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Transaction Update: Recommended offer for Universal Coal Plc
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
11 March 2016
TRANSACTION UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
Coal of Africa Limited (ASX, AIM and JSE: CZA) ("CoAL") and Universal Coal Plc (ASX: UNV) (“Universal”)
are pleased to provide the following update on CoAL’s recommended offer for the entire issued and to be
issued share capital of 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").
Offer Conditions
CoAL is pleased to advise that it has received the written consent of Investec Bank Limited to the
Implementation of the Offer, thus satisfying the condition (h) as set out in Section 1 of Part A of Appendix VI
of the Offer Document.
CoAL has received elections for the Loan Note Alternative from Universal Shareholders (including Universal
CDI Holders representing 186,292,400 Universal Shares equating to approximately 36.77% of the total
number of Universal Shares in issue. In addition, an additional acceptance in respect of 20,000,000 Universal
Shares, equating to 3.95% of the total number of Universal Shares in issue, and in respect of which an
irrevocable undertaking to accept the Loan Note Alternative was given, is currently being treated as invalid
due to a procedural issue. This procedural issue is expected to be resolved in due course, which upon
resolution would result in the satisfaction of condition (b) as set out in Section 1 of Part A of Appendix VI of
the Offer Document.
In addition, the Offer remains subject to conditions (d), (e), (f), (j) and (k) as set out in Section 1 of Part A of
Appendix VI of the Offer Document.
CoAL Rio Tinto Chapudi Agreements
On 8 March 2016, CoAL announced that it has received a notice (the “Notice”) from Rio Tinto Minerals
Development Limited and Kwezi Mining Proprietary Limited alleging that CoAL is in breach of an obligation
under its agreements pursuant to which its subsidiary company acquired interests in Chapudi Coal Pty Ltd
and Kwezi Mining Exploration Pty Ltd. CoAL has announced that on legal advice it is disputing the validity of
the Notice and if Rio Tinto and Kwezi pursue the matter, CoAL will defend its position vigorously. It is not
expected to have any impact on the Offer.
Timetable
The Offer remains open for acceptance until 15 April 2016 and is expected to proceed according to the
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).
7.00pm (Sydney time)
CDI Acceptance Expiry 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 1.00pm (London time)
extended) on 15 April 2016
Expected date by which settlement of consideration will first On or around 22 April
occur* 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 and Universal wish 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.
Enquiries
CoAL Telephone: +27 (0)10 003 8000
David Brown, De Wet Schutte and Celeste Riekert
Qinisele Resources (Proprietary) Limited (Financial Adviser Telephone: +27 (0)11 883 6358
to CoAL)
Robert Philpot and Dennis Tucker
Peel Hunt LLP (Nominated Adviser and Broker to CoAL) Telephone: + 44 (0)20 7418 8900
Matthew Armitt, Richard Crichton and Ross Allister
Investec Bank Limited (JSE Sponsor for CoAL) Telephone: +27 (0)11 286 7000
Robert Smith and Tanya Cesare
Tavistock (United Kingdom PR Adviser to CoAL) Telephone: +44 20 7920 3150
Jos Simson and Emily Fenton
Universal Telephone: +27 12 460 0805
Tony Weber and Daryl Edwards
Arlington Group Asset Management Limited Telephone: +44 (0) 207 5010 389
(Financial Adviser to Universal)
Richard Greenfield
FCR (PR Adviser to Universal) Telephone: +61 2 8264 1003
Robert Williams
APP Securities Pty Limited (Financial Adviser to Universal) Telephone: +61 2 9226 0036
Nick Dacres-Mannings
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: 11/03/2016 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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