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Wescoal Holdings Limited - Combined Claw-back And Rights Offer Finalisation Announcement

Release Date: 10/11/2015 15:18:00      Code(s): WSL     
Wescoal Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
JSE share code: WSL
ISIN: ZAE000069639
(?Wescoal? or ?the Company?)


COMBINED CLAW-BACK AND RIGHTS OFFER FINALISATION ANNOUNCEMENT

1.    Introduction

      Wescoal shareholders (?Shareholders?) are referred to the declaration announcement released on
      Stock Exchange News Services (?SENS?) on Thursday, 5 November 2015 and in the South African press
      on Friday, 6 November 2015 (?Declaration Announcement?), wherein the Shareholders were advised
      that Wescoal intends to raise a maximum of R65 million by way of a renounceable combined claw-back
      and rights offer (?Combined claw-back and rights offer?).
      The terms of the Combined claw-back and rights offer have now been finalised and all conditions
      precedent to the Combined claw-back and rights offer have been fulfilled. Accordingly, the Combined
      claw-back and rights offer will proceed on the terms and in accordance with the timetable as set out in
      the Declaration Announcement, which timetable is also shown in paragraph 3 below.

      Undefined terms used in this announcement have the same meaning as those in the Declaration
      Announcement unless otherwise defined herein.

2.    Terms of the Combined claw-back and rights offer

      In terms of the Combined claw-back and rights offer, 49 041 904 new ordinary shares of no par value
      will be offered to Qualifying Shareholders in the ratio of 23.78944 Combined claw-back and rights offer
      shares for every 100 Wescoal ordinary shares held on the record date, being Friday, 20 November 2015,
      at an issue price of 132 cents per Combined claw-back and rights offer share.

      Simeka Capital Holdings Proprietary Limited has committed to fully subscribe for a maximum of 30
      303 030 new ordinary shares of no par value which shall not have been subscribed for by Qualifying
      Shareholders pursuant to the Combined claw-back and rights offer for a subscription consideration of
      R40 million payable to the Company in advance prior to the opening of the Combined claw-back and
      rights offer on Monday, 16 November 2015.

      Applications for additional Combined claw-back and rights offer shares will not be permitted.

3.    Salient dates and times

      The final salient dates and times in respect of the Combined claw-back and rights offer are set out
      below:

                                                                                                         2015
       Last day to trade in Wescoal shares on the JSE in order to be entitled to          Friday, 13 November
       participate in the Combined claw-back and rights offer on

       Listing and trading on the JSE of the letters of allocation with the JSE           Monday, 16 November
       Code WSLN and ISIN ZAE000210399 from the commencement of trade
       on

       Wescoal shares commence trading ex-Combined claw-back and rights                   Monday, 16 November
       offer entitlement on the JSE from

       Subscription Amount paid to Wescoal by the Subscriber in accordance                Monday, 16 November
       with the Subscription Agreement on

       Allotment of Claw-back shares to the Subscriber on                                 Monday, 16 November

       Circular, including form of instruction (where applicable), mailed to             Tuesday, 17 November
       Qualifying Certificated Shareholders on

       Record date in order to be entitled to participate in the Combined claw-           Friday, 20 November
       back and rights offer on

       Combined claw-back and rights offer opens on                                       Monday, 23 November

       Letters of allocation credited to an electronic account held at the                Monday, 23 November
       transfer secretaries in respect of Qualifying Certificated Shareholders on

       CSDP or broker accounts credited with entitlements in respect of                   Monday, 23 November
       Qualifying Dematerialised Shareholders on

       Combined claw-back and rights offer circular mailed to Qualifying                 Tuesday, 24 November
       Dematerialised Shareholders (where applicable) on

       Last day to trade in the letters of allocation on the JSE on                       Friday, 27 November

       Listing and trading on the JSE of the Combined claw-back and rights                Monday, 30 November
       offer shares commences at 09h00 on

       Payment to be made, and form of instruction to be lodged, with the                  Friday, 4 December
       transfer secretaries by Qualifying Certificated Shareholders by 12h00 on

       Combined claw-back and rights offer closes at 12h00 on                              Friday, 4 December

       Record date for the letters of allocation on                                        Friday, 4 December

       Combined claw-back and rights offer shares issued on                                Monday, 7 December

       Claw-back shares not accepted in terms of the Combined claw-back and                Monday, 7 November
       rights offer, issued to the Subscriber on

       CSDP or broker accounts of Qualifying Dematerialised Shareholders                   Monday, 7 December
       debited and updated with entitlements to the Combined claw-back and
       rights offer shares on

       Share certificates posted to Qualifying Certificated Shareholders in                Monday, 7 December
       respect of entitlements to the Combined claw-back and rights offer on

       Results of the Combined claw-back and rights offer announcement                     Monday, 7 December
       released on SENS on

       Refund to the Subscriber in terms of Claw-back shares taken up by                  Tuesday, 8 December
       Qualifying Shareholders on


       Notes:
       1. All times indicated above are South African times.

       2. Qualifying Dematerialised Shareholders are required to notify their appointed CSDP or broker of
          their acceptance or otherwise of the Combined claw-back and rights offer in the manner and time
          stipulated in the agreement governing the relationship between such shareholder and their CSDP or
          broker.

       3. Share certificates may not be dematerialised or re-materialised between Monday, 16 November
          2015 and Friday, 20 November 2015, both days inclusive.

       4. The CSDP or broker accounts of Qualifying Dematerialised Shareholders will be automatically
          credited with new Wescoal ordinary shares to the extent to which they have accepted the
          Combined claw-back and rights offer. Wescoal share certificates will be posted, by registered post at
          the shareholders? risk, to Qualifying Certificated Shareholders in respect of the Combined claw-back
          and rights offer shares which have been accepted.
 
       5. CSDPs effect payment in respect of Qualifying Dematerialised Shareholders on a delivery-versus-
          payment method.


4.    Further notices

      The Circular and a form of instruction in respect of a letter of allocation, where applicable, will be
      posted to Qualifying Certificated Shareholders on or about Tuesday, 17 November 2015. The Circular
      will be posted to Qualifying Dematerialised Shareholders on or about Tuesday, 24 November 2015.

      The Circular will also be available on the website of the Company (www.wescoal.com) from Monday, 16
      November 2015.

5.    Jurisdiction

      The Combined claw-back and rights offer does not constitute an offer in any jurisdiction in which it is
      illegal to make such an offer.
      The Combined claw-back and rights offer shares have not been, and will not be, registered under the
      Securities Act of the United States. Accordingly, the Combined claw-back and rights offer shares may
      not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States
      or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the
      Securities Act of the United States.
      The Combined claw-back and rights offer does not constitute an offer in the District of Columbia, the
      United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other
      jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.
      Shareholders resident outside of the Common Monetary Area should consult their professional advisors
      to determine whether any governmental or other consents are required or other formalities need to be
      observed to allow them to take up the Combined claw-back and rights offer, or trade their entitlement.
      Shareholders holding Wescoal ordinary shares on behalf of persons who are resident outside of the
      Common Monetary Area are responsible for ensuring that taking up the Combined claw-back and rights
      offer, or trading in their entitlements under that offer, do not breach regulations in the relevant
      overseas jurisdictions.

Johannesburg
10 November 2015


Investment bank, corporate advisor and sponsor
Nedbank Corporate and Investment Banking


Legal advisor
Mkhabela Huntley Adekeye Incorporated

Date: 10/11/2015 03:18:00 Supplied by www.sharenet.co.za                     
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