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Debt Refinancing, Corporate Restructure and Proposed Equity Financing Arrangements
The Waterberg Coal Company Limited
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)
Debt Refinancing, Corporate Restructure and Proposed Equity Financing Arrangements
The Board of The Waterberg Coal Company Limited (WCC or the Company) is pleased to advise
that it and Firestone Energy Limited (FSE) (collectively the Waterberg Coal Group (WCG)) have
entered into a non-binding term sheet with South Africa’s largest gold producing company,
Sibanye Gold Limited (Sibanye) whereby, inter alia, Sibanye, have agreed terms with Standard
Bank of South Africa Limited (SBSA) (as Facility agent) to acquire the existing WCC funding
facility held by SBSA (the Facility).
It is proposed, subject to completion of due diligence and formal transaction documentation, the
Facility acquired by Sibanye will, upon the completion of a corporate restructure; and subject to the
various regulatory requirements and court, regulatory & shareholder approvals; be converted to
equity in the enlarged company.
The proposed restructuring will see WCC and FSE merge through a proposed scheme of
arrangement in accordance with the provisions of the Australian Corporations Act (Cth) 2001. The
scheme of arrangement will be subject to formal documentation, shareholder, regulatory and court
approvals.
In addition to the acquisition of the Facility and the conversion of same into equity in the enlarged
group, Sibanye will:
- Contemporaneous with the acquisition by Sibanye of the Facility and the execution by the
Parties of the transaction agreements and the provision by WCG Parties of the security,
provide AU$8.5 million as additional working capital to WCG.
- Subject to shareholder approval and other Corporations Act (Cth) 2001 and ASX Listing
Rules requirements, subscribe for shares based on a conversion price of AU$ 0.0154 per
ordinary share in the capital of the consolidated WCG following the Corporate Consolidation
(“the Sibanye Loan”). The consolidated WCG will issue the shares which are to be offset
against the loan principal repayable by the consolidated WCG.
- Enter into a coal off-take agreement with WCG. This agreement will specify the term,
quantity, quality, target price and delivery of coal which will be produced and sold to Sibanye
(or a nominated representative) for the purpose of Sibanye’s power requirements as part of
the IPP Platform (to support Sibanye’s IPP/s). The Parties undertake that the terms of the off-
take agreement will be such that it conforms to international standard IPP debt financing
requirements. These coal sales will be in addition to the proposed 4 million tonnes of high
quality export thermal coal product that WCG anticipate producing for the export market.
With respect to the proposed export project, WCG are finessing the optimisation studies which accrue
from the definitive feasibility study (DFS) competed during the course of 2014 and 2015. WCG are
now working on funding arrangements for the proposed development.
It is the view of WCG that the suite of transactions now proposed and outlined above will greatly
enhance the proposed export project development.
The proposed suite of transactions (with Sibanye) will be subject to due diligence and the completion
of the formal transaction documentation. It is anticipated that both of which will be completed by mid
November 2015.
It is anticipated that the current voluntary suspension of the Company’s securities will remain until the
completion of the due diligence and transaction documentation referred to above by Sibanye.
The Company will update the market as and when the various conditions precedents are satisfied.
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It should be noted that the matters referred to in this announcement are subject to documentation and
a number of regulatory, court and shareholder approvals. Accordingly at this stage there is no
certainty that the transactions contemplated will eventuate.
Stephen Miller
Executive Director and CEO
The Waterberg Coal Company Limited
17 September 2015
Registered office:
Level 2, 1 Walker Avenue, West Perth, Western Australia 6005 Australia
Tel:+61 8 9485 0888
Fax: +61 8 9485 0077
South African office:
Level 1, The Place, 1 Sandton Dr Sandton, 2146 South Africa
Tel: +27 10 594 2240
Fax: +27 10 594 2253
Contact:
Mr Stephen Miller
Executive Director/CEO
Tel: +27 10 594 2240 or +61 8 9385 0888
E-mail: info@waterbergcoal.com.au
Directors:
Dr Mathews Phosa (Chairman)
Stephen Miller (Executive Director and CEO)
Lee Boyd (Director and Company Secretary)
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Date: 17/09/2015 08:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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