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COAL OF AFRICA LIMITED - Lapse of Offer for Universal Coal Plc

Release Date: 15/07/2016 14:15
Code(s): CZA     PDF:  
Wrap Text
Lapse of 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’)
___________________________________________________________________________
Lapse of Offer for Universal Coal Plc                           15 July 2016
___________________________________________________________________________
Coal of Africa Limited (ABN 98 008 905 388) (ASX, AIM and JSE: CZA) (CoAL) advises that
its offer for the entire share capital of Universal Coal Plc (Universal) (the Offer) as contained
in CoAL’s offer document dated 21 December 2015 as supplemented (Offer Document), has
lapsed.

The offer closed at 1.00pm (London time) on 15 July 2016, with the remaining Conditions to
the Offer unfulfilled at that time. Therefore, all contracts resulting from acceptances of the Offer
by Universal shareholders are void and of no effect.

At the Offer’s scheduled close, CoAL had received acceptances representing approximately
95.72% of Universal’s issued share capital. As a result of the lapse of the Offer CoAL now has
no voting power in Universal.

While an overwhelming majority of Universal shareholders accepted CoAL’s Offer, the CSA
with Eskom at NCC has not yet been finalised or signed. Universal has therefore not yet
commenced mining activities at NCC, at which first coal was expected to be produced in the
first half of 2016 as was envisaged in the Offer Document.

As a result, of the continued uncertainty in finalising the CSA and the other working capital
funding opportunities, CoAL's directors were not able to opine on the required working capital
statement on the readmission of the Consideration Shares and CoAL's Shares to trading on
AIM (Readmission). The working capital statement, required CoAL's directors to confirm that,
in their opinion having made due and careful enquiry, the working capital available to the
Enlarged Group (being the CoAL Group as enlarged by the Universal Group) would be
sufficient for its present requirements, that is for at least twelve months from the date of
Readmission. CoAL's directors must be able to make this working capital statement in order to
achieve Readmission of the Enlarged Group.

Whilst CoAL is disappointed it cannot complete the Offer at this time, it considers it important
that any acquisitions be sustainable and accretive and will continue to evaluate all
opportunities, which include CoAL making another offer for Universal, the structure of which
would need to ensure the sustainability of the Enlarged Group going forward and be capable
of completion.
Notwithstanding the opportunities being evaluated, CoAL continues to focus on restructuring
its balance sheet, operations and project pipeline to be better positioned to unlock shareholder
value as has been evidenced by the Soutpansberg deferred consideration agreement and
continued regulatory progress on both Vele Colliery and Makhado Project.

Unless the context otherwise requires, capitalised words in this notice have the same meaning
given to them in the Offer Document.




                                                            ENDS

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

Date: 15/07/2016 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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