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COAL OF AFRICA LIMITED - Notice of variation extending the offer period in respect of the recommended offer for Universal Coal plc

Release Date: 17/06/2016 08:00
Code(s): CZA     PDF:  
Wrap Text
Notice of variation extending the offer period in respect of the 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’)
___________________________________________________________________________
NOTICE OF VARIATION EXTENDING THE OFFER PERIOD IN RESPECT OF THE
RECOMMENDED OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
UNIVERSAL COAL PLC (“UNIVERSAL”) (“THE OFFER”)
___________________________________________________________________________

1.   Extension of the Offer to shareholders of Universal only
     CoAL wishes to advise that it has extended the Offer Period of the Offer, such that the
     Closing Date is now 15 July 2016.

     As announced on 31 May 2016, CoAL has entered into two subscription agreements with
     Hengshun Zhongsheng Group Co., Ltd and Summer Trees PTE. Ltd (“New Subscribers”)
     pursuant to which the New Subscribers will subscribe for 229,885,058 and 114,942,529
     CoAL Shares respectively at a price of US$0.0435 per CoAL Share, for total proceeds of
     US$15 million.

     These two subscription agreements together with the previously announced M&G
     Subscription Agreement and HEI Subscription Agreement amount to US$23.0 million and
     will be used to finance the cash payable under the Offer.

     Whilst CoAL is pleased to have finalised the terms of the financing detailed above (for
     which no further CoAL Shareholder approvals are required), it is electing to further extend
     the Offer until 15 July 2016, so that the Enlarged Group can ensure that it is financially in
     a position to advance its combined prospects following the completion of the Offer and
     the consequential working capital requirements for readmission of the Company's shares
     to trading on AIM.

     As a result, prior to the Closing Date, CoAL is continuing to progress potential working
     capital funding opportunities with a number of third parties.

     The Company intends to publish a Supplementary Admission Document prior to the
     readmission of the Enlarged Group.

     The full notice of Notice of Variation is available on the Company’s website
     (www.coalofafrica.com) and this announcement should be read in conjunction with that
      Notice of Variation. Universal Shareholders and CDI Holders should refer to the Offer
      Document for further instructions regarding how to accept the Offer

2     STATUS OF ACCEPTANCES
      CoAL is pleased to advise that it has now received consideration elections for the Loan
      Note Alternative from Universal Shareholders (including Universal CDI Holders)
      representing 255,299,984 Universal Shares equating to approximately 50.39% of the total
      number of Universal Shares in issue, including IchorCoal NV. Universal’s largest
      shareholder who has elected for the Loan Note Alternative in respect of a portion their
      holding of Universal Shares.

      CoAL wishes to advise that, as at the date of this Notice, it has received acceptances of the
      Offer from Universal Shareholders (including Universal CDI Holders) representing
      477,565,397 Universal Shares, equating to approximately 94.25% of the total number of
      Universal Shares on issue.



                                                            ENDS
17 June 2016
Enquiries:

 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:
 Dennis Tucker / Robert Philpot   Corporate Advisor                Qinisele Resources             +27 11 883 6358
 Matthew Armitt/Ross Allister     Nominated Adviser and            Peel Hunt LLP                  +44 20 7418 8900
                                  Broker
 Jos Simson/Emily Fenton          Financial PR (United             Tavistock                      +44 20 7920 3150
                                  Kingdom)
 Charmane Russell/Jane Kamau      Financial PR (South Africa)      Russell & Associates           +27 11 880 3924 or
                                                                                                  +27 82 372 5816
 Robert Smith/ Tanya Cesare       Nominated JSE Sponsor            Investec Bank                  +2711 286 7000

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