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General issue of shares for cash and combined claw-back and rights offer declaration announcement
Wescoal Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
JSE share code: WSL
ISIN: ZAE000069639
(“Wescoal” or “the Company”)
GENERAL ISSUE OF SHARES FOR CASH AND COMBINED CLAW-BACK AND RIGHTS OFFER DECLARATION
ANNOUNCEMENT
1. Introduction
Wescoal shareholders (“Shareholders”) are advised that Wescoal has issued a total of 9 848 485 shares
for cash, representing 5.02% of the issued share capital of Wescoal before this issue, in terms of a
general authority to issue shares for cash as approved by Wescoal shareholders at the annual general
meeting of the Company held on 21 October 2014 ("the Cash Issue"). Details of the Cash Issue are
outlined in paragraph 2 below.
Shareholders are also referred to announcements released on Stock Exchange News Services (“SENS”)
on 7 October 2015 and 13 October 2015, being the declaration announcement and delay in the release
of finalisation announcement, respectively (“Announcements”), relating to the proposed capital raising
by way of a renounceable combined claw-back and rights offer (“Combined claw-back and rights offer”).
Due to the implementation of the Cash Issue and share price movement since the Announcements, the
Company, through its board of independent directors has revised the terms of the Combined claw-back
and rights offer. The Company hereby withdraws the Announcements and issues a new declaration
announcement outlining the revised terms of the Combined claw-back and rights offer, which terms are
outlined in paragraph 3 below.
2. General issue of shares for cash
2.1 Details of the Cash Issue
In total, 9 848 485 shares (“the New Wescoal Shares”) were issued at a price of 132 cents per share
(“the Issue Price”), representing a 5% discount to the 30 day volume weighted average price up to and
including 21 October 2015, being the date the price of the Cash Issue was agreed between Wescoal
and the parties subscribing for the shares.
A total cash amount of R13 million has been raised in terms of the Cash Issue, and the new Wescoal
shares to be issued in terms of the Cash Issue will rank pari passu with the existing shares in issue.
The New Wescoal Shares were placed with public shareholders as defined in paragraphs 4.25 and 4.26
of the JSE Limited Listings Requirements.
The New Wescoal Shares will be issued and listed on or about Friday, 6 November 2015.
2.2 Intended use of funds
The proceeds of the Cash Issue will be used for general working capital purposes including
improvement projects to optimise the Wescoal Processing Plant (efficiencies and coal handling
capacity) and to complete the final phase of Elandspruit Colliery.
3. Combined claw-back and rights offer
Shareholders are advised that Wescoal intends to raise a maximum of R65 million equity capital by way
of the Combined claw-back and rights offer through the issue of up to 49 041 904 new ordinary shares
of no par value to Wescoal shareholders at a subscription price of 132 cents per Combined claw-back
and rights offer share in the ratio of 23.78944 Combined claw-back and rights offer shares for every 100
Wescoal ordinary shares held at the close of trade on Friday, 20 November 2015 (“Record Date”).
3.1 Rationale for the Combined claw-back and rights offer
The Combined claw-back and rights offer to Shareholders has been initiated to raise capital for the
further development of Wescoal’s flagship project, Elandspruit Colliery (refer to the SENS
announcements dated 9 July 2015, 29 July 2015, 10 September 2015 and 16 September 2015,
respectively) and to take advantage of inorganic and organic growth options. The Company commenced
processing coal at its beneficiation plant close to Elandspruit and delivered ‘first coal’ to customers
during the month of July 2015.
To date, the Company has funded growth projects for the group from operating cash flows, and as a
consequence has recently experienced some strain on its free cash flow position which inhibits further
growth potential. The decision to pursue the Combined claw-back and rights offer has further been
brought about by delays in the release of long-term bank funding which depends on long-term contracts
with Eskom being concluded.
3.2 Terms of the Combined claw-back and rights offer
In terms of the Combined claw-back and rights offer, 49 041 904 new ordinary shares of no par value
will be offered to Shareholders on the Record Date (“Qualifying Shareholders”) at a price of 132 cents
per Combined claw-back and rights offer share (“Subscription Price”), representing a maximum
Combined claw-back and rights offer equity capital raise of R65 million.
The Subscription Price represents a discount of 5% to the 30-day volume weighted average price of
Wescoal shares over the 30-day period up to and including Wednesday, 21 October 2015, being the
date that the independent board of directors approved the revised terms of the Combined claw-back
and rights offer. The Combined claw-back and rights offer will be offered to Qualifying Shareholders in
the ratio of 23.78944 Combined claw-back and rights offer shares for every 100 Wescoal ordinary shares
held on the Record Date.
Simeka Capital Holdings Proprietary Limited (“Simeka” or the “Subscriber”) has committed to fully
subscribe for a maximum of 30 303 030 new ordinary shares of no par value which shall not have been
subscribed for by Qualifying Shareholders pursuant to the Combined claw-back and rights offer (“Claw-
back shares”) for a subscription consideration of R40 million (“Subscription Amount”) at the
Subscription Price in accordance with the subscription agreement entered into between the Subscriber
and the Company (“Subscription Agreement”).
To the extent that Qualifying Shareholders do not follow their rights in terms of the Combined claw-
back and rights offer, the Subscriber will be issued with the Claw-back shares. To the extent that all
Qualifying Shareholders follow their rights in terms of the Combined claw-back and rights offer, the
Subscriber will not be issued any Claw-back shares and will be refunded the Subscription Amount.
In terms of the Subscription Agreement, the Subscription Amount is payable to the Company in advance
on Monday, 16 November 2015 and Wescoal shall allot the Claw-back shares to the Subscriber on this
date, upon receipt of the Subscription Amount. The Subscriber has agreed to allow Wescoal, upon
receipt of the Subscription Amount, immediate access to such funds for the purposes set out in
paragraph 3.1.
In consideration for the Subscriber providing the Subscription Amount to Wescoal in advance, prior to
the opening of the Combined claw-back and rights offer, Wescoal shall pay to the Subscriber a liquidity
fee equal to 2.5% (two and a half percent) of the Subscription Amount.
The Combined claw-back and rights offer shares will, upon allotment and issue, rank pari passu with the
existing issued Wescoal ordinary shares in terms of both voting and distribution rights.
The entitlement of each Qualifying Shareholder holding certificated shares (“Qualifying Certificated
Shareholder”) will be reflected in the appropriate block in the form of instruction, to be enclosed in the
circular to be issued.
Qualifying Shareholders holding dematerialised shares (“Qualifying Dematerialised Shareholders) will
not receive a printed form of instruction. Their central securities depository participant (“CSDP”) or
broker accounts will automatically be credited with their entitlements.
Fractional entitlements to shares resulting from the Combined claw-back and rights offer will be
rounded down to the nearest whole number if they are less than 0.5, and will be rounded up to the
nearest whole number if they are equal to or greater than 0.5.
Qualifying Shareholders not holding a multiple of 100 shares will receive entitlements in accordance
with a table of entitlements contained in a circular to be issued.
Applications for additional Combined claw-back and rights offer shares will not be permitted.
3.3 Directors
It is the intention of Messrs W Sulaiman and JG Pansegrouw who collectively hold 1% shareholding to
follow their rights in terms of the Combined claw-back and rights offer. MR Ramaite, the Non-
Executive Chairman of Wescoal, is a shareholder and Executive Chairman of Simeka. To the extent that
Simeka is issued with Claw-back shares, MR Ramaite’s indirect beneficial interest in the Company will
increase. MR Ramaite will not be following his rights in terms of his direct beneficial shareholding in
the Company.
The directors' ability to follow their rights is dependent on their ability to raise sufficient funding, and
to the extent that the directors do not follow their rights, their rights will potentially be renounced or
lapsed. The directors will not be permitted to apply for additional Combined claw-back and rights offer
shares.
3.4 Salient dates and times
The salient dates and times in respect of the Combined claw-back and rights offer are set out below:
2015
Finalisation announcement released on SENS on Tuesday, 10 November
Last day to trade in Wescoal shares on the JSE in order to be entitled to Friday, 13 November
participate in the Combined claw-back and rights offer on
Listing and trading on the JSE of the letters of allocation with the JSE Monday, 16 November
Code WSLN and ISIN ZAE000210399 from the commencement of trade on
Wescoal shares commence trading ex-Combined claw-back and rights Monday, 16 November
offer entitlement on the JSE from
Subscription Amount paid to Wescoal by the Subscriber in accordance Monday, 16 November
with the Subscription Agreement on
Allotment of Claw-back shares to the Subscriber on Monday, 16 November
Circular, including form of instruction (where applicable), mailed to Tuesday, 17 November
Qualifying Certificated Shareholders on
Record date in order to be entitled to participate in the Combined claw- Friday, 20 November
back and rights offer on
Combined claw-back and rights offer opens on Monday, 23 November
Letters of allocation credited to an electronic account held at the Monday, 23 November
transfer secretaries in respect of Qualifying Certificated Shareholders on
CSDP or broker accounts credited with entitlements in respect of Monday, 23 November
Qualifying Dematerialised Shareholders on
Combined claw-back and rights offer circular mailed to Qualifying Tuesday, 24 November
Dematerialised Shareholders (where applicable) on
Last day to trade in the letters of allocation on the JSE on Friday, 27 November
Listing and trading on the JSE of the Combined claw-back and rights Monday, 30 November
offer shares commences at 09h00 on
Payment to be made, and form of instruction to be lodged, with the Friday, 4 December
transfer secretaries by Qualifying Certificated Shareholders by 12h00 on
Combined claw-back and rights offer closes at 12h00 on Friday, 4 December
Record date for the letters of allocation on Friday, 4 December
Combined claw-back and rights offer shares issued on Monday, 7 December
Claw-back shares not accepted in terms of the Combined claw-back and Monday, 7 November
rights offer, issued to the Subscriber on
CSDP or broker accounts of Qualifying Dematerialised Shareholders Monday, 7 December
debited and updated with entitlements to the Combined claw-back and
rights offer shares on
Share certificates posted to Qualifying Certificated Shareholders in Monday, 7 December
respect of entitlements to the Combined claw-back and rights offer on
Results of the Combined claw-back and rights offer announcement Monday, 7 December
released on SENS on
Refund to the Subscriber in terms of Claw-back shares taken up by Tuesday, 8 December
Qualifying Shareholders on
Notes:
1. All times indicated above are South African times.
2. Qualifying Dematerialised Shareholders are required to notify their appointed CSDP or broker of
their acceptance or otherwise of the Combined claw-back and rights offer in the manner and time
stipulated in the agreement governing the relationship between such shareholder and their CSDP or
broker.
3. Share certificates may not be dematerialised or re-materialised between Monday, 16 November
2015 and Friday, 20 November 2015, both days inclusive.
4. The CSDP or broker accounts of Qualifying Dematerialised Shareholders will be automatically
credited with new Wescoal ordinary shares to the extent to which they have accepted the
Combined claw-back and rights offer. Wescoal share certificates will be posted, by registered post at
the shareholders’ risk, to Qualifying Certificated Shareholders in respect of the Combined claw-back
and rights offer shares which have been accepted.
5. CSDPs effect payment in respect of Qualifying Dematerialised Shareholders on a delivery-versus-
payment method.
3.5 Conditions precedent
The Combined claw-back and rights offer remains conditional upon, inter alia, approval by the JSE of:
– the Combined claw-back and rights offer circular and ancillary documents thereto (“the Circular”);
and
– the listing of the Combined claw-back and rights offer shares.
3.6 Further notices
Shareholders are hereby advised that the finalisation announcement for the Combined claw-back and
rights offer, including the final terms of the Combined claw-back and rights offer, will now be released
on SENS on or about Tuesday, 10 November 2015 and in the South African press on or about
Wednesday, 11 November 2015.
The Circular and a form of instruction in respect of a letter of allocation, where applicable, will be
posted to Qualifying Certificated Shareholders on or about Tuesday, 17 November 2015. The Circular
will be posted to Qualifying Dematerialised Shareholders on or about Tuesday, 24 November 2015.
4. Jurisdiction
The Combined claw-back and rights offer does not constitute an offer in any jurisdiction in which it is
illegal to make such an offer.
The Combined claw-back and rights offer shares have not been, and will not be, registered under the
Securities Act of the United States. Accordingly, the Combined claw-back and rights offer shares may
not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States
or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the
Securities Act of the United States.
The Combined claw-back and rights offer does not constitute an offer in the District of Columbia, the
United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other
jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.
Shareholders resident outside of the Common Monetary Area should consult their professional advisors
to determine whether any governmental or other consents are required or other formalities need to be
observed to allow them to take up the Combined claw-back and rights offer, or trade their entitlement.
Shareholders holding Wescoal ordinary shares on behalf of persons who are resident outside of the
Common Monetary Area are responsible for ensuring that taking up the Combined claw-back and rights
offer, or trading in their entitlements under that offer, do not breach regulations in the relevant
overseas jurisdictions.
Johannesburg
5 November 2015
Investment bank, corporate advisor and sponsor
Nedbank Corporate and Investment Banking
Legal advisor
Mkhabela Huntley Adekeye Incorporated
Date: 05/11/2015 02:48:00 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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