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GEN - General - The Waterberg Coal Company Ltd - Abridged Pre-Listing Statement - Secondary Listing
The Waterberg Coal Company Limited
(formerly Range River Gold Limited)
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC (previously RNG) | JSE: WCC | ISIN: AU000000WCC9
(WCC or the Company)
ABRIDGED PRE-LISTING STATEMENT SECONDARY LISTING
This Abridged Pre-listing Statement is not an invitation to the public to subscribe for securities, nor a document directly soliciting subscription for or inviting purchase of WCC shares by the public. Its purpose is to provide relevant information to the public in connection with the secondary listing of the shares of the Company on the Alternative Exchange (AltX) of the JSE Limited (JSE) and in compliance with the JSE Listings Requirements and the Australian Securities Exchange Limited (ASX) Listing Rules (the Listing).
The information in this Abridged Pre-listing Statement has been extracted from the pre-listing statement issued by WCC on 20 September 2013 (Pre-listing Statement) and should be read with that Pre-listing Statement.
1. Introduction
The Company does not have authorised share capital as is commonly understood in South Africa. It is governed by the fundraising provisions contained in Chapter 6D of the Australian Corporations Act and by the Listings Rules of the ASX. The ordinary shares of the Company have no nominal par value and are recorded in the accounts of the Company at their issue price in AUSD. All of the ordinary shares rank pari passu in respect of all rights. No shares are held in treasury.
The JSE has granted WCC a secondary listing by way of an introduction of up to 255,409,168 fully paid ordinary shares of no fixed value on the AltX under the abbreviated name: Waterberg, JSE share code: WCC and ISIN code: AU000000WCC9 with effect from the commencement of trade on Monday, 30 September 2013 (the Listing Date).
As WCC has a primary listing on the ASX and is required to report on a continuous basis, prospective purchasers of shares in WCC are, in addition to reading the Pre-listing Statement, advised to consult both the ASX website (www.asx.com.au) and the WCC website (www.waterbergcoal.com.au) for all pertinent, current and historical information regarding WCC.
Trading of WCC shares on the ASX was voluntarily suspended on 15 March 2013 to allow WCC to complete the suite of transactions set out in the Pre-listing Statement. The Listing is subject to the Company being re-admitted to the ASX, which is expected to be on Wednesday, 25 September 2013. The Listing is further subject to a minimum capital raising of AUSD1,500,000 pursuant to an offer to the public of WCC shares and as set out in a prospectus issued by the Company on 12 July 2013 and available on the WCC website.
2. History and business of WCC
WCC was incorporated in Victoria, Australia, on 18 July 1994 and is listed on the ASX. The principal activity of the Company is exploration for coal, gold, copper and uranium. The Company is the registered owner of certain prospective exploration tenements in South Australia.
On 12 and 17 December 2012, WCC announced a series of transactions which have resulted in its holding two significant but differing interests relating to the exploration and mining of certain coalfields located in the Waterberg area of Limpopo (the Waterberg Project). These are as set out below.
2.1. The Ariona Acquisition
WCC has completed the acquisition of 100% of the issued share capital of Ariona Company SA (Ariona), a company registered in the Republic of Seychelles, which in turn has acquired 25% of Sekoko Coal Proprietary Limited (Sekoko). Sekoko is the Black Economic Empowerment partner in an unincorporated joint venture with Firestone Energy Limited (FSE) in respect of the Waterberg Project, and is also the owner or joint owner of the mineral rights required for the Waterberg Project. FSE is a company incorporated in Australia and listed on the ASX (with a secondary listing on the JSE).
2.2. The takeover offer in respect of FSE
At 22 August 2013, the last practicable date in respect of the Pre-listing Statement, WCC had acquired approximately 45% of FSE:
* directly, by way of a takeover offer in accordance with the Australian Corporations Act and the Rules of the ASX; and
* indirectly, by way of Ariona acquiring certain shares in FSE.
3. Rationale for the Listing
WCC is seeking a secondary listing on the AltX for the following reasons:
* to facilitate the participation of FSEs South African shareholders in the takeover offer in respect of FSE referred to above;
* to enable FSEs shareholders through acceptance of the takeover offer to participate directly in Sekoko, which holds the mineral rights in relation to the Waterberg Project; and
* to encourage South African investors to invest in WCC, as the Company will have a significant operational focus in South Africa.
4. Directors of WCC as at the Listing Date
The names, addresses, nationalities and roles of the directors of WCC are set out below:
Name & Nationality
Business address
Role
Brian McMaster -Australian
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Executive chairman
Stephen Miller -Australian
Mayfair Apartment 34/3
Park Avenue
Crawley, WA 6009
Australia
Executive director
Jonathan Hart - Australian
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Executive director and company secretary
Daniel Crennan - Australian
Level 21
181 William Street
Melbourne, VIC 3000
Australia
Non-executive director
Francis Funston - Australian
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Executive financial director
5. Copies of Pre-listing Statement
The Pre-listing Statement is available in English only. Copies may be obtained from the Transfer Secretaries at Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg and the companys corporate advisers, Bravura Equity Services Proprietary Limited, 23 Fricker Road, Ground Floor, Office Suite 2, Illovo Boulevard, 2196. An electronic version will be made available on the Companys website (www.waterbergcoal.com.au).
Johannesburg
20 September 2013
South African Corporate Advisers & Joint JSE Sponsor: Bravura Equity Services (Pty) Ltd
Joint JSE Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
South African Legal Advisers: Bowman Gilfillan Inc.
Independent Reporting Accountants: Moore Stephens
Date: 20/09/2013 03:10:00 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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