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Wescoal Holdings Limited - Joint Announcement-results Of Meetings Relating To Offer By Wescoal To Acquire Entire Issued Share Capital Of Keaton

Release Date: 02/06/2017 12:30:00      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 ? RESULTS OF MEETINGS RELATING TO THE OFFER BY
WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF
KEATON ENERGY (?TRANSACTION?)

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.

1. Wescoal General Meeting

   Wescoal Shareholders are advised that the voting results at the Wescoal General Meeting
   held at 08:00 on Friday, 2 June 2017, regarding the approval by Wescoal Shareholders for
   the implementation of the Transaction, were as follows:

  Resolution                  Number of     Number of      For 2         Against 2   Abstained 3
                              Wescoal       Wescoal
                              Shares        Shares
                              present  at   present as a
                              the Wescoal   percentage
                              General       of Wescoal
                              Meeting       Shares    in
                                            issue 1

  Ordinary
  Resolution 1: Approval of
  the Transaction as a
  Category 1 transaction in
  terms of the JSE Listings
  Requirements                230 707 163   63.64%         100.00%       0.00%       0.08%



  Note:
  1       Based on 362 528 951 Wescoal Shares in issue as at the date of the Wescoal General
          Meeting.

  2       In relation to the total number of Wescoal Shares voted (whether for or against) at the
          Wescoal General Meeting.                                                                                   

  3       In relation to the total number of Wescoal Shares capable of being voted at the Wescoal
          General Meeting, being 362 528 951 Wescoal Shares in issue less 12 504 000 Wescoal
          Shares held in treasury.

   Based on the above voting results (i) the Wescoal General Meeting was quorate; and (ii)
   the resolution was passed by the requisite majority of Wescoal Shareholders present in
   person or represented by proxy at the Wescoal General Meeting.

2. Scheme Meeting

   Keaton Energy Shareholders are advised that the voting results at the Scheme Meeting
   held at 10:00 on Friday, 2 June 2017, regarding the approval by Keaton Energy
   Shareholders for the implementation of the Scheme, were as follows:

 Resolution                  Number of      Number of       For 2         Against 2,4   Abstained 3
                             Keaton         Keaton
                             Energy         Energy
                             Shares         Shares
                             present  at    present as a
                             the Scheme     percentage
                             Meeting        of   Keaton
                                            Energy
                                            Shares    in
                                            issue 1
                             
 Special Resolution 1:
 Approval and
 implementation of the
 Scheme                      243 234 068    83.10%          99.41%        0.59%         0.06%
                             
 Special Resolution 2:
 Revocation of Special
 Resolution 1 in terms of
 section 164(9)(c) of the
 Companies Act               243 234 068    83.10%          99.37%        0.63%         0.10%

                            
 Ordinary Resolution 1:
 Delisting Resolution        243 234 068    83.10%          99.41%        0.59%         0.06%
                             
 Ordinary Resolution 2:
 Authority                   243 234 068    83.10%          99.41%        0.59%         0.10%


  Note:
  1       Based on 292 684 630 Keaton Energy Shares in issue as at the date of the Scheme Meeting.

  2       In relation to the total number of Keaton Energy Shares voted at the Scheme Meeting.

  3       In relation to the total number of Keaton Energy Shares capable of being voted at the
          Scheme Meeting, being 292 684 630 Keaton Energy Shares in issue.

  4       Keaton Energy received written objections from Keaton Energy Shareholders in terms of
          section 164 of the Companies Act (representing 0.58% of the Keaton Energy Shares present
          at the Scheme Meeting).

   Based on the above voting results (i) the Scheme Meeting was quorate; and (ii) the
   resolutions were passed by the requisite majority of Keaton Energy Shareholders present
   in person or represented by proxy at the Scheme Meeting.                                                                                            

3. Update on the fulfilment of Scheme Conditions

   As regards the fulfilment of the Scheme Conditions, the last remaining material Scheme
   Condition that is not capable of being waived is the unconditional approval of the
   Transaction by the relevant competition authorities, or the conditional approval which is
   subject to Wescoal and Keaton Energy?s acceptance of the terms and conditions imposed
   by the competition authorities.

   The Transaction merger notification was filed with the Competition Commission
   (?Commission?) on 6 April 2017. The Commission has not raised any material concerns
   with regards to the Transaction from a competition law or public interest perspective to
   date and the Commission?s decision is anticipated to be received before 6 July 2017.

4. Salient dates and times

   Given the anticipated date of receipt of the Commission?s decision on or before 6 July
   2017, the salient dates and times released by Wescoal and Keaton Energy in a joint
   announcement on SENS on 4 May 2017 as regards the expected date of fulfilment of the
   Scheme Conditions and therefore the publication of a finalisation announcement will be
   revised. As soon as Wescoal and Keaton Energy have more certainty around the date of
   fulfilment of the Scheme Conditions, they will release a joint announcement on SENS
   detailing updated salient dates and times pertaining to the implementation of the
   Transaction.

5. 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.

6. 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
2 June 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: 02/06/2017 12:30:00 Supplied by www.sharenet.co.za                     
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