CZA Coal of Africa

TIDMCZA

RNS Number : 9611T

Coal of Africa Limited

14 December 2011

Wednesday 14 December 2011

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

COAL OF AFRICA LIMITED

(incorporated and registered in Western Australia with ACN 008 905 388)

("CoAL" or the "Company")

RESULTS OF GENERAL MEETING AND COMPLETION OF PLACING

On 3 November 2011, CoAL announced that 130,000,000 new ordinary shares ("Ordinary Shares") in the Company (the "Placing Shares") had been successfully placed at a placing price of GBP0.51 (equivalent of ZAR6.50/A$0.874) per share (the "Placement"). The Placement comprises two tranches:

-- Tranche 1 of the Placement comprised 79,676,037 Shares which were issued on 8 November 2011 and commenced trading on the AIM market of the London Stock Exchange plc ("AIM") on 8 November 2011, the Main Board of JSE Limited ("JSE") on 9 November 2011, and the Australian Securities Exchange ("ASX") on 9 November 2011; and

-- Tranche 2 of the Placement constitutes the remaining 50,323,963 Shares ("Conditional Placing Shares"), the issue of which was subject to approval of the Company's shareholders.

The Company is pleased to announce that at its General Meeting held earlier today the shareholder resolutions relating to the Placement were duly passed. The results of the General Meeting are set out in detail below.

Accordingly, the Company will proceed with the issue and allotment of the Conditional Placing Shares. The Company has applied for the Conditional Placing Shares to be admitted to trading on AIM on 15 December 2011 and on the JSE on 19 December 2011. Application will also be made to the ASX for the quotation of the Conditional Placing Shares.

The total gross proceeds under the Placement will amount to approximately US$106 million (equivalent of GBP66.3 million/A$102 million/ZAR845 million). Receipt by the Company of the remaining Placement proceeds of the issue of the Conditional Placing Shares will satisfy the key outstanding condition precedent in respect of the new US$40 million working capital facility entered into between the Company and JPMorgan Chase Bank, N.A. ("New Bank Facility"). The Company expects to be able to draw down on the New Bank Facility shortly, following satisfaction of the remaining conditions precedent.

Results of General Meeting

In accordance with Listing Rule 3.13.2 and Section 251AA(2) of the Corporations Act, the Company announces the following outcome of the resolutions put to the General Meeting of shareholders held earlier today:

Resolution 1: Ratification of Issue of Shares - Placement Tranche 1

The resolution was carried unanimously on a show of hands, and the total number of proxy votes in respect of validly appointed proxies was as follows:

 
                     Number      % of Vote   % of Issued Capital 
----------------  ------------  ----------  -------------------- 
 For:              292,373,572   99.66       47.78 
----------------  ------------  ----------  -------------------- 
 Against:          175,607       0.06        0.03 
----------------  ------------  ----------  -------------------- 
 Abstain:          612,345       0.21        0.10 
----------------  ------------  ----------  -------------------- 
 Discretionary:    204,750       0.07        0.03 
----------------  ------------  ----------  -------------------- 
 TOTAL:            293,366,274   100.00      47.94 
----------------  ------------  ----------  -------------------- 
 

Resolution 2: Proposed Issue of Shares - Placement Tranche 2

The resolution was carried unanimously on a show of hands, and the total number of proxy votes in respect of validly appointed proxies was as follows:

 
                     Number      % of Vote   % of Issued Capital 
----------------  ------------  ----------  -------------------- 
 For:              292,384,433   99.67       47.78 
----------------  ------------  ----------  -------------------- 
 Against:          177,757       0.06        0.03 
----------------  ------------  ----------  -------------------- 
 Abstain:          601,484       0.21        0.10 
----------------  ------------  ----------  -------------------- 
 Discretionary:    202,600       0.07        0.03 
----------------  ------------  ----------  -------------------- 
 TOTAL:            293,366,274   100.00      47.94 
----------------  ------------  ----------  -------------------- 
 

Contacts

CoAL

Tel: +27 (0) 11 575 4363

John Wallington

Wayne Koonin

J.P. Morgan Cazenove

Tel: +44 (0) 20 7325 1000

Verne Grinstead

Chris Nicholls

Neil Passmore

Mirabaud

Tel +44 207 878 3362

Peter Krens

Rory Scott

Evolution

Tel: +44 (0) 20 7071 4300

Chris Sim

Mark Wellesley-Wood

Jeremy Ellis

Macquarie First South Capital (Pty) Limited

Tel: +27 (0) 11 583 2000

Melanie de Nysschen

Annerie Britz

Yvette Labuschagne

Tavistock (United Kingdom)

Tel: +44 (0) 20 7920 3150

Jos Simson

Emily Fenton

Russell & Associates (South Africa)

Tel: +27 (0) 11 880 3924

Tel: +27 (0) 82 372 5816

Charmane Russell

James Duncan

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, Mirabaud, Evolution or Macquarie (as defined below) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove is acting as Global Co-ordinator and Bookrunner, Mirabaud is acting as Joint Lead Manager, and Evolution is acting as Co-Lead Manager in connection with the Placing. Macquarie is acting as the JSE Transaction Sponsor to the Company. Each of J.P. Morgan Cazenove, Evolution and Mirabaud, each of which is authorised and regulated by the Financial Services Authority, and of Macquarie which is authorised by the Financial Services Board are acting for the Company in connection with the Placing and no-one else and none of J.P. Morgan Cazenove, Mirabaud, Evolution nor Macquarie will be responsible to anyone other than the Company for providing the protections afforded to the respective clients of J.P. Morgan Cazenove, Mirabaud, Evolution and Macquarie nor for providing advice in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove, Mirabaud, Evolution or Macquarie that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, J.P. Morgan Cazenove, Mirabaud, Evolution and Macquarie to inform themselves about, and to observe, such restrictions.

Macquarie First South Capital (Proprietary) Limited ("Macquarie") is acting as JSE Transaction Sponsor to the Company. Macquarie is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 ("MBL"). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie.

The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States, the Republic of South Africa or elsewhere. The information in this Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") nor the security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be offered or sold in the United States except pursuant to Regulation S under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This information is provided by RNS

The company news service from the London Stock Exchange

END

REGUSVARANAUAAA