KEATON ENERGY HOLDINGS LIMITED - Joint finalisation announcement relating to offer by Wescoal to acquire entire issued share capital of Keaton Energy

Joint finalisation announcement relating to offer by Wescoal to acquire entire issued share capital of Keaton Energy

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 – SCHEME FINALISATION ANNOUNCEMENT RELATING TO
THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE
CAPITAL OF KEATON ENERGY (“TRANSACTION”)

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.

1. Fulfilment of all the Scheme Conditions

   Wescoal and Keaton Energy Shareholders are hereby advised that all the Scheme
   Conditions have now been fulfilled and that the Transaction is therefore unconditional.

   As the Scheme is unconditional, the consideration payable by Wescoal to Keaton Energy
   Shareholders in terms of the timetable set out in paragraph 2.2 below will be R1.80 per
   Keaton Energy Share, settled partly in cash (R1.20 per Keaton Energy Share) and partly
   in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30
   Wescoal Shares for every 1.00 Keaton Energy Share held.

2. Salient dates and times

   Set out below are the remaining salient dates and times pertaining to the implementation
   of the Transaction for each of the Wescoal Shareholders and Keaton Energy
   Shareholders.

2.1 Salient dates and times for Wescoal Shareholders

                                                                                     2017

    Date of fulfilment of the Scheme Conditions                          Tuesday, 20 June
    Finalisation date announcement released on SENS                      Tuesday, 20 June
    Consideration Shares listed on the JSE from commencement of        Wednesday, 28 June
    trade
    Scheme Consideration settled                                           Monday, 3 July


2.2 Salient dates and times for Keaton Energy Shareholders
      
                                                                                      2017

    Scheme finalisation announcement released on SENS                     Tuesday, 20 June
    Scheme finalisation announcement published in the press             Wednesday, 21 June
    Last day to trade in Keaton Energy Shares in order to be              Tuesday, 27 June
    recorded in the register on the scheme consideration record
    date
    Suspension of listing of Keaton Energy Shares from the              Wednesday, 28 June
    JSE at the commencement of trading
    Announcement released on SENS in respect of the cash                 Thursday, 29 June
    payment applicable to fractional entitlements
    Scheme consideration record date on which Keaton Energy                Friday, 30 June
    Shareholders must be recorded in the register to receive
    the Scheme Consideration due to them
    Scheme implementation date - date of payment of the                     Monday, 3 July
    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 to have their                  Monday, 3 July
    accounts held at their CSDP or broker debited with the
    Keaton Energy Shares and credited with the Scheme
    Consideration due to them
    Termination of listing of the Keaton Energy Shares from the             Tuesday, 4 July
    JSE at the commencement of trading at 09:00



   In the joint announcement dated 2 June 2017, it was noted that Keaton Energy had
   received written objections from Keaton Energy Shareholders in terms of section 164(3)
   of the Companies Act (representing 0.58% of the Keaton Energy Shares present at the
   Scheme Meeting) (“Dissenting Shareholders”), which Dissenting Shareholders voted
   against the Scheme Special Resolution. In terms of section 164(4) of the Companies Act,
   Keaton Energy sent notices on 15 June 2017 to each Dissenting Shareholder informing
   them that the Scheme Special Resolution has been adopted. Accordingly, in terms of
   section 164(7) of the Companies Act, the Dissenting Shareholders have until 14 July 2017
   to make a demand that Keaton Energy pay them fair value for all of their Keaton Energy
   Shares in terms of section 164(5) of the Companies Act.

3. 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.

4. 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
20 June 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: 20/06/2017 10:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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