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Debt Refinancing, Corporate Restructure
and Proposed Equity Financing Arrangements
FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")
ASX Release
17 SEPTEMBER 2015
FIRESTON ENERGY
LIMITED
ABN 71 058 436 794
Registered office:
Debt Refinancing, Corporate Restructure Level 2, 1 Walker Avenue
and West Perth, Western
Proposed Equity Financing Arrangements Australia 6005
Australia
The Board of Firestone Energy Limited (FSE or the Company) is Tel: +61 8 9485 0888
pleased to advise that it and The Waterberg Coal Company Fax: +61 8 9485 0077
Limited (WCC) (collectively the Waterberg Coal Group (WCG))
have entered into a non-binding term sheet with South Africa’s South African office:
largest gold producing company, Sibanye Gold Limited (Sibanye) Level 1, The Place,
whereby, inter alia, Sibanye, have agreed terms with Standard 1 Sandton Dr
Bank of South Africa Limited (SBSA) (as Facility agent) to acquire Sandton, 2146
the existing WCC funding facility held by SBSA (the Facility). South Africa
It is proposed, subject to completion of due diligence and formal
Tel: +27 10 594 2240
transaction documentation, the Facility acquired by Sibanye will,
Fax: +27 10 594 2253
upon the completion of a corporate restructure; and subject to the
various regulatory requirements and court, regulatory &
shareholder approvals; be converted to equity in the enlarged Contact:
company. Mr Stephen Miller
Managing Director
The proposed restructuring will see FSE and WCC merge through
a proposed scheme of arrangement in accordance with the
Or
provisions of the Australian Corporations Act (Cth) 2001. The
scheme of arrangement will be subject to formal documentation,
E-mail:
shareholder, regulatory and court approvals.
info@waterbergcoal.net
In addition to the acquisition of the Facility and the conversion of
same into equity in the enlarged group, Sibanye will: Directors and Officers:
Contemporaneous with the acquisition by Sibanye of the Non-Executive Directors:
Facility and the execution by the Parties of the transaction Dr Mathews Phosa
agreements and the provision by WCG Parties of the (Chairman)
security, provide AU$8.5 million as additional working Edwin Leith Boyd
capital to WCG.
Officers:
Subject to shareholder approval and other Corporations Mr Stephen Miller Managing
Act (Cth) 2001 and ASX Listing Rules requirements, Director
subscribe for shares based on a conversion price of Ms Amanda Matthee CFO
AU$0.0154 per ordinary share in the capital of the Mr Edwin Leith Boyd
consolidated WCG following the Corporate Consolidation Company Secretary
(“the Sibanye Loan”). The consolidated WCG will issue
the shares which are to be offset against the loan principal ASX / JSE Symbol:
repayable by the consolidated WCG. FSE
Enter into a coal off-take agreement with WCG. This
agreement will specify the term, quantity, quality, target
1
price and delivery of coal which will be produced and sold to Sibanye (or a nominated
representative) for the purpose of Sibanye’s power requirements as part of the IPP Platform
(to support Sibanye’s IPP/s). The Parties undertake that the terms of the off-take agreement
will be such that it conforms to international standard IPP debt financing requirements. These
coal sales will be in addition to the proposed 4 million tonnes of high quality export thermal
coal product that WCG anticipate producing for the export market.
With respect to the proposed export project, WCG are finessing the optimisation studies which accrue
from the definitive feasibility study (DFS) competed during the course of 2014 and 2015. WCG are
now working on funding arrangements for the proposed development.
It is the view of WCG that the suite of transactions now proposed and outlined above will greatly
enhance the proposed export project development.
The proposed suite of transactions (with Sibanye) will be subject to due diligence and the completion
of the formal transaction documentation. It is anticipated that both of which will be completed by mid
November 2015.
It is anticipated that the current voluntary suspension of the Company’s securities will remain until the
completion of the due diligence and transaction documentation referred to above by Sibanye.
The Company will update the market as and when the various conditions precedents are satisfied.
It should be noted that the matters referred to in this announcement are subject to documentation and
a number of regulatory, court and shareholder approvals. Accordingly at this stage there is no
certainty that the transactions contemplated will eventuate.
Stephen Miller
Managing Director
Firestone Energy Limited
17 September 2015
Johannesburg
Sponsor
River Group
Date: 17/09/2015 08:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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