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Wescoal Holdings Limited - Wescoal/keaton Energy -joint Announcement For Wescoal And Keaton Energy-posting Of Circulars And Notices Of Meetings

Release Date: 04/05/2017 09:28:00      Code(s): WSL KEH     
WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
ISIN: ZAE000069639
(?Wescoal?)

KEATON ENERGY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/011090/06)
Share code: KEH
ISIN: ZAE000117420
(?Keaton Energy?)

JOINT ANNOUNCEMENT - POSTING OF THE WESCOAL CIRCULAR AND THE SCHEME
CIRCULAR, INCLUDING NOTICES OF GENERAL MEETINGS OF WESCOAL
SHAREHOLDERS AND KEATON ENERGY SHAREHOLDERS, RESPECTIVELY,
RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED
ORDINARY SHARE CAPITAL OF KEATON ENERGY (?TRANSACTION?)

1. Circulars and notices of meetings

Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer
announcement (?Firm Intention Announcement?) published by Wescoal and Keaton Energy
on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise,
capitalised terms used in this announcement have the same meanings as given in the Firm
Intention Announcement.

Wescoal and Keaton Energy Shareholders are hereby advised that:

   1.1 Wescoal has today (Thursday, 4 May 2017) posted a circular pertaining to the
       Transaction (?Wescoal Circular?) to Wescoal Shareholders, which document
       incorporates a notice of general meeting of Wescoal Shareholders (?Wescoal General
       Meeting?) to be held at the registered office of Wescoal (?Wescoal?s Registered
       Office?), being 1st Floor, Building 10, Woodmead Business Park, 142 Western Service
       Road, Woodmead, at 08:00 on Friday, 2 June 2017; and
   1.2 Wescoal and Keaton Energy have today (Thursday, 4 May 2017) posted a combined
       offer circular pertaining to the Scheme and the Standby Offer (?Scheme Circular?) to
       Keaton Energy Shareholders, which document incorporates a notice of general
       meeting of Keaton Energy Shareholders (?Scheme Meeting?) to be held at
       Aquamarine, Ground Floor, The Forum, Wanderers Building, The Campus (Dimension
       Data), 57 Sloane Street (corner of Main Street), Bryanston, Sandton, at 10:00 on
       Friday, 2 June 2017.

Copies of the Wescoal Circular and the Scheme Circular are available on Wescoal?s website
at www.wescoal.com and may be obtained at Wescoal?s Registered Office and the offices of
Wescoal?s Sponsor, Nedbank Corporate and Investment Banking, a division of Nedbank
Limited (3rd Floor, Corporate Place, 135 Rivonia Road, Sandton) from 4 May 2017 to 2 June
2017.

Copies of the Scheme Circular are available on Keaton Energy?s website at
www.keatonenergy.co.za and may be obtained at Keaton Energy?s registered office (Ground
Floor, Block H, The Braes, 3 Eaton Road, Bryanston) from 4 May 2017 to 2 June 2017.

The regulatory approvals required from the South African Reserve Bank, the JSE Limited and
the Takeover Regulation Panel for the distribution of the Wescoal Circular and the Scheme
Circular to Wescoal Shareholders and Keaton Energy Shareholders, respectively, have been
obtained.

2. Increase in the Scheme Consideration

Subsequent to the date of signature of the Firm Intention Offer Letter, Keaton Energy issued
a further 690 374 Keaton Energy Shares in terms of the ESOPs. As such, Wescoal and
Keaton Energy agreed to increase the aggregate Scheme Consideration from R525 589 661
to R526 832 334, with a resultant increase in the Cash Component from R350 393 107 to
R351 221 556 and the Consideration Shares from 87 598 277 to 87 805 389. The pro forma
financial effects as contained in the joint announcement dated 23 February 2017 therefore
reflect the Scheme Consideration per the Firm Intention Offer Letter before it was revised to
take into account the aforementioned Keaton Energy Share issue, and the pro forma financial
information in the Wescoal Circular and the Scheme Circular reflect the increased Scheme
Consideration.

3. Salient dates and times

Set out below are the salient dates and times pertaining to the implementation of the
Transaction for each of the Wescoal Shareholders and Keaton Energy Shareholders. These
dates and times are subject to amendment by mutual agreement between Keaton Energy
and Wescoal and with the approval of the JSE and/or the Takeover Regulation Panel. Any
such amendment will be released on SENS.

3.1 Salient dates and times for Wescoal Shareholders

                                                                                    2017
 Record date to determine which Wescoal Shareholders are eligible         Friday, 28 April
 to receive the Wescoal Circular
 Circular (together with the notice convening the Wescoal General          Thursday, 4 May
 Meeting) posted to Wescoal Shareholders
 Announcement relating to the issue of the Wescoal Circular                Thursday, 4 May
 (together with the notice convening the Wescoal General Meeting)
 released on SENS
 Announcement relating to the issue of the Wescoal Circular                  Friday, 5 May
 (together with the notice convening the Wescoal General Meeting)
 published in the press
 Last day to trade to be entitled to vote and participate in the           Tuesday, 23 May
 Wescoal General Meeting
 Record date to be entitled to vote and participate in the Wescoal          Friday, 26 May
 General Meeting
 Last day to lodge forms of proxy for the Wescoal General Meeting        Wednesday, 31 May
 (by 08:00)
 Wescoal General Meeting to be held at 08:00                                Friday, 2 June
 Results of the Wescoal General Meeting to be released on SENS              Friday, 2 June
 Results of the Wescoal General Meeting published in the press              Monday, 5 June
 Expected date of fulfilment of the Scheme Conditions                     Tuesday, 20 June
 Finalisation date announcement expected to be released on SENS           Tuesday, 20 June
 Consideration Shares expected to be listed on the JSE from             Wednesday, 28 June
 commencement of trade
 Scheme Consideration expected to be settled                                Monday, 3 July

3.2 Salient dates and times for Keaton Energy Shareholders

The dates and times in the tables below are based on the assumption that there are no
dissenting Keaton Energy Shareholders.
                                                                                  2017
  Record date to determine which Keaton Energy Shareholders
  are entitled to receive the Scheme Circular                            Friday, 28 April
  Posting of the Scheme Circular to Keaton Energy                         Thursday, 4 May
  Shareholders and notice convening the Scheme Meeting
  released on SENS
  Notice convening the Scheme Meeting published in the press                Friday, 5 May
  Last day to trade in Keaton Energy Shares in order to be                Tuesday, 23 May
  recorded in the register on the voting record date
  Voting record date in respect of being eligible to vote at the           Friday, 26 May
  Scheme Meeting
  Forms of proxy to be received by 10:00                                Wednesday, 31 May
  Last date for Keaton Energy Shareholders to give notice in               Friday, 2 June
  terms of section 164 of the Companies Act objecting to the
  Scheme Special Resolution (?Dissenting Shareholders?)
  before 10:00
  Scheme Meeting at 10:00                                                  Friday, 2 June
  Results of the Scheme Meeting released on SENS                           Friday, 2 June
  Results of the Scheme Meeting published in the press                     Monday, 5 June
  
  If the Scheme IS APPROVED by Keaton Energy
  Shareholders at the Scheme Meeting

  Last date on which Keaton Energy Shareholders can require                Friday, 9 June
  Keaton Energy to seek Court approval in terms of section
  115(3)(a) of the Companies Act, if at least 15% of the total
  votes of Keaton Energy Shareholders at the Scheme Meeting
  were exercised against the Scheme
  Last date on which Keaton Energy Shareholders can make                  Monday, 19 June
  application to the Court in terms of section 115(3)(b) of the
  Companies Act  
  Last day for Keaton Energy to send notice of adoption of                Monday, 19 June
  Scheme Special Resolution to Dissenting Shareholders, in
  accordance with section 164 of the Companies Act
  Scheme finalisation announcement expected to be                        Tuesday, 20 June
  released on SENS
  Scheme finalisation announcement expected to be published            Wednesday, 21 June
  in the press
  Expected last day to trade in Keaton Energy Shares in order            Tuesday, 27 June
  to be recorded in the register on the scheme consideration
  record date                                                                                 
  Expected date for suspension of listing of Keaton Energy              Wednesday, 28 June
  Shares from the JSE expected to be at the commencement of
  trading
  Announcement released on SENS in respect of the cash                   Thursday, 29 June
  payment applicable to fractional entitlements
  Expected scheme consideration record date on which Keaton                Friday, 30 June
  Energy Shareholders must be recorded in the register to
  receive the Scheme Consideration due to them
  Expected scheme implementation date - date of payment of                  Monday, 3 July
  the Scheme Consideration due to scheme participants, to be
  paid electronically or posted to certificated Keaton Energy
  Shareholders (if the form of surrender (pink) and documents
  of title are received by the transfer secretaries on or before
  12:00 on the scheme consideration record date)
  Dematerialised Keaton Energy Shareholders expected to                     Monday, 3 July
  have their accounts held at their CSDP or broker debited with
  the Keaton Energy Shares and credited with the Scheme
  Consideration due to them
  Expected termination of listing of the Keaton Energy Shares              Tuesday, 4 July
  from the JSE at the commencement of trading at 09:00
  
  Timetable if Scheme FAILS:
  
  If the Scheme fails, Wescoal will be entitled to elect to make the Standby Offer to the Keaton
  Energy Shareholders within 10 business days after the Scheme has failed, by announcing its
  election on SENS. The relevant dates in respect of the Standby Offer will be confirmed in an
  announcement post failure of the Scheme. The proposed indicative dates are set out below:
                                                                                    
                                                                                    2017
  Results of Scheme Meeting released on SENS                                 Friday, 2 June
  Expected date of opening of the Standby Offer on                           Friday, 2 June
  Expected finalisation announcement published on SENS                      Tuesday, 4 July
  Expected last day to trade to take up the Standby Offer                  Tuesday, 18 July
  Expected date of the suspension of the listing of Keaton               Wednesday, 19 July
  Energy Shares on the JSE
  Expected Standby Offer record date                                        Friday, 21 July
  Expected Standby Offer closing date at 12:00                              Friday, 21 July
  Expected Standby Offer payment date                                       Monday, 24 July
  Expected termination of the listing of the Keaton Energy                 Tuesday, 25 July
  Shares at commencement of trade on the JSE

4. Keaton Energy responsibility statement

The Keaton Energy Independent Board accepts responsibility for the information contained
in this announcement to the extent that it relates to Keaton Energy. To the best of their
knowledge and belief, the information contained in this announcement is true and nothing has
been omitted which is likely to affect the importance of the information.

5. Wescoal responsibility statement

The Wescoal Board accepts responsibility for the information contained in this announcement
to the extent that it relates to Wescoal. To the best of their knowledge and belief, the
information contained in this announcement is true and nothing has been omitted which is
likely to affect the importance of the information.

Johannesburg
4 May 2017

Investment Bank, Corporate Advisor and Sponsor to Wescoal
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Advisor to Wescoal
Edward Nathan Sonnenbergs Inc.

Corporate Advisor to Keaton Energy
Taurum Proprietary Limited

Legal Advisor to Keaton Energy
Werksmans Inc.

Sponsor to Keaton Energy
Investec Bank Limited

Date: 04/05/2017 09:28:00 Supplied by www.sharenet.co.za                     
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