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ASIC Relief
Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
ANNOUNCEMENT 30 November 2015
ASIC Relief
ASIC grants relief to Coal of Africa Limited from Division 5A of Part 7.9 of the Australian
Corporations Act in relation to Universal Coal PLC
Coal of Africa Limited (CoAL) is pleased to announce that the Australian Securities and Investments
Commission (ASIC) has granted relief to CoAL under subsection 1020F(1) of the Australian Corporations Act
2001 (Cth) (Corporations Act) in relation to the offer which will be made by CoAL to purchase all the ordinary
shares and shares underlying CDIs in Universal Coal PLC (UNV) under an offer document and in accordance
with the terms and conditions announced by CoAL on ASX on 26 November 2015 (the Offer), by way of a
declaration set out in ASIC instrument [15-1129] (ASIC Relief).
The Offer is subject to the unsolicited offer provisions in Division 5A of Part 7.9 of the Corporations Act which
regulate unsolicited off-market offers to purchase financial products which are made in Australia. To the extent
that those provisions apply to the Offer, but for the ASIC Relief, the terms of the Offer may not be varied.
Summary of the nature and effect of the ASIC Relief
1.1 The ASIC Relief grants relief to CoAL by modifying the unsolicited offer provisions of the
Corporations Act in relation to CoAL’s Offer so that CoAL is permitted to vary certain terms of the
Offer by:
(a) extending the Offer Period, provided the extension occurs:
(i) if no defeating conditions apply, at any time before the end of the offer period for the
Offer (Offer Period); and
(ii) if any defeating conditions apply; no later than the notice referred to in paragraph
1.2(f) below is given (status notice time) or after the status notice time in certain
circumstances including, for example, where a competing offer for UNV shares
and/or CDIs is announced or made (Competing Proposal) or the consideration
offer by CoAL under the Offer (Offer Consideration) or the consideration for offers
under a Competing Proposal is improved;
(b) improving the Offer Consideration, including by (among other things) increasing the cash
sum offered, increasing the number of securities offered, increasing the rate of interest
payable under debentures offered or by increasing the amount or value of debentures offered;
or
(c) freeing the Offer from defeating Conditions, provided that, other than in respect of
conditions relating to events or circumstances referred to in section 652C(1) or (2) of the
Corporations Act (commonly described as prescribed occurrences) or similar events and
circumstances set out in the offer document and agreed to by ASIC (if any), CoAL does so not
less than 7 days before the end of the Offer Period.
1.2 The ASIC Relief also requires:
(a) that any increase in the Offer Consideration be extended to all Offers made by CoAL,
whether or not already accepted;
(b) that any variation that extends the Offer Period, increases the Offer Consideration or
frees the Offer from defeating conditions varies all unaccepted Offers in the same way;
(c) CoAL to give notice of any extension of the Offer Period or increase of the Offer Consideration
to UNV and ASX (and everyone to whom Offers were made1) setting out the terms of the
variation and any rights of accepting offerees to withdraw their acceptances, which will arise
if:
(i) the Offer is subject to a defeating condition; and
(ii) the variation represents a variation that that postpones for more than 1 month the time
when CoAL has to meet its obligations (including to pay the Offer Consideration)
under the Offer;
(d) CoAL to give notice of any variation freeing the Offer from defeating conditions to UNV and
ASX stating that the offers are free them the defeating condition and specifying CoAL’s voting
power in UNV;
(e) where a defeating condition is fulfilled during the Offer Period but before the status notice time,
CoAL to give notice to UNV and ASX stating that the defeating condition has been fulfilled;
(f) between 14 and 7 days before the end of the Offer Period, CoAL to give an update on the
status of the defeating conditions (Status Notice) to UNV and ASX specifying whether the
Offer is free from defeating conditions or whether, so far as CoAL is aware, the defeating
conditions have been satisfied together with CoAL’s voting power in UNV;
(g) where the Offer Period is extended, CoAL to give notice to UNV and ASX stating:
(i) whether the Offer is free from the defeating conditions or whether they have been
satisfied as at the date of the extension; and
(ii) the revised period during which it must give a Status Notice;
1 A copy does not need to be given to offerees if the variation merely extends the Offer Period where the Offer is not subject to
any defeating conditions.
(h) that, where the Offer Consideration is improved or CoAL’s voting power in UNV increases to
more than 50% within the last 7 days of the Offer Period:
(i) the Offer Period is automatically extended so that it ends 14 days after the
improvement or increase occurs (but is capable of further extension); and
(ii) within 3 days of the improvement or increase, CoAL is required to give UNV, and UNV
shareholders who have been made but not accepted an Offer, written notice that the
extension has occurred.
1.3 Not all terms of the ASIC Relief are discussed in this Announcement. Please refer to the actual ASIC
Relief for full details of the ASIC Relief.
CoAL is continuing to progress preparation of the offer document which will be dispatched in connection
with the Offer. For further information regarding the proposed Offer, timing and the terms and conditions of
the proposed Offer please refer to CoAL’s announcement of 26 November 2015.
For more information contact:
David Brown Chief Executive Officer Coal of Africa +27 10 003 8000
De Wet Schutte Chief Financial Officer Coal of Africa +27 10 003 8000
Celeste Riekert Investor Relations Coal of Africa +27 10 003 8000
Tony Bevan Company Secretary Endeavour Corporate Services +61 08 9316 9100
Company advisors:
Jos Simson/Emily Fenton Financial PR (United Kingdom) Tavistock +44 20 7920 3150
Matthew Armitt/Ross Allister Nominated Adviser and Broker Peel Hunt LLP +44 20 7418 8900
Charmane Russell/Olwen Auret Financial PR (South Africa) Russell & Associates +27 11 880 3924 or
+27 82 372 5816
Investec Bank Limited is the nominated JSE Sponsor
About CoAL:
CoAL is an AIM/ASX/JSE listed coal exploration, development and mining company operating in South Africa. CoAL’s key projects
include the Vele Colliery (coking and thermal coal), the Greater Soutpansberg Project /MbeuYashu, including CoAL’s Makhado Project
(coking and thermal coal).
AU: Coal of Africa Limited, Suite 8, 7 The Esplanade, Mount Pleasant, Perth WA 6153, Australia, Tel: +61 8 9316 9100, Fax: +61 8 9316 5475
ZA: South Block, Summercon Office Park, Cnr Rockery Lane and Sunset Avenue, Lonehill, 2191, Tel: +27 10 003 8000 Fax: +27 11 388 8333 Email: adminza@coalofafrica.com
Bernard R. Pryor – Chairman, David H. Brown – Chief Executive Officer, De Wet O Schutte
Non-executive directors: Peter G. Cordin, Andrew D Mifflin, Khomotso B. Mosehla ,Thabo F Mosololi, Rudolph H. Torlage
Date: 30/11/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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