Wescoal Holdings Limited - Combined Claw-back And Rights Offer Finalisation AnnouncementRelease 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
(?Wescoal? or ?the Company?)
COMBINED CLAW-BACK AND RIGHTS OFFER FINALISATION ANNOUNCEMENT
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
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
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
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
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-
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
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
10 November 2015
Investment bank, corporate advisor and sponsor
Nedbank Corporate and Investment Banking
Mkhabela Huntley Adekeye Incorporated
Date: 10/11/2015 03:18:00 Supplied by www.sharenet.co.za
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