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Placing to raise approximately US$44.8 million and changes to the board
Coal of Africa Limited
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
6 August 2012
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor its appendix constitutes an offer to sell or issue or the solicitation of an
offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer
or solicitation would be unlawful and the information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States, Canada, Japan or any jurisdiction in
which such publication or distribution would be unlawful.
COAL OF AFRICA LIMITED
(incorporated and registered in Western Australia with ACN 008 905 388)
("CoAL" or the "Company")
Placing to raise approximately US$44.8 million (before expenses)
Appointment of new Chairman and Board changes
CoAL today announces it has successfully placed 115,478,798 new shares (“Placing Shares”) with
institutional investors at a price of 25p per share (3.25 Rand) to raise gross proceeds of US$44.8
million (£28.9 million/South African Rand 375.5 million). The placing price represents a discount of
1.96 per cent. to the closing middle market price of 25.5p per Ordinary Share on AIM on 3 August
2012 (the "Placing"). Deutsche Bank AG ("Deutsche Bank"), Investec Bank plc (“Investec”) and
Investec Bank Limited (“Investec SA”) acted as Joint Global Co-ordinators and Joint Bookrunners
(collectively “the Managers”). Investec SA acted as the JSE Transaction Sponsor to CoAL. The
Company is pleased to have received the support of its shareholders in the Placing, especially given
the current difficult conditions of the world coal market, demonstrating their recognition of the potential
of the Company’s assets.
80,570,166 Placing Shares have been placed firm and will be issued by the Company further to the
Company’s authority to allot Ordinary Shares for cash, on a non-pre-emptive basis (the “Firm Placing
Shares”). 34,908,632 Placing Shares (“Conditional Placing Shares”) have been placed with
investors conditional on shareholder approval at a general meeting of the Company to be convened
on or around 11 September 2012 (the “GM” or “General Meeting”).
Board Changes
Following a review by the CoAL board of Directors (“Board”) of its composition and in consultation
with its major shareholders, the Company is pleased to announce that it has today appointed David
Brown as Chairman and Bernard Pryor as a Non-executive Director. Both Mr Brown and Mr Pryor will
join the Board with immediate effect.
David Hugh Brown, aged 49, until recently, served as the Chief Executive Officer of Impala Platinum
Holdings Limited (September 2006 to June 2012). He joined the Implats Group in January 1999 and
served as Chief Financial Officer from that date until August 2006. He was also Chairman of Impala
Platinum Limited, the major operating subsidiary of Impala Platinum Holdings Limited.
He was also a Non-executive Director of Zimplats Holdings Limited, an ASX listed Platinum producer
and served as Chairman from March 2010 to June 2012. In addition he served on the boards of
Mimosa Mines Pvt and Two Rivers Platinum a joint venture company with African Rainbow Minerals
Limited.
Prior to joining Impala Platinum Holdings Limited he worked in the information technology sector for
four years and almost five years for Exxon Mobil in Europe.
Mr Brown is currently an independent Non-executive director of Vodacom Group Limited. He has in
the past served as a Non-executive director of Simmer & Jack Limited. He is a Chartered Accountant
(SA) and completed his articles with Ernst &Young. He graduated from the University of Cape Town,
South Africa.
Bernard Robert Pryor, aged 54 was until recently Chief Executive of Q Resources plc and is a Non-
executive Director of African Minerals Limited. Between 2006 and 2010 Mr Pryor held senior
executive positions within Anglo American plc as Head of Business Development, and Chief
Executive Officer of Anglo Ferrous Brazil Inc. From 2000 to 2006 he was Director and Chief Operating
Officer of Adastra Minerals Inc., developing the Kolwezi tailings deposit in the Democratic Republic of
Congo. Prior to that, Mr Pryor held several global minerals consulting positions. Mr. Pryor is a
graduate of Imperial College, London, from where he received a BSc (Hons) in Metallurgical
Engineering.
Subject to shareholder approval and determination of the vesting terms it is intended that David
Brown will be granted 2,500,000 options to be issued as soon as possible after shareholder approval
for nil consideration at an exercise price of 25p, and 2,500,000 options to be issued three years after
appointment for nil consideration at an exercise price of 50p. It is also intended that subject to
shareholder approval and determination of the vesting terms Bernard Pryor will be granted 1,000,000
options to be issued as soon as possible after shareholder approval for nil consideration at an
exercise price of 25p and 1,000,000 options to be issued three years after appointment for nil
consideration at an exercise price of 50p. In the event of a change of control of the company, all these
options will vest.
Richard Linnell and Simon Farrell will step down from the Board with immediate effect to pursue other
business interests. During their tenure they have overseen significant growth in the Company’s
operations and were instrumental in generating that growth. The Board is grateful for their
contributions to the Company and wishes them well with their future endeavours.
In addition, Steve Bywater and Mikki Xayiya, both Non-executive Directors of the Company will also
step down from the Board with immediate effect. Again the Board wishes them well in their future
endeavours. Following these changes the board will consist of nine directors of whom six will be Non-
executive Directors.
John Wallington and Wayne Koonin will remain in the capacity of Chief Executive Officer and
Financial Director respectively.
Following these changes to the Board, the composition of the Board’s committees will be reviewed.
David Brown, Chairman of the Company commented:
“I am looking forward to working with the management of CoAL with a view to realising the significant
potential of the Company. CoAL has an exciting suite of coking coal assets including those in the
Greater Soutpansberg Basin which has the makings to become a new world class coking and thermal
coal basin. A key focus of our efforts will be to re-establish shareholder value and in order to facilitate
this all strategic options will be assessed. The Company is at the critical stage of moving beyond the
junior mining scene and I look forward to leading all stakeholders in its next crucial stage of
development.”
The Placing
The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. The
allocations including the split of Firm Placing Shares and Conditional Placing Shares to be received
by each Placee are at the discretion of the Managers and CoAL.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares including the right to receive all dividends and other distributions declared,
made or paid after their date of issue.
The Placing Shares will be issued on a non-pre-emptive basis.
The Company will apply for admission of the Firm Placing Shares to trading on the AIM market of
London Stock Exchange plc ("AIM") (“First Admission”) and the Main Board of the JSE Limited
("JSE”). It is expected that admission to trading or quotation and listing of the Firm Placing Shares will
take place on or around 9 August 2012 on AIM and on or around 10 August 2012 on the JSE.
The Company will also apply for admission of the Conditional Placing Shares, the issue of which is
subject to shareholder approval, on AIM (“Second Admission”) and on the JSE. It is expected that
admission to trading or quotation and listing of the Conditional Placing Shares will take place on AIM
on or around 12 September 2012 and on or around 13 September 2012 on the JSE.
Application will also be made for the Placing Shares to be admitted to the ASX.
The Firm Placing is conditional, among other things, upon First Admission becoming effective. The
Conditional Placing is conditional, among other things, upon shareholder approval and First
Admission and Second Admission becoming effective. The Firm Placing is not conditional on the
Conditional Placing. At the GM, Placees who have been allocated to receive Conditional Placing
Shares will not be entitled to vote on the resolution to approve the issue of the Conditional Placing
Shares.
The Placing is also conditional upon the placing agreement between the Company and the Managers
not being terminated. The Appendix to this Announcement (which forms a part of this Announcement)
sets out further information relating to the terms and conditions of the Placing.
Investors who participate in the Placing will receive an allocation of Firm Placing Shares and/or
Conditional Placing Shares at the discretion of the Managers and the Company. Placees should refer
to their trade confirmation and Placing Allocation Letter in respect of each. The Firm Placing Shares
are expected to settle on AIM on 9 August 2012 and on the JSE on 10 August 2012. The expected
date of the GM is on or around 11 September 2012 and the anticipated settlement date of the
Conditional Placing Shares on AIM is 12 September 2012 and on the JSE is 13 September 2012,
however these dates are subject to change.
In the event shareholder approval for the issue of the Conditional Placing Shares is not received at
the GM, the Conditional Placing Shares will not be issued, and the proceeds of the Firm Placing alone
will constitute the Placing proceeds.
For the avoidance of doubt, no commissions or other consideration will be payable by the Managers
or the Company to Placees in respect of any agreement to subscribe for Placing Shares.
Use of proceeds and Funding Arrangements
The Company intends to use the net proceeds of the Placing, in addition to its existing cash balance
of $11.6 million to finance the following:
- The floatation, ultra fines and middlings plant and related design fees at the Vele Colliery –
approximately US$15 million;
- The final payment of the first tranche of $43 million for the Chapudi acquisition as announced
on 10 May 2012 – approximately US$14 million
- Additional drilling, technical studies and related work to accelerate the Generaal, Voorburg
and Jutland definitive feasibility studies and project management, environmental impact
assessment and stakeholder engagement for the Greater Soutpansberg Project –
approximately US$11 million;
- Pre-mining right capital expenditure including land purchases, regulatory, permitting and
construction of power lines, consultancy fees on detailed front-end engineering design as well
as technical drilling and analysis for thermal coal and fines test work at Makhado –
approximately US$11 million; and
? General working capital – approximately US$3.2 million
Approximately 30.2 per cent. of the proceeds of the Placing are subject to approval of the issue of the
Conditional Placing Shares at the General Meeting. If the issue of the Conditional Placing Shares is
not approved by shareholders at the GM, the Company will seek alternative means to obtain funding
for the continuing development of its projects and to provide working capital for the Company.
As announced on 18 July 2012, CoAL and Investec have also entered into a credit approved term
sheet to provide the Company with a US$50 million two-year loan facility in order to replace an
existing 364 day revolving finance facility. The availability of the facility is subject to conditions
precedent, including the parties having entered into formal loan financing and security documents.
Under the proposed terms of the loan facility, the loan must be cash collateralised with the provision
that the facility could be settled, at CoAL’s discretion, utilising either cash or shares, provided that the
Company has sufficient authorities in place to issue shares for cash. Accordingly, Investec and the
Company continue to work together to finalise the facility on terms mutually acceptable to both
parties. In the event that these negotiations are unable to be concluded, the Company may evaluate
alternative sources of finance.
As previously announced CoAL is also continuing to consider various long term debt and equity
financing options in relation to the expected construction and development costs for the Makhado
Project following the granting of the new order mining right, and has involved three international
investment banks in this process. This funding would be in addition to the potential investment in and
co-funding of the Makhado Project by Exxaro pursuant to Exxaro's option to acquire a 30% interest in
the project.
Reasons for the Placing
Prior to the decline in the world thermal coal price CoAL would have expected to be able to use the
cash flow from its operations to fund a significant portion of its operational and capital expenditure
requirements. However, since the last equity fundraising announced in November 2011, there have
been a number of events and circumstances which have adversely affected CoAL's cash position and
the rate of expenditure of the funds raised in that equity fundraising. In particular:
- the market has experienced a significant fall in thermal coal prices, which has meant that
CoAL has had to fund approximately US$19 million of expenditures at the Makhado Project
and the Greater Soutpansberg Project from existing cash balances
- a longer than expected period for ramp up at the Vele Colliery for FY2013, requiring
approximately US$17million of additional working capital during the ramp up phase
- payment of approximately US$4.5 million, approximating 50% of the withholding warranty
provision in terms of the settlement of the litigation in relation to the Nucoal acquisition
As a result CoAL is carrying out the Placing to raise the required additional funding for the continuing
ramp up at the Vele Colliery, pre-mining right capital expenditure at the Makhado project, including
technical drilling and analysis for final thermal coal and ultra-fines test work, the acquisition of certain
farm properties for the rail logistics and securing the 5MVA power allocation for the construction
phase of the mine, final payment of the first tranche of the Chapudi acquisition and for additional
drilling activities at CoAL’s Generaal, Voorburg and Jutland tenements and for general working
capital.
To be able to concentrate its resources on developing its projects, the Company continues to finalise
the arrangements to seek to restructure and improve the terms of its existing short term debt facilities,
as outlined in the quarterly update for the June quarter published on 1 August 2012.
The Company expects to complete the definitive feasibility study in respect of its Makhado Project by
the end of September 2012 and the Company is targeting a Phase 1 run of mine (“ROM”) of 10-14
Mtpa to produce c.2.2-2.5 Mtpa of hard coking coal and 0.5-1Mtpa of export grade thermal coal for
approximately 16 years. The Company continues to evaluate its multiple funding options for the
Makhado Project. The date for the formal exercise of Exxaro’s right to a 30 per cent. participation in
the Makhado Project has been extended to 30 September 2012 to allow for the completion of
additional studies and finalising the proposed transaction consideration. The Company is considering
a number of long term debt and equity financing options to fund the Makhado Project net of any
potential Exxaro investment and co-funding of the project development costs.
Investec SA Equity Facility
As a result of the Firm Placing, the Company has utilised the remainder of its capacity under the ASX
Listing Rules to issue shares up to 15 per cent. of its issued share capital without shareholder
approval. The Company will be unable to issue further shares (including the further shares for which it
can require Investec to subscribe for under the financing arrangements announced on 18 July 2012)
without first obtaining shareholder approval unless and until shareholders ratify the issue of the Firm
Placing Shares at the GM.
Related Party Transaction
Under the AIM Rules for Companies, M&G Investment Management Ltd., (“M&G”) is a “Related
Party” of the Company as a result of the current level of their shareholding in the Company of
approximately 17.46 per cent. M&G have subscribed for a total of 40,458,850 shares, in the Placing,
including Firm Placing Shares and Conditional Placing Shares, which is considered a “Related Party
Transaction”. The Directors of the Company consider, having consulted with its Nominated Adviser,
Investec, that the terms of the Related Party Transaction are fair and reasonable in so far as the
Company’s shareholders are concerned.
For more information contact:
Coal of Africa
John Wallington Chief Executive Officer +27 11 575 4363
Wayne Koonin Financial Director +27 11 575 4363
Sakhile Ndlovu Investor Relations +27 11 575 6858
Investec London
Chris Sim +44 20 7597 5970
Neil Elliot
Investec SA +27 11 286 7000
George Nakos
Robert Smith
Russell & Associates +27 (0) 11 880 3924
Charmane Russell +27 (0) 82 372 5816
Jane Kamau
Tavistock +44 20 7920 3150
Jos Simson
Emily Fenton
www.coalofafrica.com
There is no information in relation to the appointments of Mr. Brown or Mr Pryor required pursuant to
Schedule 2 paragraph (g) of the AIM rules for Companies other than as follows:
Current directorships Previous directorships
David Brown
Vodacom Group Limited Impala Platinum Holdings Ltd
Barplats Investments
Zimplats Holdings Ltd.
Simmer & Jack Ltd.
Mimosa Mining Company (PVT) Limited
TransAfrika Resources Limited
Two Rivers Platinum
Bernard Pryor
African Minerals Limited Anglo Ferrous Brazil
Adastra Minerals Inc
Q Resources plc
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
Deutsche Bank AG, London Branch (“Deutsche Bank”), Investec Bank plc (“Investec”) and Investec Bank Limited
(“Investec SA”) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to or publicly available to any interested party
or its advisers, and any liability therefore is expressly disclaimed.
Deutsche Bank, Investec and Investec SA are acting as Global Co-ordinators and Joint Bookrunners in connection with
the Placing. Investec SA is acting as the JSE Transaction Sponsor to the Company. Deutsche Bank AG is authorised
under German Banking Law (competent authority: BaFin – Federal Financial Supervisory Authority) and
authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of
Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request.
Investec, is authorised and regulated by the Financial Services Authority and Investec SA is authorised by the
Financial Services Board. Deutsche Bank, Investec and Investec SA are acting for the Company in connection with the
Placing and no-one else and none of Deutsche Bank and Investec or Investec SA will be responsible to anyone other
than the Company for providing the protections afforded to the respective clients of Deutsche Bank, Investec or Investec
SA nor for providing advice in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Deutsche Bank, Investec or Investec SA that would permit an offering
of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Deutsche Bank, Investec and Investec SA to inform themselves
about, and to observe, such restrictions.
The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would
require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any such jurisdiction.
No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States, the
Republic of South Africa or elsewhere. The information in this Announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have
not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") nor the
security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be offered
or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of securities in the United States.
The information in this Announcement may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION REGARDING THE PLACING FOR INVITED PLACEES ONLY,
CAPITALISED TERMS USED IN THIS APPENDIX ARE DEFINED IN THE GLOSSARY TO THIS
APPENDIX
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS
UNAUTHORISED OR UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND HAVE BEEN DIRECTED ONLY AT PERSONS WHO HAVE BEEN
SELECTED BY THE MANAGERS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED
INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS
WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE UNITED
KINGDOM FINANCIAL SERVICES AND MARKETS ACT, 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED) (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; (C) IN THE REPUBLIC OF SOUTH AFRICA, INVESTORS QUALIFYING IN TERMS OF
SECTION 96(1)(A) & (B) OF THE SOUTH AFRICAN COMPANIES ACT, 2008 (NO 71 OF 2008); OR
(D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET
OUT IN THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
Persons by whom or on whose behalf a commitment to acquire Placing Shares has been given (the
"Placees"), will be deemed to have read and understood this Announcement, including this Appendix,
in its entirety and accepted such offer on the terms and conditions, and have provided the
representations, warranties, acknowledgements, undertakings and agreements contained in this
Appendix and in the Placing Allocation Letter. In particular, each such Placee represents, warrants
and acknowledges that it is a Relevant Person (as defined above) and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its
business.
This Announcement does not constitute an offer, and may not be used in connection with an offer to
sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in
which such offer or solicitation is or may be unauthorised or unlawful and any failure to comply with
these restrictions may constitute a violation of applicable securities laws in such jurisdictions. This
Announcement and the information contained herein is not for release, publication or distribution,
directly or indirectly, to persons in the United States, Canada or Japan or in any other jurisdiction in
which such release, publication or distribution is unauthorised or unlawful. Persons into whose
possession this Announcement may come are required by the Company to inform themselves about
and to observe any restrictions on transfer of this Announcement. No public offer of securities of the
Company is being made in any jurisdiction.
In particular, the Placing Shares referred to in this Announcement have not been and will not be
registered under the Securities Act or the laws of any state or other jurisdiction in the United States
and may not be, directly or indirectly, offered, sold, pledged, resold, taken up, delivered or otherwise
transferred in or into the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state laws.
The relevant clearances have not been, and nor will they be, obtained from the securities commission
of any province or territory of Canada; no prospectus has been lodged and/or registered with the
ASIC, or the CIPC or the Japanese Ministry of Finance; and the Placing Shares have not been, and
nor will they be, registered under or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada or Japan. Accordingly, the Placing Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered, sold, resold, pledged, taken
up, delivered or otherwise transferred directly or indirectly, in or into Australia, Canada or Japan or
any other jurisdiction where to do so would be unauthorised or unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek
appropriate advice before taking any action.
Notice to South African Residents
This document is not a prospectus and is not to be construed as an offer to the public in terms of the
South African Companies Act, 2008, (No 71 of 2008). Accordingly, any securities referenced in this
Announcement have not been, nor will they be, offered in such a way as to require the issuing and
registration of a prospectus in South Africa in accordance with applicable South African law. This
Announcement is being distributed only to certain identified investors in South Africa to whom it may
be lawfully distributed. Nothing in this Announcement should be viewed, or construed, as "advice" as
that term is used in the South African Securities Services Act, 2004 and/or Financial Advisory and
Intermediary Services Act, 2002.
Notice to UK Residents
This Announcement is not a prospectus for the purposes of the Prospectus Rules published by the
UK Financial Services Authority ("FSA") and has not been, and will not be, approved by, or filed with,
the FSA. This Announcement contains no offer to the public within the meaning of Section 102B of
the United Kingdom Financial Services and Markets Act 2000 (as amended), the United Kingdom
Companies Act 2006 or otherwise.
Notice to US Residents
This Announcement may not be distributed, taken or transmitted in or into the United States, its
territories or possessions and any forwarding, distribution or reproduction of this announcement in
whole or in part is unauthorised. Failure to comply with this notice may result in a violation of the
Securities Act or the applicable laws of other jurisdictions.
The Placing Shares have not been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and may not be,
directly or indirectly, offered, sold, resold, pledged, taken up, delivered or otherwise transferred in or
into the United States unless such Placing Shares are registered under the Securities Act or are
offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any state securities laws. The Placing
Shares are not being offered or sold to persons in the United States and are only being offered and
sold outside the United States pursuant to a transaction exempt from the registration requirements of
the Securities Act.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Details of the Placing Agreement and the Placing Shares
The Managers have entered into the Placing Agreement with the Company under which the
Managers have severally (and not jointly or jointly and severally), on the terms and subject to the
conditions set out therein, undertaken to use their reasonable endeavours to procure subscribers for
the Placing Shares at the Placing Price. Under the Placing 80,570,166 Placing Shares have been
placed firm (the “Firm Placing Shares”) and an additional 34,908,632 new Ordinary Shares have
been placed subject to shareholder approval at the General Meeting (the “Conditional Placing
Shares”).
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects
with the existing issued Ordinary Shares including the right to receive all dividends and other
distributions declared made or paid after the date of issue.
In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including
individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been
given.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission to trading of the Firm Placing
Shares to AIM. It is expected that AIM Admission of the Firm Placing Shares will become effective
and that dealings on AIM in the Firm Placing Shares will commence at 8.00 a.m. (London time) on or
around 9 August 2012 in accordance with the terms of the Placing Allocation Letters.
Application will be made to the JSE for the Firm Placing Shares to be listed and admitted to trading on
the Main Board of the JSE. It is expected that listing will become effective at 9.00 a.m. (Johannesburg
time) on or around 10 August 2012. Settlement of the Firm Placing Shares to be held on the South
African Share Register is expected to take place on or around 10 August 2012 in accordance with the
terms of the Placing Allocation Letters.
Application will be made to the London Stock Exchange for admission to trading of the Conditional
Placing Shares to AIM. Settlement for any Conditional Placing Shares issued and allotted pursuant to
the Placing and held on the UK depository interest register will, subject to the passing of the
Shareholder Resolution, take place on the date of the Second Admission which is expected to be on
or around 12 September 2012 in accordance with the terms of the Placing Allocation Letters.
Application will be made to the JSE for the Conditional Placing Shares to be listed and admitted to
trading on the Main Board of the JSE. It is expected that listing will become effective at 9.00am
(Johannesburg time) on or around 13 September 2012. Settlement of the Firm Placing Shares to be
held on the South African Share Register is expected, subject to the passing of the Shareholder
Resolution to take place on or around 13 September 2012 in accordance with the terms of the Placing
Allocation Letters.
Placing
Participation in, and principal terms of, the Placing:
1 Deutsche Bank is acting as joint bookrunner and co-lead manager and as agent of the
Company, Investec is acting as joint bookrunner, co-lead manager and as agent of the
Company and Investec SA is acting as joint bookrunner, co-lead manager and as agent of
the Company.
2 By participating in the Placing, you (and any person acting on your behalf including, for the
avoidance of doubt, any nominee) acknowledge that Deutsche Bank, Investec and Investec
SA are not making any recommendation to you nor advising you, nor are you relying on
them to advise, regarding the suitability or merits of your acquiring any Placing Shares or
entering into any transaction connected with them. You acknowledge and agree that
Deutsche Bank is acting as the joint bookrunner and co-lead manager in respect of the
Placing, Investec is acting as the joint bookrunner and co-lead manager and Investec SA is
acting as the joint bookrunner and co-lead manager and all are assisting the Company in
identifying prospective purchasers for the Placing Shares and providing other assistance to
the Company in respect of the Placing. Accordingly, you acknowledge and agree that none
of Deutsche Bank, Investec or Investec SA are acting for, and that you do not expect them
to have, and acknowledge and agree that they do not have, any duties or responsibilities
towards you for providing protections afforded to their customers or clients or advising you
with regard to your participation in the Placing and that you are not, and will not be, a
customer or client of any of Deutsche Bank, Investec, or Investec SA in relation to your
participation in the Placing. Therefore none of Deutsche Bank, Investec or Investec SA will
be responsible to you or to any other person for providing the protections afforded to their
respective clients or for providing advice in relation to the transactions and arrangements
described in this Announcement, nor do the contents or receipt of this Announcement
constitute the provision of investment advice by any of Deutsche Bank, Investec or Investec
SA.
3 Each prospective Placee's allocation (and the split between Firm Placing Shares and
Conditional Placing Shares) will have been confirmed to the Placee orally by the Relevant
Manager, and (a) conditional contract note(s) and a Placing Allocation Letter despatched as
soon as possible thereafter. The Relevant Manager's oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of the Relevant Manager and the Company, under which
the Placee agrees to acquire the number of Firm Placing Shares and/or Conditional Placing
Shares allocated to it at the Placing Price on the terms and conditions set out in this
Appendix and the Placing Allocation Letter and in accordance with the Company's
constitution.
4 Each prospective Placee's allocation and commitment will have been evidenced by (a)
conditional contract note(s) issued to such Placee by the Relevant Manager and a Placing
Allocation Letter. The terms and conditions of this Appendix will be deemed to be
incorporated in the Placing Allocation Letter and contract note(s) (where applicable). The
Placing Allocation Letter must be signed and returned, but if you fail to return an executed
Placing Allocation Letter its terms and the terms of this Appendix will be deemed to have
been accepted by you.
5 Any agreement to acquire Placing Shares is made on the terms and conditions of this
Appendix and the terms and conditions in the Placing Allocation Letter (a copy of which has
been provided to each prospective Placee) and will be legally binding on each Placee and,
except with each of the Managers’ consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Relevant Manager, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire. Each Placee's obligations under this
paragraph will be owed to the Relevant Manager.
6 Except as required by law or regulation, no press release or other announcement will be
made by the Managers or the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior written consent.
7 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed,
settlement for all Placing Shares to be acquired pursuant to the Placing will be required to
be made at the relevant time, on the basis explained below under "Registration and
Settlement".
8 All obligations under the Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Right to terminate under the Placing Agreement".
9 By participating in the Placing, each Placee will agree that its rights and obligations in
respect of the Placing will terminate only in the circumstances described below and will not
be capable of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable rules of the FSA, none of the
Managers nor any of their respective affiliates or agents shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of the Placing
Shares to the Placees and the Managers shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, none of the Managers nor any of
their respective affiliates or agents shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the conduct of the Placing process or
of any alternative method of effecting the Placing as the Managers and the Company may
agree.
11 Each prospective Placee who is subscribing for Placing Shares will be required to sign a
Placing Allocation Letter to be provided by Deutsche Bank or Investec in the UK or by
Investec SA or Deutsche Bank or their affiliates or agents in South Africa. The terms and
conditions contained in this Appendix will be deemed to be incorporated in that Placing
Allocation Letter.
Conditions of the Placing
The obligations of the Managers under the Placing Agreement in respect of the Placing Shares are
conditional on, inter alia:
(a) in relation to the obligations relating to both the Firm Placing Shares and the
Conditional Placing Shares:
(i) AIM Admission of the Firm Placing Shares occurring not later than 8.00
a.m. (London time) on 9 August 2012 or such other date as may be agreed
between the Company and the Managers, not being later than 15 August
2012;
(ii) the JSE having confirmed to the Company in writing before the date of AIM
Admission of the Firm Placing Shares (or such other date as may be
agreed between the Company and the Managers) the agreement of the
JSE that the Firm Placing Shares will be eligible for listing on the JSE on
that date (or such other date as may be agreed between the Company and
the Managers, not being later than 16 August); and
(iii) the warranties contained in the Placing Agreement being true and accurate
and not misleading on and as of the date of the Placing Agreement and at
the date of the AIM Admission of the Firm Placing Shares as though they
had been given and made on such dates by reference to the facts and
circumstances then subsisting;
(b) in relation to the obligations relating to the Conditional Placing Shares:
(i) the passing without amendment of the Shareholder Resolution at the
General Meeting;
(ii) AIM Admission of the Conditional Placing Shares occurring not later than
8.00 a.m. (London time) on 12 September 2012 or such other date as may
be agreed between the Company and the Managers, not being later than
19 September 2012;
(iii) the JSE having confirmed to the Company in writing before the date of AIM
Admission of the Conditional Placing Shares (or such other date as may
be agreed between the Company and the Managers) the agreement of the
JSE that the Conditional Placing Shares will be eligible for listing on the
JSE on that date (or such other date as may be agreed between the
Company and the Managers, not being later than 20 September 2012);
and
(iv) the warranties contained in the Placing Agreement being true and accurate
and not misleading on and as of the date of the Placing Agreement and at
the date of the AIM Admission of the Conditional Placing Shares as though
they had been given and made on such dates by reference to the facts and
circumstances then subsisting;
(c) in the opinion of any of the Managers, acting in good faith, there having been since
the date of the Placing Agreement no material adverse effect (as defined in the
Placing Agreement), whether or not foreseeable at the date of the Placing
Agreement.
If: (i) any of the conditions contained in the Placing Agreement in relation to the Firm Placing Shares
are not fulfilled or waived by each of the Managers by the respective time or date where specified (or
such later time or date as the Company and each of and the Managers may agree); (ii) any of such
conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the Placing Shares (both Firm Placing
Shares and Conditional Placing Shares) will lapse and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee against either the Company or any of the Managers in respect
thereof. The Firm Placing is not conditional in any way on the Conditional Placing.
If: (i) any of the conditions contained in the Placing Agreement in relation to the Conditional Placing
Shares are not fulfilled or waived by each of the Managers (if capable of waiver) by the respective
time or date where specified (or such later time or date as the Company and each of the Managers
may agree); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing
Agreement is terminated in the circumstances specified below, the Placing in relation to the
Conditional Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to
the Conditional Placing Shares shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee against either the Company or any of the Managers in respect
thereof.
The Managers may, in their absolute discretion and upon such terms as they think fit, jointly (but not
severally) waive compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that certain conditions,
including the condition relating to AIM Admission of either the Firm Placing Shares or the Conditional
Placing Shares taking place, may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Managers nor the Company shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee agrees that any such decision is
within the discretion of each of the Managers and the Company.
Right to terminate under the Placing Agreement
Each of the Managers may, in each case in each of their absolute discretions, at any time before AIM
Admission of the Firm Placing Shares or the Conditional Placing Shares (as the case may be),
terminate the Placing Agreement by giving notice to the Company in certain circumstances, including,
inter alia, a breach of the warranties given to the Managers in the Placing Agreement; the failure of
the Company to comply with obligations which are material in the opinion of that Manager; or the
occurrence of a force majeure event which, in the opinion of that Manager, is likely to prejudice the
success of the Placing. Following AIM Admission of the Firm Placing Shares, the Placing Agreement
is not capable of rescission or termination to the extent that it relates to the Placing of the Firm
Placing Shares.
Notwithstanding AIM Admission of the Firm Placing Shares, each Manager retains its rights under the
Placing Agreement to terminate the placing of the Conditional Placing Shares in accordance with the
terms thereof. Any such termination after completion of the placing of the Firm Placing Shares will not,
for the avoidance of doubt, affect the completed placing of the Firm Placing Shares.
If any of the obligations of the Manager who terminated the Placing Agreement as set out in the
paragraph above with respect to the Placing are terminated in the manner contemplated above, the
rights and obligations of each Placee shall cease and terminate at such time and no claim can be
made by any Placee in respect thereof. The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and will not be subject to termination by
the Placee or any prospective Placee at any time or in any circumstances.
By participating in the Placing, the Placees agree that the exercise by any of the Managers of any
right of termination or other discretion under the Placing Agreement is within the absolute discretion of
each Manager and the Managers need not make any reference to Placees and neither the Managers
nor the Company shall have any liability to Placees whatsoever in connection with any such exercise.
No Prospectus
The Placing Shares have been offered to a limited number of specifically invited persons only and are
not offered in such a way as to require a prospectus in the United Kingdom, South Africa or in any
other jurisdiction. No offering or admission document or prospectus has been or will be submitted to
be approved by the FSA, the London Stock Exchange plc or registered by CIPC in relation to the
Placing and Placees' commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or the Managers or any other person,
and none of the Managers nor the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as having been authorised by the
Company, its officers or board of directors. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the Company in accepting a
participation in the Placing, including the merits and risks involved. The Company is not making any
undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business advice. Each Placee
should consult its own lawyer, tax advisor and business advisor for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of
any person for fraud.
Registration and Settlement
UK Settlement
Settlement of transactions in the Placing Shares following AIM Admission will take place in respect of
the Placing Shares to be held on the UK depositary interest register, on a delivery versus payment
basis in Depositary Interest form within CREST.
The Company will deliver the Placing Shares in Depositary Interest form to CREST accounts
operated by Deutsche Bank and Investec acting as agents for the Company and Deutsche Bank and
Investec will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement of the Firm Placing Shares will be on 8 August 2012 in CREST in
accordance with the instructions set out in the trade confirmation or Placing Allocation Letter.
Settlement for any Conditional Placing Shares issued and allotted pursuant to the Placing will, subject
to the passing of the Shareholder Resolution take place on the date of AIM Admission of such shares
which is expected to be 12 September 2012.
South African Settlement
Settlement of transactions in the Placing Shares following listing on the JSE will take place in respect
of the Placing Shares to be held on the South African share register, on a delivery versus payment
basis in accordance with the rules of STRATE with Computershare Investor Services (Pty) Limited
acting as broker under the rules of STRATE to manage settlements on behalf of the Company.
The Placing Allocation Letter sets out further details of the proposed arrangements for payment for
and settlement of Placing Shares to be held on the South African share register.
It is expected that settlement of the Firm Placing Shares will be 10 August 2012 on a T+4 basis in
accordance with the instructions set out in the Placing Allocation Letter.
Admission to listing on the JSE for any Conditional Placing Shares issued and allotted pursuant to the
Placing will, subject to the passing of the Shareholder Resolution, take place on 13 September 2012
and settlement of such shares is expected to take place on 13 September 2012, in accordance with
the instructions set out in the Placing Allocation Letter.
General
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a
portion thereof) to any Placee in any form it requires if, in the Relevant Manager’s opinion, delivery or
settlement is not possible or practicable within CREST or STRATE, as the case may be, or would not
be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee who has been allocated Placing Shares in the Placing has signed a Placing Allocation
Letter which together with the form of confirmation (if applicable) states the number of Placing Shares
(both Firm Placing Shares and Conditional Placing Shares) that have been allocated to each Placee
at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or STRATE rules and regulations and settlement
instructions that it has in place with the Managers.
Interest is chargeable daily on payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of three percentage points above the base rate from
time to time of Barclays Bank PLC, as determined by the Managers.
Each Placee agrees that, if it does not comply with these obligations, the Managers (or any of them)
may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the relevant Manager's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due thereof. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which
may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that
the contract note(s) and Placing Allocation Letter (if applicable) is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's
name or that of its nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf including,
for the avoidance of doubt, any nominee) makes the following representations, warranties,
acknowledgements, undertakings and agreements (as the case may be) to the Company and to the
Managers:
1 represents and warrants that it has read and understood this Announcement, including the
Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based
upon only the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein;
2 acknowledges that no offering or admission document or prospectus has been prepared in
connection with the placing of the Placing Shares and represents and warrants that it has
not received a prospectus or other offering or admission document in connection therewith;
3 acknowledges that neither the Managers nor the Company nor any of their respective
affiliates or agents nor any person acting on behalf of any of them has provided, nor will
they provide, it with any information or material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of the Managers, the
Company, any of their respective affiliates or agents or any person acting on behalf of any
of them to provide it with any such information or material;
4 acknowledges that the content of this Announcement is exclusively the responsibility of the
Company and that none of the Managers, their respective affiliates or agents or any person
acting on behalf of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or statement contained
in this Announcement or otherwise. Each Placee further represents, warrants and agrees
that the only information on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in this Announcement and
any information previously published by the Company by notification to a Regulatory
Information Service including, without limitation, the registration document dated 31
October 2011, such information being all that it deems necessary and appropriate to make
an investment decision in respect of the Placing Shares and that it has neither received nor
relied on (and will not receive nor rely on) any other information given or representations,
warranties (whether express or implied) or statements made by any of the Managers or the
Company and neither the Managers nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and agrees that it
has not relied (and is not entitled to rely) on any investigations that the Managers or any
person acting on their behalf may have conducted with respect to the Placing Shares or the
Company and has made and relied on its own investigation of the business, financial or
other position of the Company in deciding to participate in the Placing;
5 represents and warrants that it has neither received nor relied on any confidential price
sensitive information concerning the Company or the Placing Shares in accepting an
invitation to participate in the Placing;
6 acknowledges that the Ordinary Shares are listed, admitted to trading or quoted (as the
case may be) on AIM, the ASX and the JSE and the Company is therefore required to
publish certain business and financial information in accordance with the rules of such
exchanges and has published a registration document dated 31 October 2011 (collectively,
the "Exchange Information"), which includes a description of the nature of the Company's
business and the Company's most recent resource statements, financial statements, and
similar statements for preceding financial years, and that it is able to obtain or access the
Exchange Information without undue difficulty;
7 acknowledges that neither the Managers nor any person acting on their behalf nor any of
their affiliates nor its or their respective directors, officers, employees, agents, partners or
professional advisers has or shall have any liability for any direct, indirect or consequential
loss or damage suffered by any person as a result of relying on any statement contained in
the Exchange Information, any other information made available by or on behalf of the
Company or made publicly available by the Company on its website, by press release, by
public filing or otherwise or any other information, provided that nothing in this paragraph
excludes the liability of any person for fraud made by that person;
8 acknowledges that it is not, and at the time the Placing Shares are acquired will not, be a
resident of the United States, Australia, Canada or Japan, and that the Placing Shares have
not been and will not be registered under the securities legislation of the United States,
Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold,
resold, pledged, taken up, renounced or delivered or transferred, directly or indirectly, in or
into those jurisdictions;
9 unless otherwise specifically agreed with the Managers, represents and warrants that it is,
or at the time the Placing Shares are acquired that it will be, the beneficial owner of such
Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of the
United States, Australia, Canada or Japan;
10 acknowledges that the Placing Shares have not been and will not be registered under the
securities legislation of the United States, Australia, Canada or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in or into those jurisdictions;
11 represents and warrants that the issue to it, or the person specified by it for registration as
holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act, 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
12 represents and warrants that it has complied with its obligations in connection with money
laundering and terrorist financing under the United Kingdom Proceeds of Crime Act, 2002,
the United Kingdom Terrorism Act, 2003 and the United Kingdom Money Laundering
Regulations, 2007 and the equivalent Australian and South African legislation (the
"Regulations") and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party as required by
the Regulations and has obtained all governmental and other consents (if any) which may
be required for the purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Managers such evidence, if any, as to the identity or location or legal status
of any person which any Manager may request from it in connection with the Placing (for
the purpose of complying with such regulations or ascertaining the nationality of any person
or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner
requested by the Managers on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Managers may decide at their sole
discretion;
13 if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
represents and warrants that the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the European Economic Area which
has implemented the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Managers has been given to the offer or
resale;
14 represents and warrants that it has not offered or sold and, prior to the expiry of a period of
six months from the relevant AIM Admission, will not offer or sell any Placing Shares to
persons in the United Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
15 represents and warrants that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the European Economic Area prior to the relevant AIM Admission
except to persons whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not result in an offer to
the public in any member state of the European Economic Area within the meaning of the
Prospectus Directive;
16 represents and warrants that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not require approval of
the communication by an authorised person;
17 represents and warrants that it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
18 represents and warrants that if it resides in a member state of the European Economic Area
it is a Qualified Investor within the meaning of the Prospectus Directive;
19 represents and warrants that it has complied and will comply with all applicable provisions
of the Australian Corporations Act (including relevant insider trading provisions) and the
ASX Listing Rules in relation to the Placing Shares;
20 agrees that it must comply with all applicable provisions of the Australian Foreign
Investments and Takeovers Act, 1975 (Cth) in relation to the Placing Shares by no later
than the settlement date for the relevant Placing Shares;
21 represents and warrants that its participation in the Placing will not cause its (or its
associates) aggregate shareholding in the Company to be 20% or more of the issued share
capital of the Company;
22 represents and warrants that it is not a 'related party' of the Company as that term is
defined in section 228 of the Australian Corporations Act and/or the ASX Listing Rules, (or if
it is a 'related party' of the Company, that its acquisition of Placing Shares would not require
the Company to obtain the approval of its shareholders under section 208(1)(a) of the
Australian Corporations Act);
23 represents and warrants that if it resides in the United Kingdom it is a Qualified Investor
within the meaning of the Prospectus Directive and a person (a) who has professional
experience in matters relating to investments and is an “Investment Professional” falling
within article 19(5) (investment professionals) of the Order, or (b) who falls within article
49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Order;
24 agrees that it will not offer to sell the Placing Shares to any person that is not a
sophisticated or professional investor under section 708(8) or section 708(11) of the
Australian Corporations Act until the day after a notice is lodged by the Company with ASX
that complies with subsections 708A(5)(e) and (6) of the Australian Corporations Act;
25 represents and warrants that if it resides in the Republic of South Africa and qualifies as an
addressee described in section 96(1)(a) or 96(1)(b) of the South African Companies Act,
2008 (No 71 of 2008), as amended;
26 represents and warrants that is has complied with and will comply with all applicable
provisions of the South African Companies Act, 2008 (No 71 of 2008), as amended,
Securities Services Act, 2004 (No 36 of 2004), as amended and the JSE Listings
Requirements in relation to the Placing Shares;
27 represents and warrants that it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities (including without
limitation any and all approvals that may be required for the purposes of the South African
Exchange Control Regulations, 1961) to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto (including, without limitation, in the
case of any person on whose behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and will honour such
obligations, and it has had access to such financial and other information concerning the
Company and the Placing shares as it deems necessary in connection with its decision to
purchase the Placing Shares;
28 where it is acquiring Placing Shares for one or more managed accounts, represents and
warrants that it is authorised in writing by each managed account: (a) to acquire the Placing
Shares for each managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this Appendix and the
Announcement of which it forms part; and (c) to receive on its behalf any investment letter
and/or Placing Allocation Letter relating to the Placing in the form provided to you by any of
the Managers;
29 undertakes that it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with this Announcement and any Placing Allocation
Letter on the due time and date set out herein and it has obtained all necessary consents
and authorities to enable it to give its commitment so to subscribe, failing which the relevant
Placing Shares may be placed with other placees or sold as each of the Managers may in
their sole discretion determine and without liability to such Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such Placee’s Placing Shares on its
behalf;
30 acknowledges that none of the Managers, nor any of their respective affiliates, nor their
respective agents nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of any of the Managers and that none of the Managers have
any duties or responsibilities to it for providing the protections afforded to their respective
clients or customers or for providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or exercise any
termination right;
31 undertakes that the person whom it specifies for registration as holder of the Placing
Shares will be: (a) itself; or (b) its nominee, as the case may be. Neither the Managers nor
the Company will be responsible for any liability for stamp duty or stamp duty reserve tax or
securities transfer tax resulting from a failure to observe this requirement. Each Placee and
any person acting on behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company and the Managers in respect of the same on the basis
that the Placing Shares will be allotted to the CREST or STRATE stock account of the
Relevant Manager or its affiliate or agent who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement instructions;
32 acknowledges that any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Managers in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities have a quotation
on a recognised stock exchange;
33 acknowledge that time is of the essence as regards to obligations pursuant to this
Appendix, the Placing Allocation Letter and form of confirmation (if applicable);
34 agrees that the Company and the Managers and their respective affiliates and agents and
others will rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements, undertakings and agreements which are given to the Managers on
their own behalf and on behalf of the Company and are irrevocable, and with respect to any
of the representations, warranties, acknowledgements, undertakings and agreements
deemed to have been made by a purchaser of the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has sole investment discretion with respect to each
such account and it has full power and authority to make the foregoing representations,
warranties, acknowledgements, undertakings and agreements on behalf of each such
account;
35 agrees to indemnify on an after tax basis and hold the Company and the Managers and
their respective affiliates and agents harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements and
undertakings in the Placing Allocation Letter and as set out in this Appendix and further
agrees that the provisions of the Placing Allocation Letter and as set out in this Appendix
shall survive after completion of the Placing;
36 represents and warrants that it is an institution or an addressee which: (a) has such
knowledge and experience in financial and business matters and expertise in assessing
credit, market and all other relevant risks as to be capable of evaluating, and has evaluated
independently, the merits, risks and suitability of its investment in the Placing Shares; and
(b) it and any accounts for which it is acting are each able to bear the economic risk of such
investment, and are each able to sustain all or a substantial portion of any investment in the
Placing Shares and the Placee will not look to the Managers for all or any part of any such
loss or losses it may suffer;
37 represents and warrants that it is entitled to subscribe for the Placing Shares under the laws
of all relevant jurisdictions which apply to it;
38 represents and warrants that it is outside the United States; has not purchased the Placing
Shares as a result of any directed selling efforts within the meaning of Rule 902(c) of
Regulation S; and its purchase of the Placing Shares will be in compliance with the
requirements of Regulation S, including, without limitation, that the offer and sale of the
Placing Shares to it constitute an "offshore transaction" as such term is defined in
Regulation S;
39 understands and acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or the securities laws of any state or other jurisdiction of
the United States. It agrees that the Placing Shares may not be reoffered, sold, pledged or
otherwise transferred, and that it will not directly or indirectly reoffer, sell, pledge or
otherwise transfer the Placing Shares, except in an offshore transaction in accordance with
Rule 903 or 904 of Regulation S or another exemption from, or transaction not subject to,
the registration requirements of the Securities Act and that such offer, sale, pledge or
transfer must, and will, be made in accordance with any applicable securities laws of any
state or other jurisdiction; and
40 understands that no representation has been, is being or will be made by the Company as
to the availability of an exemption from the registration for the reoffer, resale, pledge or
transfer of the Placing Shares in accordance with the Securities Act.
Placees are liable for any stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the subscription by them of any Placing
Shares or the agreement by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the
Managers owe any fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the
Managers or any of their respective affiliates or agents may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Managers, any money
held in an account with any of the Managers, on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the meaning of the rules and
regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a consequence, this money will not
be segregated from the Relevant Manager's money, as the case may be, in accordance with the client
money rules and will be used by the Managers in the course of their own respective businesses and
the Placee will rank only as a general creditor of the Managers.
If the Company or any of the Managers or their respective affiliates or agents request any information
about a Placee's agreement to acquire Placing Shares, including, without limitation, any information
required by the South African Reserve Bank in respect of the Placing Shares and any evidence
supporting the representations and warranties given above, such Placee shall (and it undertakes to)
promptly disclose it to them.
All times and dates in this Announcement may be subject to amendment. The Managers shall notify
the Placees and any person acting on behalf of the Placees of any changes.
Definitions
AIM Admission the admission by the London Stock Exchange of the Firm
Placing Shares or the Conditional Placing Shares, as the
context requires, to trading on AIM becoming effective in
accordance with the AIM Rules
AIM the AIM market operated by London Stock Exchange plc
AIM Rules the AIM Rules for Companies as issued by the London Stock
Exchange from time to time
Announcement this announcement (including the Appendix)
Appendix the appendix to the Announcement
ASIC the Australian Securities & Investments Commission
ASX ASX Limited (ACN 008 624 691), a company registered
under the Australian Corporations Act and, where the context
permits, the Australian Securities Exchange operated by ASX
Limited
ASX Listing Rules the Listing Rules of the ASX and any other rules of ASX
which are applicable while the Company is admitted the
Official List of ASX
Australian Corporations Act the Corporations Act 2001 (Cth) of Australia and any Class
Orders issued by ASIC
certificated or in certificated form where a share or other security is not in uncertificated form
CIPC the South African Companies and Intellectual Property
Commission, previously the South African Companies and
Intellectual Property Registration Office
Company Coal of Africa Limited
Conditional Placing Shares Placing Shares to be placed with investors conditional on
shareholder approval at the General Meeting
CREST the relevant system (as defined in the CREST Regulations)
for the paperless Settlement of Share transfers and the
holding of shares in uncertified form in respect of which
Euroclear UK & Ireland Limited is the Operator (as defined in
the CREST Regulations)
Depositary Interests or DIs independent securities constituted under English law and
issued or to be issued by Computershare Investor Services
PLC in respect, and representing on a 1 for 1 basis,
underlying Ordinary Shares which may be held or transferred
through the CREST system
Deutsche Bank Deutsche Bank AG, London Branch
European Economic Area the European Union, Iceland, Norway and Liechtenstein
Firm Placing Shares Placing Shares to be placed firm and issued by the Company
further to the directors’ authority to allot Ordinary Shares for
cash, on a non-pre-emptive basis
FSA the UK Financial Services Authority
FSMA the Financial Services and Markets Act 2000
General Meeting or GM a general meeting of the shareholders of the Company to be
convened to be held on or around 11 September 2012 in
order, among other things, to consider, and if thought fit pass,
the Shareholder Resolution
GM Notice the notice convening the General Meeting
Investec Investec Bank plc
Investec SA Investec Bank Limited
JSE JSE Limited, a public company incorporated with limited
liability under the laws of the Republic of South Africa, with
registration number 2005/022939/06 and licensed as an
exchange under the South African Securities Services Act,
2004 (No 36 of 2004), as amended, often referred to as the
"Johannesburg Stock Exchange''
London Stock Exchange or LSE London Stock Exchange plc
Managers Deutsche Bank, Investec and Investec SA and “Manager”
shall mean any of them as the context requires
Ordinary Shares ordinary shares in the share capital of the Company
Placee any person (including individuals, funds or otherwise) by
whom or on whose behalf a commitment to acquire Placing
Shares has been given
Placing the placing of the Placing Shares with Placees to be effected
by the Managers on the terms and subject to the conditions
set out in this Placing Announcement and the Placing
Agreement
Placing Agreement the placing agreement dated 6 August 2012 among the
Company, the directors of the Company and the Managers in
respect of the Placing
Placing Allocation Letters the letters sent to each of the Placees referring to the terms
and conditions of the Placing set out in this Announcement
and setting out further terms and conditions of the Placing
Placing Price £0.25 per Placing Share or in the case of Placing Shares to
settle in STRATE, ZAR3.25 per Placing Share
Placing Shares the aggregate of the Firm Placing Shares and the Conditional
Placing Shares or any of them as the context requires
Pounds Sterling, £ or GBP the lawful currency of the United Kingdom
Prospectus Directive the Directive of the European Parliament and of the Council
of the European Union 2003/71/EC
Regulatory Information Service one of the regulatory information services approved by the
London Stock Exchange for the distribution to the public of
AIM announcements, the Companies Announcement
Platform in relation to announcements released by the
Company to the ASX and the Securities Exchange News
Service in relation to announcements released to the JSE
Regulation S Regulation S under the Securities Act
Securities Act the US Securities Act of 1933, as amended
Shareholder Resolution the resolution of the shareholders of the Company set out in
the GM Notice which is required to be passed to enable the
Company to issue the Conditional Placing Shares to Placees
South African Rand the lawful currency of the Republic of South Africa
STRATE STRATE Limited, a company duly registered and
incorporated in the Republic of South Africa under
registration number 1998/02224/06, licensed as a central
securities depository under the South African Securities
Services Act, 2004 (No 36 of 2004)
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions,
any state of the United States and the District of Columbia
Date: 07/08/2012 08:48:00 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.
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