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Wescoal/Keaton Energy -Joint announcement for Wescoal and Keaton Energy-posting of circulars and notices of meetings
WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
ISIN: ZAE000069639
(“Wescoal”)
KEATON ENERGY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/011090/06)
Share code: KEH
ISIN: ZAE000117420
(“Keaton Energy”)
JOINT ANNOUNCEMENT - POSTING OF THE WESCOAL CIRCULAR AND THE SCHEME
CIRCULAR, INCLUDING NOTICES OF GENERAL MEETINGS OF WESCOAL
SHAREHOLDERS AND KEATON ENERGY SHAREHOLDERS, RESPECTIVELY,
RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED
ORDINARY SHARE CAPITAL OF KEATON ENERGY (“TRANSACTION”)
1. Circulars and notices of meetings
Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer
announcement (“Firm Intention Announcement”) published by Wescoal and Keaton Energy
on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise,
capitalised terms used in this announcement have the same meanings as given in the Firm
Intention Announcement.
Wescoal and Keaton Energy Shareholders are hereby advised that:
1.1 Wescoal has today (Thursday, 4 May 2017) posted a circular pertaining to the
Transaction (“Wescoal Circular”) to Wescoal Shareholders, which document
incorporates a notice of general meeting of Wescoal Shareholders (“Wescoal General
Meeting”) to be held at the registered office of Wescoal (“Wescoal’s Registered
Office”), being 1st Floor, Building 10, Woodmead Business Park, 142 Western Service
Road, Woodmead, at 08:00 on Friday, 2 June 2017; and
1.2 Wescoal and Keaton Energy have today (Thursday, 4 May 2017) posted a combined
offer circular pertaining to the Scheme and the Standby Offer (“Scheme Circular”) to
Keaton Energy Shareholders, which document incorporates a notice of general
meeting of Keaton Energy Shareholders (“Scheme Meeting”) to be held at
Aquamarine, Ground Floor, The Forum, Wanderers Building, The Campus (Dimension
Data), 57 Sloane Street (corner of Main Street), Bryanston, Sandton, at 10:00 on
Friday, 2 June 2017.
Copies of the Wescoal Circular and the Scheme Circular are available on Wescoal’s website
at www.wescoal.com and may be obtained at Wescoal’s Registered Office and the offices of
Wescoal’s Sponsor, Nedbank Corporate and Investment Banking, a division of Nedbank
Limited (3rd Floor, Corporate Place, 135 Rivonia Road, Sandton) from 4 May 2017 to 2 June
2017.
Copies of the Scheme Circular are available on Keaton Energy’s website at
www.keatonenergy.co.za and may be obtained at Keaton Energy’s registered office (Ground
Floor, Block H, The Braes, 3 Eaton Road, Bryanston) from 4 May 2017 to 2 June 2017.
The regulatory approvals required from the South African Reserve Bank, the JSE Limited and
the Takeover Regulation Panel for the distribution of the Wescoal Circular and the Scheme
Circular to Wescoal Shareholders and Keaton Energy Shareholders, respectively, have been
obtained.
2. Increase in the Scheme Consideration
Subsequent to the date of signature of the Firm Intention Offer Letter, Keaton Energy issued
a further 690 374 Keaton Energy Shares in terms of the ESOPs. As such, Wescoal and
Keaton Energy agreed to increase the aggregate Scheme Consideration from R525 589 661
to R526 832 334, with a resultant increase in the Cash Component from R350 393 107 to
R351 221 556 and the Consideration Shares from 87 598 277 to 87 805 389. The pro forma
financial effects as contained in the joint announcement dated 23 February 2017 therefore
reflect the Scheme Consideration per the Firm Intention Offer Letter before it was revised to
take into account the aforementioned Keaton Energy Share issue, and the pro forma financial
information in the Wescoal Circular and the Scheme Circular reflect the increased Scheme
Consideration.
3. Salient dates and times
Set out below are the salient dates and times pertaining to the implementation of the
Transaction for each of the Wescoal Shareholders and Keaton Energy Shareholders. These
dates and times are subject to amendment by mutual agreement between Keaton Energy
and Wescoal and with the approval of the JSE and/or the Takeover Regulation Panel. Any
such amendment will be released on SENS.
3.1 Salient dates and times for Wescoal Shareholders
2017
Record date to determine which Wescoal Shareholders are eligible Friday, 28 April
to receive the Wescoal Circular
Circular (together with the notice convening the Wescoal General Thursday, 4 May
Meeting) posted to Wescoal Shareholders
Announcement relating to the issue of the Wescoal Circular Thursday, 4 May
(together with the notice convening the Wescoal General Meeting)
released on SENS
Announcement relating to the issue of the Wescoal Circular Friday, 5 May
(together with the notice convening the Wescoal General Meeting)
published in the press
Last day to trade to be entitled to vote and participate in the Tuesday, 23 May
Wescoal General Meeting
Record date to be entitled to vote and participate in the Wescoal Friday, 26 May
General Meeting
Last day to lodge forms of proxy for the Wescoal General Meeting Wednesday, 31 May
(by 08:00)
Wescoal General Meeting to be held at 08:00 Friday, 2 June
Results of the Wescoal General Meeting to be released on SENS Friday, 2 June
Results of the Wescoal General Meeting published in the press Monday, 5 June
Expected date of fulfilment of the Scheme Conditions Tuesday, 20 June
Finalisation date announcement expected to be released on SENS Tuesday, 20 June
Consideration Shares expected to be listed on the JSE from Wednesday, 28 June
commencement of trade
Scheme Consideration expected to be settled Monday, 3 July
3.2 Salient dates and times for Keaton Energy Shareholders
The dates and times in the tables below are based on the assumption that there are no
dissenting Keaton Energy Shareholders.
2017
Record date to determine which Keaton Energy Shareholders
are entitled to receive the Scheme Circular Friday, 28 April
Posting of the Scheme Circular to Keaton Energy Thursday, 4 May
Shareholders and notice convening the Scheme Meeting
released on SENS
Notice convening the Scheme Meeting published in the press Friday, 5 May
Last day to trade in Keaton Energy Shares in order to be Tuesday, 23 May
recorded in the register on the voting record date
Voting record date in respect of being eligible to vote at the Friday, 26 May
Scheme Meeting
Forms of proxy to be received by 10:00 Wednesday, 31 May
Last date for Keaton Energy Shareholders to give notice in Friday, 2 June
terms of section 164 of the Companies Act objecting to the
Scheme Special Resolution (“Dissenting Shareholders”)
before 10:00
Scheme Meeting at 10:00 Friday, 2 June
Results of the Scheme Meeting released on SENS Friday, 2 June
Results of the Scheme Meeting published in the press Monday, 5 June
If the Scheme IS APPROVED by Keaton Energy
Shareholders at the Scheme Meeting
Last date on which Keaton Energy Shareholders can require Friday, 9 June
Keaton Energy to seek Court approval in terms of section
115(3)(a) of the Companies Act, if at least 15% of the total
votes of Keaton Energy Shareholders at the Scheme Meeting
were exercised against the Scheme
Last date on which Keaton Energy Shareholders can make Monday, 19 June
application to the Court in terms of section 115(3)(b) of the
Companies Act
Last day for Keaton Energy to send notice of adoption of Monday, 19 June
Scheme Special Resolution to Dissenting Shareholders, in
accordance with section 164 of the Companies Act
Scheme finalisation announcement expected to be Tuesday, 20 June
released on SENS
Scheme finalisation announcement expected to be published Wednesday, 21 June
in the press
Expected last day to trade in Keaton Energy Shares in order Tuesday, 27 June
to be recorded in the register on the scheme consideration
record date
Expected date for suspension of listing of Keaton Energy Wednesday, 28 June
Shares from the JSE expected to be at the commencement of
trading
Announcement released on SENS in respect of the cash Thursday, 29 June
payment applicable to fractional entitlements
Expected scheme consideration record date on which Keaton Friday, 30 June
Energy Shareholders must be recorded in the register to
receive the Scheme Consideration due to them
Expected scheme implementation date - date of payment of Monday, 3 July
the Scheme Consideration due to scheme participants, to be
paid electronically or posted to certificated Keaton Energy
Shareholders (if the form of surrender (pink) and documents
of title are received by the transfer secretaries on or before
12:00 on the scheme consideration record date)
Dematerialised Keaton Energy Shareholders expected to Monday, 3 July
have their accounts held at their CSDP or broker debited with
the Keaton Energy Shares and credited with the Scheme
Consideration due to them
Expected termination of listing of the Keaton Energy Shares Tuesday, 4 July
from the JSE at the commencement of trading at 09:00
Timetable if Scheme FAILS:
If the Scheme fails, Wescoal will be entitled to elect to make the Standby Offer to the Keaton
Energy Shareholders within 10 business days after the Scheme has failed, by announcing its
election on SENS. The relevant dates in respect of the Standby Offer will be confirmed in an
announcement post failure of the Scheme. The proposed indicative dates are set out below:
2017
Results of Scheme Meeting released on SENS Friday, 2 June
Expected date of opening of the Standby Offer on Friday, 2 June
Expected finalisation announcement published on SENS Tuesday, 4 July
Expected last day to trade to take up the Standby Offer Tuesday, 18 July
Expected date of the suspension of the listing of Keaton Wednesday, 19 July
Energy Shares on the JSE
Expected Standby Offer record date Friday, 21 July
Expected Standby Offer closing date at 12:00 Friday, 21 July
Expected Standby Offer payment date Monday, 24 July
Expected termination of the listing of the Keaton Energy Tuesday, 25 July
Shares at commencement of trade on the JSE
4. Keaton Energy responsibility statement
The Keaton Energy Independent Board accepts responsibility for the information contained
in this announcement to the extent that it relates to Keaton Energy. To the best of their
knowledge and belief, the information contained in this announcement is true and nothing has
been omitted which is likely to affect the importance of the information.
5. Wescoal responsibility statement
The Wescoal Board accepts responsibility for the information contained in this announcement
to the extent that it relates to Wescoal. To the best of their knowledge and belief, the
information contained in this announcement is true and nothing has been omitted which is
likely to affect the importance of the information.
Johannesburg
4 May 2017
Investment Bank, Corporate Advisor and Sponsor to Wescoal
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor to Wescoal
Edward Nathan Sonnenbergs Inc.
Corporate Advisor to Keaton Energy
Taurum Proprietary Limited
Legal Advisor to Keaton Energy
Werksmans Inc.
Sponsor to Keaton Energy
Investec Bank Limited
Date: 04/05/2017 09:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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