     
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