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WESCOAL HOLDINGS LIMITED - Withdrawal of cautionary announcement

Release Date: 08/04/2019 11:59
Code(s): WSL     PDF:  
 
Wrap Text
Withdrawal of cautionary announcement

WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
ISIN: ZAE000069639
(“Wescoal” or the “Company”)

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Holders of Wescoal ordinary shares (“Wescoal Shareholders”) are referred to the detailed cautionary
announcement released on SENS on 26 October 2018, and the updates thereto on 07 and 21 December 2018,
24 January 2019 and 7 March 2019, wherein Wescoal announced that it had joined a consortium led by 
private equity firm, Ata Resources Coal Investments Proprietary Limited (the “Consortium”), for the 
Consortium, through a special purpose bidding company, to acquire the entire issued, and to be issued, 
ordinary share capital of Universal Coal Plc (“Universal Coal”), a company listed on the 
Australian Securities Exchange by way of a scheme of arrangement pursuant to Part 26 of the 
UK Companies Act 2006 (“Proposed Transaction”).

Wescoal Shareholders are also referred to the announcement by Universal Coal, published today, 
8 April 2019, a full copy of which can be obtained from 
https://www.asx.com.au/asxpdf/20190408/pdf/44447j5tc4g7rw.pdf, wherein Universal Coal shareholders 
(“Universal Shareholders”) were informed that, inter alia:

    -   Universal Coal had received an updated proposal in respect of the Proposed Transaction from
        Ata Resources Proprietary Limited on behalf of the Consortium which included an improved
        cash consideration per Universal Coal share from AUD0.35 to AUD0.36 and an option for
        eligible Universal Shareholders and holders of Universal CHESS Depositary Interests to elect
        for deferred consideration notes, redeemable at AUD0.43 per Universal share within 12 months
        and one day after the cash a consideration was paid, for up to a maximum of 160 million
        Universal shares (“Updated Proposal”);
    -   Universal Coal and the Consortium have been unable to reach agreement in respect of the
        terms and conditions of the Updated Proposal and a proposed transaction implementation
        agreement which was to be entered into;
    -   Universal Coal had received a conditional, non-binding indicative offer (“NBIO”) from Afrimat
        Limited (“Afrimat”), under which Afrimat proposes to acquire the entire issued share capital of
        Universal Coal via a change of control transaction, for a cash consideration of AUD0.40 per
        Universal Coal share;
    -   the board of directors of Universal Coal (“Universal Board”) have decided to engage with
        Afrimat in respect of the NBIO; and
    -   in light of the matters referred to above, the Universal Board have determined that they are not
        able to make a recommendation in favour of the Updated Proposal.

Wescoal Shareholders are hereby advised that as a result of the aforementioned developments,
negotiations regarding the Proposed Transaction have been terminated. Accordingly, the members of
the Consortium, including Wescoal, have resolved to also terminate their respective cooperation
through the Consortium in respect of the Proposed Transaction.

Notwithstanding the withdrawal of this cautionary announcement, Wescoal Shareholders are reminded
that the Company is in a closed period, as defined by the JSE Listings Requirements, pending the
release of its financial results for the year ended 31 March 2019, on or about 25 June 2019. Accordingly,
Wescoal Shareholders are advised to continue exercising caution when dealing in the Company’s
securities.

Johannesburg
8 April 2019

Investment Bank, Corporate Advisor and Sponsor to Wescoal
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Advisor to Wescoal
ENSafrica

Date: 08/04/2019 11:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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