COAL OF AFRICA LIMITED - Publication of offer document

Publication of offer document

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")

  21 December 2015

  PUBLICATION OF OFFER DOCUMENT

  Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL) is pleased to announce that pursuant to the joint
  announcement of a recommended Offer to be made by CoAL for Universal Coal plc (Universal) released on
  26 November 2015 (the Joint Announcement), that it has today lodged the Offer Document in relation to its
  offer to acquire the entire issued and to be issued share capital of Universal (the Offer), with the Australian
  Securities and Investments Commission.


  Under the terms of the Offer, CoAL is offering eligible Universal shareholders (including holders of CDIs) the
  opportunity to receive, for each Universal share held A$0.20 in cash and 1 new fully paid ordinary share in
  CoAL (the Cash and Share Offer). Certain Universal shareholders domiciled in the UK and other excluded
  jurisdictions will not be entitled to participate in the Cash and Share Offer but will instead be entitled to
  receive, for each Universal share held, A$0.25 in cash (the Cash Offer).


  In addition, subject to eligibility, Universal shareholders may also elect to receive Loan Notes with a principal
  amount of A$0.25 for their Universal shares, either solely or in combination with the Cash and Share Offer (as
  applicable).


  The Independent Universal Directors unanimously recommend that you accept the Offer, as they intend to do
  in respect of all of their Universal Shares. In addition, CoAL has received signed irrevocable undertakings to
  accept the Offer from Universal Shareholders (including from the Independent Universal Directors (subject to
  the discharge of their statutory and fiduciary duties as directors)) in respect of 219,731,118 Universal Shares,
  representing 43.37 per cent of Universal's total issued share capital as at the date of this Offer Document.


  CoAL shareholders representing 62.63% of CoAL’s total issued share capital have provided voting intention
  statements that they presently intend to vote in favour of the Offer.
CoAL is further pleased to advise that the following key conditions precedent to the Offer have been fulfilled,
namely, that:
1.        the South African Competition Commission has unconditionally approved in writing the
          implementation of the Offer; and
2.        Mountain Rush Trading 6 Proprietary Limited provided its written consent to the implementation of the
          Offer on terms acceptable to CoAL, acting reasonably;
The Offer Document will be despatched to Universal shareholders as soon as possible and, following receipt
of the Offer Document, Universal shareholders can accept the Offer.


Unless extended or withdrawn, the Offer remains open for acceptances until 1.00pm (London time) on 3
March 2016. Holders of CDIs must ensure that their acceptances are received by 7.00pm (Sydney time) on
26 February 2016.


Full details of the Offer are outlined in the Offer Document.


A copy of the offer document will be available on the CoAL website at www.coalofafrica.com


ENDS




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:
Robert Philpot/Dennis Tucker            Financial Adviser                Qinisele Resources                 +27 11 883 6358
                                                                         (Proprietary) Limited

Jos Simson/Emily Fenton                 Financial PR (United Kingdom)    Tavistock                          +44 20 7920 3150

Matthew Armitt/Ross Allister            Nominated UK Adviser and         Peel Hunt LLP                      +44 20 7418 8900
                                        Broker

Robert Smith/Tanya Cesare               Nominated JSE Sponsor            Investec Bank                      +27 11 286 7000

Charmane Russell/Olwen Auret            Financial PR (South Africa)      Russell & Associates               +27 11 880 3924 or
                                                                                                            +27 82 372 5816

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).

Date: 21/12/2015 11:34:00 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.