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Wescoal Holdings Limited - Cancellation Of S386185 Keaton\wescoal - Offer By Wescoal To Acquire Entire Issued Capital Of Keaton - Cash Value Of Fractional Entitlements

Release Date: 29/06/2017 15:10:59      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?)

CASH VALUE FOR FRACTIONAL ENTITLEMENTS 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. Introduction

   Keaton Energy Shareholders are reminded that the consideration payable by Wescoal to
   Keaton Energy Shareholders will be R1.80 per Keaton Energy Share, settled partly in
   cash (R1.20 per Keaton Energy Share) and partly in Wescoal Shares. The Share
   Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00
   Keaton Energy Share held, on the basis that any resultant fractions (?Fractional
   Entitlements?) will be rounded down to the nearest whole number and the Wescoal
   Shares left over will be aggregated and sold, with the proceeds being paid to the relevant
   Keaton Energy Shareholders, in cash (?Cash Value?).

   The purpose of this announcement is to advise Keaton Energy Shareholders of the Cash
   Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as
   part of the Scheme Consideration.

2. Cash Value for Fractional Entitlements

   In implementing the Transaction, Keaton Energy is required by the JSE to apply the
   rounding principle that a Keaton Energy Shareholder becoming entitled to a fraction of a
   Wescoal Share arising from the Transaction will be rounded down to the nearest whole
   number, resulting in the allocation of whole Wescoal Shares and a cash payment for the
   fraction (?Cash Payment?). The Cash Payment results from the sale, on behalf of the
   Keaton Energy Shareholder, of the fraction of a Wescoal Share to which the Keaton
   Energy Shareholder becomes entitled in terms of the Transaction. The value of such Cash
   Payment is the volume weighted average traded price per Wescoal Share less 10% on
   the first day of trade after the last day to trade in order to participate in the Transaction,
   being Wednesday, 28 June 2017.

   Keaton Energy Shareholders are advised that the value of a Wescaol Share to be utilised
   in determining the Cash Payment due to a Keaton Energy Shareholder in respect of any
   Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements,
   this amount has been determined with reference to the volume weighted average price of
   a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted
   by 10%.

   The receipt of the Cash Payment may have tax implications for Keaton Energy
   Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends
   tax rate of 15% (unless an exemption, as set out in South African Income Tax legislation,
   applies), resulting in a net Cash Payment of R1.60895.

3. 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.

4. 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
29 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: 29/06/2017 03:10:59 Supplied by www.sharenet.co.za                     
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