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JSE LIMITED - Gen - General - Update to pre-listing statement

Release Date: 25/09/2013 16:25
Code(s): JSER     PDF:  
Wrap Text
Gen - General - Update to pre-listing statement


THE WATERBERG COAL COMPANY LIMITED
(formerly, Range River Gold Limited)
(Incorporated in Australia)
(ABN 64 065 480 453)
ASX: WCC ? JSE: WCC ? ISIN:AU000000WCC9
("WCC" or "the Company")			


UPDATE TO PRE-LISTING STATEMENT

1. Introduction

On 20 September 2013 WCC released an Abridged Pre-listing Statement on SENS (Abridged Pre-listing Statement) in respect of the secondary listing of the Company on the AltX under the abbreviated name: Waterberg, JSE share code: WCC and ISIN code: AU00000WCC9 (the Listing) with effect from commencement of trade on Monday, 30 September 2013 (the Listing Date).

The information in the Abridged Pre-listing Statement was extracted from the pre-listing statement issued by WCC on 20 September 2013 and made available on the ASX website (www.asx.com.au) and the WCC website (www.waterbergcoal.com.au) (Pre-listing Statement).

The Company would like to update certain information set out in the Pre-listing Statement and the Abridged Pre-listing Statement.

2. Conditions to Listing

Re-admission to the ASX

The Listing was stated to be conditional upon the re-admission of the Company to the ASX. 

As announced by way of an ASX Circular dated 23 September 2013, WCC can confirm that the securities of the Company have been reinstated to Official Quotation on the ASX from the commencement of trading on Wednesday, 25 September 2013.

As such, this condition to Listing is now met.

Capital raising

The Listing was further stated to be conditional upon a minimum capital raising of AUSD1,500,000 pursuant to an offer to the public of WCC shares as set out in a prospectus issued by the Company on 12 July 2013 and available on the WCC website (the Offer). 

As announced on the ASX and on SENS on 13 September 2013, WCC can confirm that the Offer has now closed with the Company pursuant to which it issued 7,502,500 fully paid ordinary shares in the capital of the Company (WCC Shares) and 3,751,250 options to acquire WCC Shares (WCC Options), raising AUSD1,500,500.

As such, this condition to Listing is now met.

3. Share Capital

Takeover Offer

WCC can confirm that the takeover offer in respect of Firestone Energy Limited (FSE), made in accordance with the Australian Corporations Act and the Rules of the ASX (the Takeover Offer), closed on Monday, 23 September 2013.

As a result of the Takeover Offer the Company has acquired 1,140,513,874 fully paid ordinary shares in the capital of FSE (FSE Shares), being a 32.13% interest therein. Together with the FSE Shares already held by the Company outside of the Takeover Offer, the Company holds 1,620,513,874 FSE Shares, being a cumulative 45.65% interest in the total FSE Shares in issue.

Given the close of the Takeover Offer, WCC is also able to confirm the total number of WCC Shares issued to FSE shareholders pursuant to the Takeover Offer and consequently the total issued share capital of the Company for the purposes of its reinstatement to the ASX and the Listing. 

Restricted Securities

Please note that, as set out in paragraph 6.3 of the Pre-listing Statement, certain WCC Shares and WCC Options in issue prior to the Listing, in particular certain shares and options held by directors and promoters, as well as certain WCC Shares issued pursuant to the Ariona Acquisition (as defined in the Pre-listing Statement), have been classified by the ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of official quotation in accordance with the ASX Listing Rules. 

These restricted securities are not available for quotation and will therefore not form part of the WCC Shares introduced to the AltX pursuant to the Listing. 

During the period in which these securities are prohibited from being transferred, trading in WCC Shares may be less liquid which may impact on the ability of a WCC shareholder to dispose of his or her WCC Shares in a timely manner.

The effect of this restriction, together with the closing of the Takeover Offer, is set out in the table below, reflecting the updated share capital of WCC.

Capital Structure

Issued ordinary shares of no fixed value 
177,005,123
Shares issued pursuant to the 2013 Offer 
7,502,500
Ordinary shares issued pursuant to the Takeover Offer 
71,268,690
Total
255,776,313
Shares restricted in respect of the Ariona Acquisition
(125,000,000)
Total shares available for quotation
130,776,313
Current options issued pursuant to the Offer and exercisable at A$0.20 each on or before 31 December 2014
3,751,250
Fully diluted number of securities available for quotation	
134,527,563

4. Enquiries 

Australian Corporate Advisors  Garrison Capital: Jonathan Hart -  jhart@garrisoncapital.net 



25 September 2013
Cape Town

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: 25/09/2013 04:25:00 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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