To view the PDF file, sign up for a MySharenet subscription.

WESCOAL HOLDINGS LIMITED - Proposed change of name and circular to shareholders

Release Date: 31/01/2022 10:00
Code(s): WSL     PDF:  
Wrap Text
Proposed change of name and circular to shareholders

WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
ISIN: ZAE000069639
(“Wescoal” or "the Company")

PROPOSED CHANGE OF NAME AND CIRCULAR TO SHAREHOLDERS

1.   Introduction

     Shareholders are advised that the board of directors of the Company (the “Board”), subject to
     shareholder approval, proposes to change the Company’s name from Wescoal to “Salungano Group
     Limited” (the “Change of Name”).

2.   Rationale for the Change of Name

     2.1     Wescoal is embarking on a total transformation that will spearhead an evolution that will see
             the Company invest in multiple industries and diverse sectors of the economy underpinned by
             a strong focus on ESG. Wescoal continues to have strong roots in coal mining, but as the
             Company diversifies, it can no longer operate as Wescoal as the name implies it is a coal
             company.

     2.2     By changing the Company’s name and identity, Wescoal will also change the way it positions
             itself in the market, in the diverse industries and sectors Wescoal will be investing in.

     2.3     “Salungano” is the Venda word for passing on knowledge, heritage, a vision and generational
             mission through story-telling; and now assets.

3.   Details of the Change of Name

     3.1     The JSE has, subject to shareholder approval, approved the Change of Name, with a new
             share code of “SLG”, abbreviated name of “SALUNGANO” and ISIN of ZAE000306890.

     3.2     The Company will retain its history and will remain listed in the “Mining - Coal” sub-sector of
             the main board of the JSE.

4.   Distribution of circular

     A circular providing shareholders with relevant information relating to the Change of Name, together
     with the written resolutions to be proposed to effect the Change of Name, a form of surrender and a
     form of written consent (the “Circular”) has been distributed to shareholders today.

     The Board has resolved that the resolutions relating to the Change of Name be considered by
     shareholders by written consent, in terms of section 60 of the Companies Act, No 71 of 2008. As
     such, shareholders are entitled to exercise their voting rights in relation to the resolutions within 20
     business days after the resolutions have been submitted to them.
5.   Salient dates and times of the Change of Name

     The salient dates and time of the Change of Name are as follows:

                                                                                                     2022
     Record date to determine which shareholders are eligible to receive the           Friday, 21 January
     Circular and vote on the resolutions
     Circular distributed to shareholders and announced on SENS                        Monday, 31 January
     Deemed date of delivery (7 calendar days from distribution of the Circular)      Tuesday, 8 February
     Voting period opens                                                              Tuesday, 8 February
     Last day for voting (20 business days from voting period opening)                   Tuesday, 8 March
     Results of voting released on SENS                                                Wednesday, 9 March
     Change of Name special resolution lodged with the Companies and                   Thursday, 10 March
     Intellectual Property Commission (“CIPC”) for registration
     Expected date of CIPC registration of Change of Name special resolution            Tuesday, 29 March
     Finalisation announcement released on SENS in respect of the Change                Tuesday, 29 March
     of Name by 11:00
     Last day to trade shares prior to the Change of Name                                Tuesday, 5 April
     Termination date for trading under the Name of “Wescoal Holdings                  Wednesday, 6 April
     Limited” and commencement of trading under the new name of
     “Salungano Group Limited”, with an abbreviated name of “Salungano”,
     under the JSE share code “SLG” and ISIN ZAE000306890
     Record date for the Change of Name                                                   Friday, 8 April

     Expected date that the accounts of dematerialised shareholders with their           Monday, 11 April
     CSDP’s or brokers will be updated with the new name
     Expected date that previously certificated shareholders will have their             Monday, 11 April
     entitlements credited to their account with Computershare Nominees (Pty)
     Ltd



     Notes:
     1.   All dates and times indicated above are South African Standard Time.
     2.   The above dates and times are subject to amendment at the discretion of the Company. Any such
          amendment will be released on SENS.
     3.   Share certificates may not be dematerialised or rematerialised after the last day to trade shares
          prior to the Change of Name, being Tuesday, 5 April 2022.
     4.   Shareholders are reminded that shares in companies listed on the JSE can no longer be bought
          or sold on the JSE unless they have been dematerialised onto the State system. It is therefore
          suggested that certificated shareholders should consider dematerialising their shares and
          replacing them with electronic records of ownership. Therefore, certificated shareholders who
          have not yet appointed a CSDP or broker will have their new Salungano Group Limited shares
         credited to Computershare Nominees (Pty) Ltd pending receipt of such information by the transfer
         secretaries, together with their documents of title.

31 January 2022

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 31-01-2022 10:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.