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OPT - Optimum Coal Holdings Limited - Update regarding consortium`s expression

Release Date: 16/11/2011 12:01
Code(s): OPT
Wrap Text

OPT - Optimum Coal Holdings Limited - Update regarding consortium`s expression of interest to acquire the entire issued share capital of optimum and withdrawal of cautionary announcement Optimum Coal Holdings Limited (Registration number: 2006/007799/06) JSE share code: OPT ISIN: ZAE000144663 ("Optimum") UPDATE REGARDING CONSORTIUM`S EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF OPTIMUM AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the cautionary announcements published by Optimum on 17 August 2011, 26 August 2011, 1 September 2011, 9 September 2011 and 13 October 2011, respectively, as well as the announcement published on 16 November 2011, by a consortium ("the Consortium") comprising of Piruto B.V, a whollyowned subsidiary of Glencore International AG, and Lexshell 849 Investments (Proprietary) Limited, a company whollyowned by Mr Cyril Ramaphosa. Following the acquisition of additional shares in Optimum on the market, as well as the conclusion of a conditional agreement with Mercuria Energy Asset Management BV, the Consortium has informed the board of directors of Optimum ("the Board") that it no longer wishes to pursue a general offer at this time to acquire, directly or indirectly, the entire issued ordinary share capital of Optimum. The Consortium, however, confirmed to the Board that it will, once it receives approval from the Competition Authorities for the transactions already entered into and in compliance with its obligations under the Companies Act, 71 of 2008 and the Takeover Regulations, make a mandatory offer ("the Mandatory Offer") to the remaining shareholders of Optimum to acquire their shares in Optimum at a price not less than R38 per Optimum share, notwithstanding the timing of the Mandatory Offer. The Consortium informed the Board that it believes that it will be preferable to make the Mandatory Offer as opposed to the general offer, because the Mandatory Offer will be unconditional and capable of immediate implementation once accepted by Optimum shareholders. The Board has been informed by the Consortium that it does not anticipate the Mandatory Offer to be made before the end of the first quarter of 2012. Following the release of this announcement, as well as the announcement of the Consortium today, the cautionary announcement originally published by Optimum on 17 August 2011 and renewed on 1 September 2011 and 13 October 2011 is hereby withdrawn and caution is no longer required to be exercised by Optimum shareholders when dealing in Optimum shares. Johannesburg 16 November 2011 Financial Adviser to Optimum Standard Chartered Legal Adviser to Optimum Webber Wentzel Sponsor to Optimum RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 16/11/2011 12:01:01 Supplied by www.sharenet.co.za 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.

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