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FIRESTONE ENERGY LIMITED - Debt Refinancing, Corporate Restructure and Proposed Equity Financing Arrangements

Release Date: 17/09/2015 08:29
Code(s): FSE     PDF:  
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Debt Refinancing,  Corporate Restructure
and Proposed Equity Financing Arrangements

FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")

                                                                             ASX Release

                                                                         17 SEPTEMBER 2015

                                                                          FIRESTON ENERGY
                                                                               LIMITED
                                                                          ABN 71 058 436 794

                                                                           Registered office:
      Debt Refinancing, Corporate Restructure                           Level 2, 1 Walker Avenue
                        and                                               West Perth, Western
      Proposed Equity Financing Arrangements                                 Australia 6005
                                                                                 Australia

The Board of Firestone Energy Limited (FSE or the Company) is            Tel: +61 8 9485 0888
pleased to advise that it and The Waterberg Coal Company                 Fax: +61 8 9485 0077
Limited (WCC) (collectively the Waterberg Coal Group (WCG))
have entered into a non-binding term sheet with South Africa’s            South African office:
largest gold producing company, Sibanye Gold Limited (Sibanye)            Level 1, The Place,
whereby, inter alia, Sibanye, have agreed terms with Standard                1 Sandton Dr
Bank of South Africa Limited (SBSA) (as Facility agent) to acquire          Sandton, 2146
the existing WCC funding facility held by SBSA (the Facility).               South Africa
It is proposed, subject to completion of due diligence and formal
                                                                         Tel: +27 10 594 2240
transaction documentation, the Facility acquired by Sibanye will,
                                                                         Fax: +27 10 594 2253
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                  Contact:
company.                                                                   Mr Stephen Miller
                                                                           Managing Director
The proposed restructuring will see FSE and WCC merge through
a proposed scheme of arrangement in accordance with the
                                                                                   Or
provisions of the Australian Corporations Act (Cth) 2001. The
scheme of arrangement will be subject to formal documentation,
                                                                              E-mail:
shareholder, regulatory and court approvals.
                                                                        info@waterbergcoal.net
In addition to the acquisition of the Facility and the conversion of
same into equity in the enlarged group, Sibanye will:                   Directors and Officers:
        Contemporaneous with the acquisition by Sibanye of the         Non-Executive Directors:
        Facility and the execution by the Parties of the transaction       Dr Mathews Phosa
        agreements and the provision by WCG Parties of the                    (Chairman)
        security, provide AU$8.5 million as additional working             Edwin Leith Boyd
        capital to WCG.
                                                                               Officers:
        Subject to shareholder approval and other Corporations         Mr Stephen Miller Managing
        Act (Cth) 2001 and ASX Listing Rules requirements,                      Director
        subscribe for shares based on a conversion price of             Ms Amanda Matthee CFO
        AU$0.0154 per ordinary share in the capital of the                Mr Edwin Leith Boyd
        consolidated WCG following the Corporate Consolidation             Company Secretary
        (“the Sibanye Loan”). The consolidated WCG will issue
        the shares which are to be offset against the loan principal      ASX / JSE Symbol:
        repayable by the consolidated WCG.                                       FSE
        Enter into a coal off-take agreement with WCG. This
        agreement will specify the term, quantity, quality, target




                                                                                                    1
        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.
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
Managing Director
Firestone Energy Limited

17 September 2015
Johannesburg
Sponsor
River Group

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