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Further Update On The Vlaklaagte And Elandspruit Transactions
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WESCOAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
JSE Share code: WSL & ISIN: ZAE000069639
("Wescoal" or "the Company")
FURTHER UPDATE ON THE VLAKLAAGTE AND ELANDSPRUIT TRANSACTIONS
1. Transactions update
Shareholders are referred to the announcements released on SENS on 31 July
2012, 3 September 2012 and 5 October 2012 ("Previous Announcements")
relating to the Vlaklaagte Acquisition, the Vlaklaagte Disposal and the
Elandspruit Acquisition (“the Transactions”).
Capitalised terms used and not otherwise herein defined, shall have the
meanings ascribed thereto in the Previous Announcements.
Shareholders are advised that Xstrata and Wescoal Mining have received
legal advice to the effect that Competition Commission approval is not
required in relation to the Vlaklaagte Disposal and Elandspruit
Acquisition. The associated Conditions Precedent to the Vlaklaagte Disposal
and Elandspruit Acquisition are accordingly deemed to have been timeously
fulfilled.
Shareholders will be advised as soon as the remaining conditions precedent
to the Transactions have been met.
2. Extension of Conditions Precedent
The dates for satisfaction of certain of the remaining Conditions Precedent
have been extended by agreement between Xstrata and Wescoal Mining as
follows:
a) Vlaklaagte Disposal –
By no later than 15 January 2013 (previously 30 November 2012):
- a circular to the shareholders of Wescoal and approval thereof by the
JSE; and
- approval of the Vlaklaagte Disposal by the shareholders of Wescoal and
by Wescoal in its capacity as sole shareholder of Wescoal Mining,
pursuant to section 112 of the Companies Act, 2008.
By no later than 15 January 2013 (previously 14 December 2012), the
Vlaklaagte Mining Right being granted to Wescoal Mining in accordance with
the MPRDA.
By no later than 28 February 2013 (previously 14 December 2012); Wescoal
Mining obtaining Ministerial consent for the transfer of the Vlaklaagte
Mining Right to Xstrata in terms of section 11 of the MPRDA.
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b) Elandspruit Acquisition –
By no later than 15 January 2013 (previously 30 November 2012):
- a circular to the shareholders of Wescoal and approval thereof by the
JSE; and
- approval of the Elandspruit Acquisition by the shareholders of
Wescoal in accordance with the JSE Listings Requirements.
By no later than 31 January 2013 (previously 14 December 2012), execution
of a notarial deed of cession between Duiker and Xstrata to give effect to
the transfer by Duiker to Xstrata of the Elandspruit Mining Right and such
cession being lodged for registration with the Mining Titles Office.
By no later than 28 February 2013 (previously 14 December 2012), Xstrata
obtaining Ministerial Consent for the transfer of the Elandspruit Mining
Right to Wescoal Mining in terms of section 11 of the MPRDA.
3. Circular to shareholders
Shareholders were advised that a circular containing full details of the
Transactions would be distributed to them on or before 31 October 2012. The
circular is now expected to be distributed to shareholders on or before 30
November 2012.
Corporate adviser & Sponsor to Wescoal Legal Advisers to
Wescoal
Exchange Sponsors KWA Attorneys
Legal Advisers to Xstrata
Baker & McKenzie
Johannesburg
8 November 2012
Date: 08/11/2012 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
