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Annoucement
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’)
ANNOUNCEMENT 03 March 2016
UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
RESULTS OF GENERAL MEETING
SUBSCRIPTION AGREEMENT WITH HEI
Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL or the Company) is pleased to provide an
update on its recommended offer for the entire issued and to be issued share capital of Universal Coal
plc (Universal) (the Offer).
Unless otherwise defined in this announcement, capitalised terms used in this announcement have the
meaning given to them in the offer document published by CoAL on 21 December 2015 (Offer
Document).
Fulfilment of Offer Conditions
CoAL is pleased to advise that, in fulfilment of certain key Conditions to the Offer:
- it has now received:
o acceptances of the Offer from Universal Shareholders (including Universal CDI
Holders) representing 269,570,685 Universal Shares, equating to approximately
53.20% of the total number of Universal Shares in issue, satisfying the Condition to
the Offer set out in paragraph 1(a) of Part A of Appendix VI of the Offer Document;
and
- at the general meeting of CoAL shareholders held earlier today (General Meeting), CoAL
Shareholders passed the CoAL Resolutions approving the acquisition of Universal resulting
from the Offer and the issue of the Consideration Shares and the Subscription Shares,
satisfying the Condition to the Offer set out in paragraph 1(c) of Part A of Appendix VI of the
Offer Document.
The Offer is still subject to the conditions set out in paragraphs (b) (Loan Note Alternative elections
being made in respect of Universal Shares representing not less than 40 per cent of the voting rights
carried by Universal Shares), (c) (passing of the CoAL Resolutions), (d) (admission to trading on AIM
of the Consideration Shares and readmission to trading on AIM of CoAL Shares), (e) (the Subscription
Agreements having become unconditional), (f) (the Offer not becoming subject to the Code), (h)
(Investec Bank Limited providing its written consent on terms acceptable to CoAL acting reasonably),
(j) (all Authorisations having been obtained) and (k) (no material adverse change in the financial or
trading position of, or prospects for, the Universal Group since 30 June 2015 and other prescribed
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occurrences) of section 1 of Part A of Appendix VI of the Offer Document and, so far as CoAL is aware,
those Conditions have not been fulfilled.
CoAL is of the view that good progress has been made on the remaining Conditions which are mainly
procedural in their nature and that they can be fulfilled in a timely manner.
Status of Loan Note Acceptances
CoAL has received elections for the Loan Note Alternative (including Universal CDI Holders)
representing 185,968,264 Universal Shares, equating to approximately 36.70% of the total number of
Universal Shares.
Extension of the Offer for Universal Coal plc
In addition, CoAL wishes to provide notice that it has further extended the Offer Period such that the
definition of the Closing Date in the Offer Document is amended to 15 April 2016 or such later date or
dates as may be determined by CoAL from time to time as provided in section 1 of Part B of Appendix
VI, unless the Offer is withdrawn by CoAL, provided that in no circumstances will the Closing Date be
later than 12 months after the Offer Date. A formal notice of variation and supplementary offer
document has been lodged with ASIC earlier today and will be dispatched to Universal Shareholders
shortly.
The variation has the effect of extending the period during which the Offer remains open for
acceptances. The rationale for extending the Offer Period is to allow sufficient time to receive further
Offer acceptances and for the remaining Conditions to be satisfied.
CoAL expects the Offer to proceed according to the revised indicative timetable set out below.
The dates and times set out in the timetable below are indicative only and may change in accordance
with the terms and conditions of the Offer, to the extent permitted by law and as described in the Offer
Document. In particular, the period during which the Offer is open for acceptance may be further
extended by CoAL (where permitted by law).
CDI Acceptance Expiry Time 7.00pm (Sydney time)
on 11 April 2016
Final date for receipt of TTE Instructions and Forms of 1.00pm (London time)
Acceptance on 15 April 2016
Closing Date of the Offer (unless the Offer Period is extended) 1.00pm (London time)
on 15 April 2016
Expected date by which settlement of consideration will first occur* On or around 22 April 2016
Readmission of CoAL Shares to trading on AIM* On or around 25 April 2016
Trading of Consideration Shares on AIM, ASX and JSE* On or around 25 April 2016
* CoAL will pay the cash and/or issue the Consideration Shares and/or Loan Notes to which
accepting Universal Shareholders are entitled within 14 calendar days of the date on which the
Offer becomes or is declared wholly unconditional or, in relation to valid acceptances received
after this date but while the Offer remains open for acceptance, within 14 calendar days of that
acceptance.
CoAL wishes to highlight that as a result of the structure of the Offer, the 'squeeze-out' provisions in
Chapter 3 of Part 28 of the UK Companies Act 2006 are not available to CoAL. Therefore, even if CoAL
acquires 90 per cent. or more of the Universal Shares pursuant to the Offer, it will not be able to require
the compulsory acquisition of the remaining Universal Shares and therefore Universal Shareholders
are advised take such action as may be necessary to enable them to accept the Offer.
The CoAL Board continue to recommend Universal Shareholders who have previously accepted the
Offer not to withdraw their acceptance. Your attention is again drawn to the letter of recommendation
from the Independent Universal Directors contained in Part II of the Offer Document. The Independent
Universal Directors continue to recommend that Universal Shareholders accept the Offer, as the
Independent Directors have done respect of all of their own Universal Shares (comprising in aggregate,
3.25 per cent. of Universal’s total issued share capital). Each of the Independent Universal Directors
has accepted the Loan Note Alternative in respect of his Universal Shares.
Universal’s obligations and those of each Independent Universal Director in respect of the
recommendation to Universal Shareholders to accept the Offer will cease to apply in respect of an
Independent Universal Director if that Independent Universal Director, acting on legal advice,
determines that to give or continue to give, or fail to withdraw, modify or qualify the recommendation in
favour of the Offer would be inconsistent with his fiduciary duties or his duties under applicable law or
regulation.
In recommending the Offer, the Independent Universal Directors have concluded that the terms of the
Offer are reasonable having regard to the recent trading prices of the Universal Shares on the ASX.
In assessing the value of the CoAL Shares being issued as part of the Cash and Share Offer, the
Independent Universal Directors note the VWAP of CoAL Shares on the JSE for the 60 and 30 day
periods ending on 24 November 2015, being A$0.062 and A$0.057 respectively (applying relevant
Exchange Rates), and that CoAL will be raising US$18 million at a price of US$0.0435 (approximately
A$0.061) (applying relevant Exchange Rates) per CoAL Share from each of Yishun Brightrise and
M&G pursuant to the Subscription Agreements.
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Additional Subscription Agreement
CoAL is pleased to announce that it has entered into a subscription agreement with Haohua Energy
International (Hong Kong) Resource Co. Limited (HEI). In terms of the Subscription Agreement HEI
has agreed to subscribe for 114,942,528 new CoAL Shares at a subscription price of US$0.0435
(approximately A$0.061) per CoAL Share (HEI Subscription Shares) for an aggregate subscription
amount of US$5 million.
HEI's subscription for the HEI Subscription Shares is subject to certain conditions, including:
- the Offer becoming unconditional in all respects; and
- HEI receiving approval for the issue of the HEI Subscription Shares from the Foreign
Investment Review Board in Australia.
CoAL intends to use the funds raised to provide additional funding for the Company’s corporate
activities and obligations.
HEI currently has a shareholding of 462,417,579 CoAL Shares representing 24% of the Company’s
existing issued share capital. Accordingly, HEI is considered a related party of the Company and HEI’s
subscription for 114,942,528 new CoAL Shares is considered a related party transaction under the AIM
Rules for Companies. Accordingly, the Directors consider, having consulted with Peel Hunt LLP, the
Company’s nominated adviser, that the terms of HEI’s subscription are fair and reasonable insofar as
CoAL Shareholders are concerned.
Results of General Meeting
The Directors of CoAL are pleased to announce that at the CoAL General Meeting held earlier today,
the resolutions put to the meeting were passed unanimously by a show of hands.
In accordance with ASX Listing Rule 3.13.2 and Section 251AA(2) of the Corporations Act 2001, the
Company hereby provides the following information on proxy votes received for each resolution:
For
RESOLUTION 1 – Approval of acquisition by Coal of Africa
Limited of Universal Coal plc 1,177,100,575
RESOLUTION 2 - Approval of issue of Shares to Yishun
Brightside Investment Pte Ltd 1,176,975,675
RESOLUTION 3 - Approval of issue of Shares to M&G
Investment Management Ltd 830,951,525
RESOLUTION 4 - Approval of issue of Consideration Shares 1,176,998,875
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RESOLUTION 5 – Approval of issue of Provisional Placement
Shares 714,659,796
Authorised by
David Brown
Chief Executive Officer
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 +61 08 9316 9100
Services
Company advisors:
Matthew Armitt/Ross Nominated Adviser and Peel Hunt LLP +44 20 7418 8900
Allister Broker
Robert Philpot/Dennis Corporate Advisor Qinisele Resources +27 11 883 6358
Tucker
Jos Simson/Emily Financial PR (United Tavistock +44 20 7920 3150
Fenton Kingdom)
Charmane Financial PR (South Africa) Russell & Associates +27 11 880 3924 or
Russell/Olwen Auret +27 82 372 5816
Investec Bank Limited is CoAL's 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).
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