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Update to Keaton shareholders and revised salient dates
Keaton Energy Holdings Limited
(A company incorporated in the Republic of South Africa with Registration number:
2006/011090/06)
ISIN: ZAE000117420
JSE Share Code: KEH
(“Keaton” or the “Company”)
UPDATE TO KEATON SHAREHOLDERS AND REVISED SALIENT DATES
1. UPDATE TO KEATON SHAREHOLDERS
Keaton shareholders are referred to the announcements released by Keaton on SENS on
Monday, 26 August 2013, wherein it was announced, inter alia, that Keaton had entered into a
scheme implementation deed (the “Scheme Implementation Deed”) dated 23 August 2013 with
Xceed Resources Limited (“Xceed”) in terms of which Keaton has made an offer to acquire the
entire issued share capital of Xceed by way of a scheme of arrangement (the “Scheme”) in
accordance with Part 5.1 of the Australian Corporations Act 2001, as amended (the
“Transaction”).
In order to simplify the regulatory approval processes, Keaton has amended the funding
arrangements relating to the Transaction. These amendments have now been finalised. Keaton
shareholders are advised that, subject to the satisfaction of the relevant conditions precedent, the
final funding arrangements relating to the Transaction are as follows:
- the issue of 32 647 838 new Keaton ordinary shares to Plusbay Limited, a wholly-owned
subsidiary of Gunvor Group Ltd, in terms of a specific issue of shares for cash, at an
issue price of R1.7782 per new Keaton ordinary share (the “Specific Issue”), which
represents a 10% discount to the 30 trading day volume weighted average price of
Keaton ordinary shares on the JSE Limited (the “JSE”) for the period ended 22 August
2013;
- subject to conclusion of definitive agreements, debt funding arrangements between
Keaton and Investec Bank Limited (“Investec”) pursuant to which Investec will provide
approximately R130 000 000 to Keaton; and
- Keaton’s own cash resources,
collectively, the “Funding Arrangements”.
As a consequence of amending the Funding Arrangements, Keaton and Xceed have entered into
an amendment deed (the “Amendment Deed”), which is ancillary to the Scheme Implementation
Deed announced previously. The principal changes reflected in the Amendment Deed are the
Funding Arrangements detailed above, revised salient dates for the Scheme and the
reimbursement of certain expenses to Xceed as set out below.
In recognition of the delay to the implementation of the Transaction brought about by Keaton’s
amended Funding Arrangements, Keaton has agreed to reimburse Xceed, by no later than
6 December 2013, for working capital, costs of the Scheme and operational expenses incurred in
accordance with the agreed budget and the terms of the Scheme Implementation Deed (as
varied), until the Scheme becomes effective, up to a maximum amount of AU$350,000 (or such
additional amounts as agreed in writing by the parties after 6 December 2013). This
reimbursement of expenses is refundable to Keaton under certain circumstances.
2. REVISED SALIENT DATES
In light of the delay in finalising the Funding Arrangements relating to the Transaction, Keaton has
been granted an extension by the JSE to post its circular to shareholders, incorporating a notice
of general meeting, on or before Tuesday, 24 December 2013.
It is anticipated that the record date for the purpose of determining which Keaton shareholders
are entitled to participate in and vote at the general meeting shall be Friday, 17 January 2014 and
that the general meeting of Keaton shareholders will be held on Thursday, 23 January 2014.
Johannesburg
20 November 2013
Joint financial advisors: Qinisele Resources & Ceres Capital
Legal advisor in Australia: Ashurst
Legal advisor to Keaton in South Africa: Norton Rose Fulbright
Investment Bank and Sponsor: Nedbank Capital
Independent Expert: BDO
Independent Reporting Accountants to Keaton: KPMG
Independent Reporting Accountants in relation to Xceed: Moore Stephens
Tax and Exchange Control Advisors to Keaton: Webber Wentzel
Joint Competent Person: Venmyn Deloitte
Joint Competent Person: Gemecs
Date: 20/11/2013 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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