Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements
WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
KEATON ENERGY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/011090/06)
Share code: KEH
CASH VALUE FOR FRACTIONAL ENTITLEMENTS 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
Keaton Energy Shareholders are reminded that the consideration payable by Wescoal to
Keaton Energy Shareholders 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, on the basis that any resultant fractions (“Fractional
Entitlements”) will be rounded down to the nearest whole number and the Wescoal
Shares left over will be aggregated and sold, with the proceeds being paid to the relevant
Keaton Energy Shareholders, in cash (“Cash Value”).
The purpose of this announcement is to advise Keaton Energy Shareholders of the Cash
Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as
part of the Scheme Consideration.
2. Cash Value for Fractional Entitlements
In implementing the Transaction, Keaton Energy is required by the JSE to apply the
rounding principle that a Keaton Energy Shareholder becoming entitled to a fraction of a
Wescoal Share arising from the Transaction will be rounded down to the nearest whole
number, resulting in the allocation of whole Wescoal Shares and a cash payment for the
fraction (“Cash Payment”). The Cash Payment results from the sale, on behalf of the
Keaton Energy Shareholder, of the fraction of a Wescoal Share to which the Keaton
Energy Shareholder becomes entitled in terms of the Transaction. The value of such Cash
Payment is the volume weighted average traded price per Wescoal Share less 10% on
the first day of trade after the last day to trade in order to participate in the Transaction,
being Wednesday, 28 June 2017.
Keaton Energy Shareholders are advised that the value of a Wescaol Share to be utilised
in determining the Cash Payment due to a Keaton Energy Shareholder in respect of any
Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements,
this amount has been determined with reference to the volume weighted average price of
a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted
The receipt of the Cash Payment may have tax implications for Keaton Energy
Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends
tax rate of 15% (unless an exemption, as set out in South African Income Tax legislation,
applies), resulting in a net Cash Payment of R1.60895.
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.
29 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
Sponsor to Keaton Energy
Investec Bank Limited
Date: 29/06/2017 09:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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