Wrap Text
SAH - South African Coal Mining Holdings Limited - Lifting of suspension of
shares on JSE trading update SRP appeal committee hearing
South African Coal Mining Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/009012/06
Share code: SAH ISIN: ZAE000102034
("SACMH" or "the company")
LIFTING OF SUSPENSION OF SHARES ON JSE
TRADING UPDATE
SRP APPEAL COMMITTEE HEARING
1 LIFTING OF SUSPENSION
The trading of shares of the company on the JSE Limited ("JSE") was suspended in
early 2009 after the annual financial results of the company for 2008 were not
released timeously. The company`s auditors had raised doubts whether the
business was a going concern and needed assurances that the business would be
able to fund its operations in the short term. This requirement had a potential
adverse impact on the audit opinion to be issued. This clearly reflected the
distressed situation the company was in and shortly thereafter, the company
entered into a care and maintenance programme.
After an initial capital injection by JSW Energy Limited (subsequent to their
investment into Royal Bafokeng Capital) in the second quarter of 2010, the
annual financial statements for 2008 and 2009 were produced and audited without
any qualification. The annual financial statements were released and
subsequently approved by shareholders.
On 2 February 2011 the company applied to the JSE for the lifting of the
suspension of the company`s shares on the JSE. The JSE approved the application
on 17 March 2011. It is anticipated that the lifting will be effected at the
commencement of trading on Friday, 25 March 2011.
2 BUSINESS OVERVIEW
SACMH owns the Ilanga and Umlabu mines near Witbank, and a property more fully
described on pages 19 to 21 of the circular to shareholders dated 26 November
2010.
The Umlabu mine was taken out of care and maintenance on 1 October 2010 when
production at the colliery resumed. Operations are at an early stage and
production is being increased in line with a concomitant investment in the wash
plant. Plant capacity is being optimized to a monthly capacity of 125 000 tons
over the next 4 months. A new life of mine plan is currently being drafted on
the back of new drilling information and updated mineral resource estimates.
The key reason for this is to improve the confidence in the mineral resource.
In addition, mining a thin coal seam requires a more granular and defined mine
plant and concomitant management of the mining activities therewith.
The SACMH business is principally an export driven operation and the key
constraints on the business reaching its potential are logistical, especially in
respect of rail capacity to Richards Bay Coal Terminal (RBCT). Currently the
physical capacity allocated to SACMH in the RBCT channel is 22,116 tons per
month.
3 HISTORICAL FINANCIAL INFORMATION
The unaudited results of SACMH and its subsidiaries for the six months ended 30
June 2010 and 30 June 2009, as well as the audited results for the twelve months
ended 31 December 2009, were published on 6 August 2010 and are set out in
Annexure 1 of the circular to shareholders dated 26 November 2010.
4 TRADING UPDATE
In terms of the Listings Requirements of the JSE Limited ("JSE"), companies are
required to publish a trading statement as soon as they are satisfied that a
reasonable degree of certainty exists that the financial results for the period
to be reported on will differ by 20% or more from the financial results for the
previous corresponding period.
Shareholders are advised that SACMH is currently finalising its results for the
twelve months ended 31 December 2010. The earnings per share and headline
earnings per share for the comparable period ended 31 December 2009 were a loss
of 7.08 cents per share and 21.19 cents per share respectively. For the twelve
months ended 31 December 2010 the loss and headline loss per share are expected
to be between 10 cents and 12.5 cents per share. The financial information on
which this trading statement is based has not been reviewed by SACMH`s auditors.
5 FINANCIAL RESULTS AND FUNDING
The company expects to release its provisional results for the financial year
ended 31 December 2010 before the end of March 2011. The said results will inter
alia include the prospects and commentary on the financial position of the
company.
Currently, the company is reliant on JSW for all funding including short and
long term requirements. It is expected this will change as the company builds
up a new trading record and progress has been made with bankers on, in
particular, short term funding facilities.
6 BOARD OF DIRECTORS
The Board of directors currently comprises the following:
T V Mokgatlha (36) - Chairman
Mr Mokgatlha, a chartered accountant (SA), is Group Treasury and Corporate
Business Executive at the Royal Bafokeng Nation group of companies. He provides
executive, consulting and advisory services to the group and is a member of a
number of boards, such as Impala Platinum Holdings and Royal Bafokeng Holdings
(Pty) Limited.
A J L Rayment (49) - Chief Executive Officer
Mr Rayment was, until recently, head of the India Desk of Standard Bank Group -
Corporate and Investment Banking. Up to September 2007 he was Head - Investment
Banking India at Rand Merchant Bank. Mr Rayment had fulfilled various management
positions before becoming Head of Corporate Finance at Pannell Kerr Forster. In
September 2001 he became Head of Mergers and Acquisitions at Ernst and Young
Corporate Finance, a position which he held until March 2005 when he moved to
London.
DGA Miller (48) - Chief Financial Officer
Mr Miller, B. Com, Dip. Acc, CA (SA) was appointed as financial director with
effect from 1 October 2010. He has been the financial director of various
private companies over the past 15 years.
V P Garg (50) - Non-executive Director
Mr VP Garg is a qualified Chartered Accountant (B. Com. A.C.A.) and serves as
Vice President (Commercial) of JSW Energy Natural Resources India. He has 23
years of extensive experience in the steel and energy industries in a wide array
of business aspects including project evaluation, EXIM bank financing, financial
closure of steel projects, sourcing and shipping of bulk raw materials. He
strategises the acquisition of overseas coal mining assets besides co-ordinating
the operation of JSW group mines in Indonesia and South Africa.
V Lickfold (43) - Independent non-executive Director
Dr Lickfold holds a PhD, MSc and BSc (Hons) in Economic Geology. She is
currently the Head of Geosciences for Kumba Iron Ore and has been in that
position since July 2006, Besides being a Fellow of the Geological Society of
South Africa and the Society for Economic Geologists, she was on the SAMREC Code
(The South African code for the reporting of exploration results, mineral
resources and mineral reserves) working-group from 2005 to 2009.
L M Ndala (36) - Non-executive Director
Mr Ndala, a chartered accountant (SA), is Director - Group Finance of Royal
Bafokeng Holdings (Pty) Limited. He manages group financial activities,
financial reporting, risk management, IT, group tax and procurement. He serves
on various boards such as Royal Bafokeng Holdings, MB Technologies, DHL Express,
SACMH, Senwes (alternate) and Atterbury Investment Holdings.
All directors are South African citizens, with the exception of Mr Garg, who is
a citizen of India.
7 REGISTERED OFFICE AND COMPANY SECRETARY
The company`s office is currently situated at 2nd Floor, 198 Rivonia Road,
Illovo, Sandton. It is in the process of applying for the changing of its
registered address to the said address. Its postal address is PO Box 55190,
Northlands, 2116. The telephone number is 011 025 3103/4 and the facsimile
number is 086 636 0815
The company secretary is Mrs Patricia Smit, FCIS, B. Iuris. She has more than 20
years` experience as company secretary of listed and unlisted companies. She has
post graduate diplomas in Company Law and Corporate Governance.
8 MANDATORY OFFER AND SRP APPEAL
The mandatory offer by JSW Energy Natural Resources South Africa (Proprietary)
Limited ("the Offeror") to all the remaining shareholders of SACMH at 30 cents
per share, plus a possible additional amount per share to shareholders who
accept the offer, under circumstances as set out in paragraph 3.2.3 of the
offer, closed at noon on Friday, 18 February 2011.
Shareholders holding 137 401 108 SACMH shares accepted the offer. Consequently
the Offeror directly and indirectly, through its shareholding in Royal Bafokeng
Capital, owns 269,163,578 SACMH shares, constituting 59.49% of the issued share
capital of SACMH.
The Securities Regulation Panel ("SRP") Appeal Committee heard the appeal by the
Offeror against the ruling of the SRP in respect of the offer price on 26
January 2011. Further written submissions were made and the outcome is awaited.
25 March 2011
Johannesburg
Directors : TV Mokgatlha (Chairman), VP Garg (Non-Executive), LN Ndala (Non-
Executive), Dr V Lickfold (Independent Non-Executive), AJL Rayment (CEO), DGA
Miller (CFO)
Registered Office: 6 Taute Street, Ermelo, 2351
Company Secretary: Pat Smit
Transfer Secretary: Computershare Investor Services (Pty) Ltd
Sponsor: Exchange Sponsors (2008) (Pty) Ltd
Auditors: Deloitte & Touche
Date: 25/03/2011 08:00:01 Supplied by www.sharenet.co.za
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