Wescoal - issue of shares for cash











Wescoal shareholders (˘Shareholders÷) are advised that Wescoal has issued a total of 9 848 485 shares for cash, representing 5.02% of the issued share capital of Wescoal before this issue, in terms of a general authority to issue shares for cash as approved by Wescoal shareholders at the annual general meeting of the company held on 21 October 2014 ("the Cash Issue"). Details of the Cash Issue are outlined in paragraph 2 below.

Shareholders are also referred to announcements released on Stock Exchange News Services (˘SENS÷) on 7 October 2015 and 13 October 2015, being the declaration announcement and delay in the release of finalisation announcement, respectively (˘Announcements÷), relating to the proposed capital raising by way of a renounceable combined claw-back and rights offer (˘Combined claw-back and rights offer÷). Due to the implementation of the Cash Issue and share price movement since the Announcements, the company, through its board of independent directors has revised the terms of the Combined claw-back and rights offer. The company hereby withdraws the Announcements and issues a new declaration announcement outlining the revised terms of the Combined claw-back and rights offer, which terms are outlined in paragraph 3 below.

General issue of shares for cash
Details of the Cash Issue
In total, 9 848 485 shares (˘the New Wescoal Shares÷) were issued at a price of 132 cents per share (˘the Issue Price÷), representing a 5% discount to the 30 day volume weighted average price up to and including 21 October 2015, being the date the price of the Cash Issue was agreed between Wescoal and the parties subscribing for the shares.

A total cash amount of R13 million has been raised in terms of the Cash Issue, and the new Wescoal shares to be issued in terms of the Cash Issue will rank pari passu with the existing shares in issue.

The New Wescoal Shares will be issued and listed on or about Friday, 6 November 2015.

Intended use of funds
The proceeds of the Cash Issue will be used for general working capital purposes including improvement projects to optimise the Wescoal Processing Plant (efficiencies and coal handling capacity) and to complete the final phase of Elandspruit Colliery.

Combined claw-back and rights offer
Shareholders are advised that Wescoal intends to raise a maximum of R65 million equity capital by way of the Combined claw-back and rights offer through the issue of up to 49 041 904 new ordinary shares of no par value to Wescoal shareholders at a subscription price of 132 cents per Combined claw-back and rights offer share in the ratio of 23.78944 Combined claw-back and rights offer shares for every 100 Wescoal ordinary shares held at the close of trade on Friday, 20 November 2015 (˘Record Date÷).

Rationale for the Combined claw-back and rights offer
The Combined claw-back and rights offer to Shareholders has been initiated to raise capital for the further development of WescoalĂs flagship project, Elandspruit Colliery (refer to the SENS announcements dated 9 July 2015, 29 July 2015, 10 September 2015 and 16 September 2015, respectively) and to take advantage of inorganic and organic growth options. The company commenced processing coal at its beneficiation plant close to Elandspruit and delivered Šfirst coalĂ to customers during the month of July 2015.

To date, the company has funded growth projects for the group from operating cash flows, and as a consequence has recently experienced some strain on its free cash flow position which inhibits further growth potential. The decision to pursue the Combined claw-back and rights offer has further been brought about by delays in the release of long-term bank funding which depends on long-term contracts with Eskom being concluded.

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 Shareholders on the Record Date (˘Qualifying Shareholders÷) at a price of 132 cents per Combined claw-back and rights offer share (˘Subscription Price÷), representing a maximum Combined claw-back and rights offer equity capital raise of R65 million.

The Subscription Price represents a discount of 5% to the 30-day volume weighted average price of Wescoal shares over the 30-day period up to and including Wednesday, 21 October 2015, being the date that the independent board of directors approved the revised terms of the Combined claw-back and rights offer. The Combined claw-back and rights offer 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.

Simeka Capital Holdings (Pty) Ltd. (˘Simeka÷ or the ˘Subscriber÷) 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 (˘Claw- back shares÷) for a subscription consideration of R40 million (˘Subscription Amount÷) at the Subscription Price in accordance with the subscription agreement entered into between the Subscriber and the company (˘Subscription Agreement÷).

To the extent that Qualifying Shareholders do not follow their rights in terms of the Combined claw- back and rights offer, the Subscriber will be issued with the Claw-back shares. To the extent that all Qualifying Shareholders follow their rights in terms of the Combined claw-back and rights offer, the Subscriber will not be issued any Claw-back shares and will be refunded the Subscription Amount. In terms of the Subscription Agreement, the Subscription Amount is payable to the company in advance on Monday, 16 November 2015 and Wescoal shall allot the Claw-back shares to the Subscriber on this date, upon receipt of the Subscription Amount. The Subscriber has agreed to allow Wescoal, upon receipt of the Subscription Amount, immediate access to such funds for the purposes set out in paragraph 3.1.

In consideration for the Subscriber providing the Subscription Amount to Wescoal in advance, prior to the opening of the Combined claw-back and rights offer, Wescoal shall pay to the Subscriber a liquidity fee equal to 2.5% (two and a half percent) of the Subscription Amount.

The Combined claw-back and rights offer shares will, upon allotment and issue, rank pari passu with the existing issued Wescoal ordinary shares in terms of both voting and distribution rights. The entitlement of each Qualifying Shareholder holding certificated shares (˘Qualifying Certificated Shareholder÷) will be reflected in the appropriate block in the form of instruction, to be enclosed in the circular to be issued.

Qualifying Shareholders holding dematerialised shares (˘Qualifying Dematerialised Shareholders) will not receive a printed form of instruction. Their central securities depository participant (˘CSDP÷) or broker accounts will automatically be credited with their entitlements.

Fractional entitlements to shares resulting from the Combined claw-back and rights offer will be rounded down to the nearest whole number if they are less than 0.5, and will be rounded up to the nearest whole number if they are equal to or greater than 0.5.

Qualifying Shareholders not holding a multiple of 100 shares will receive entitlements in accordance with a table of entitlements contained in a circular to be issued.

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

Directors
It is the intention of Messrs W Sulaiman and JG Pansegrouw who collectively hold 1% shareholding to follow their rights in terms of the Combined claw-back and rights offer. MR Ramaite, the Non- Executive Chairman of Wescoal, is a shareholder and Executive Chairman of Simeka. To the extent that Simeka is issued with Claw-back shares, MR RamaiteĂs indirect beneficial interest in the company will increase. MR Ramaite will not be following his rights in terms of his direct beneficial shareholding in the company.

The directors' ability to follow their rights is dependent on their ability to raise sufficient funding, and to the extent that the directors do not follow their rights, their rights will potentially be renounced or lapsed. The directors will not be permitted to apply for additional Combined claw-back and rights offer shares.

Salient dates and times
The salient dates and times in respect of the Combined claw-back and rights offer are set out below:
*Finalisation announcement released on SENS on Tuesday, 10 November 2015
*Last day to trade in Wescoal shares on the JSE in order to be entitled to participate in the Combined claw-back and rights offer on Friday, 13 November 2015
*Listing and trading on the JSE of the letters of allocation with the JSE Code WSLN and ISIN ZAE000210399 from the commencement of trade on Monday, 16 November 2015
*Wescoal shares commence trading ex-Combined claw-back and rights offer entitlement on the JSE from Monday, 16 November 2015
*Subscription Amount paid to Wescoal by the Subscriber in accordance with the Subscription Agreement on Monday, 16 November 2015
*Allotment of Claw-back shares to the Subscriber on Monday, 16 November 2015
*Circular, including form of instruction (where applicable), mailed to Qualifying Certificated Shareholders on Tuesday, 17 November 2015
*Record date in order to be entitled to participate in the Combined claw-back and rights offer on Friday, 20 November 2015
*Combined claw-back and rights offer opens on Monday, 23 November 2015
*Letters of allocation credited to an electronic account held at the transfer secretaries in respect of Qualifying Certificated Shareholders on Monday, 23 November 2015
*CSDP or broker accounts credited with entitlements in respect of Qualifying Dematerialised Shareholders on Monday, 23 November 2015
*Combined claw-back and rights offer circular mailed to Qualifying Dematerialised Shareholders (where applicable) on Tuesday, 24 November 2015
*Last day to trade in the letters of allocation on the JSE on Friday, 27 November 2015
*Listing and trading on the JSE of the Combined claw-back and rights offer shares commences at 09h00 on Monday, 30 November 2015
*Payment to be made, and form of instruction to be lodged, with the transfer secretaries by Qualifying Certificated Shareholders by 12h00 on Friday, 4 December 2015
*Combined claw-back and rights offer closes at 12h00 on Friday, 4 December 2015
*Record date for the letters of allocation on Friday, 4 December 2015
*Combined claw-back and rights offer shares issued on Monday, 7 December 2015
*Claw-back shares not accepted in terms of the Combined claw-back and rights offer, issued to the Subscriber on Monday, 7 November 2015
*CSDP or broker accounts of Qualifying Dematerialised Shareholders debited and updated with entitlements to the Combined claw-back and rights offer shares on Monday, 7 December 2015
*Share certificates posted to Qualifying Certificated Shareholders in respect of entitlements to the Combined claw-back and rights offer on Monday, 7 December 2015
*Results of the Combined claw-back and rights offer announcement released on SENS on Monday, 7 December 2015
*Refund to the Subscriber in terms of Claw-back shares taken up by Qualifying Shareholders on Tuesday, 8 December 2015

Conditions precedent
The Combined claw-back and rights offer remains conditional upon, inter alia, approval by the JSE of:
ű the Combined claw-back and rights offer circular and ancillary documents thereto (˘the Circular÷); and
ű the listing of the Combined claw-back and rights offer shares.

Further notices
Shareholders are hereby advised that the finalisation announcement for the Combined claw-back and rights offer, including the final terms of the Combined claw-back and rights offer, will now be released on SENS on or about Tuesday, 10 November 2015 and in the South African press on or about Wednesday, 11 November 2015.

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.

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.





2015-11-05 14:59:38