TIDMCZA
RNS Number : 2456H
Coal of Africa Limited
30 November 2015
ANNOUNCEMENT 30 November 2015
ASIC Relief
ASIC grants relief to Coal of Africa Limited from Division 5A of
Part 7.9 of the Australian Corporations Act in relation to
Universal Coal PLC
Coal of Africa Limited (CoAL) is pleased to announce that the
Australian Securities and Investments Commission (ASIC) has granted
relief to CoAL under subsection 1020F(1) of the Australian
Corporations Act 2001 (Cth) (Corporations Act) in relation to the
offer which will be made by CoAL to purchase all the ordinary
shares and shares underlying CDIs in Universal Coal PLC (UNV) under
an offer document and in accordance with the terms and conditions
announced by CoAL on ASX on 26 November 2015 (the Offer), by way of
a declaration set out in ASIC instrument [15-1129] (ASIC
Relief).
The Offer is subject to the unsolicited offer provisions in
Division 5A of Part 7.9 of the Corporations Act which regulate
unsolicited off-market offers to purchase financial products which
are made in Australia. To the extent that those provisions apply to
the Offer, but for the ASIC Relief, the terms of the Offer may not
be varied.
Summary of the nature and effect of the ASIC Relief
1.1 The ASIC Relief grants relief to CoAL by modifying the unsolicited offer provisions of the
Corporations Act in relation to CoAL's Offer so that CoAL is
permitted to vary certain terms of the Offer by:
(a) extending the Offer Period, provided the extension occurs:
(i) if no defeating conditions apply, at any time before the end
of the offer period for the Offer (Offer Period); and
(ii) if any defeating conditions apply; no later than the notice
referred to in paragraph 1.2(f) below is given (status notice time)
or after the status notice time in certain circumstances including,
for example, where a competing offer for UNV shares and/or CDIs is
announced or made (Competing Proposal) or the consideration offer
by CoAL under the Offer (Offer Consideration) or the consideration
for offers under a Competing Proposal is improved;
(b) improving the Offer Consideration, including by (among other
things) increasing the cash sum offered, increasing the number of
securities offered, increasing the rate of interest payable under
debentures offered or by increasing the amount or value of
debentures offered; or
(c) freeing the Offer from defeating Conditions, provided that,
other than in respect of conditions relating to events or
circumstances referred to in section 652C(1) or (2) of the
Corporations Act (commonly described as prescribed occurrences) or
similar events and circumstances set out in the offer document and
agreed to by ASIC (if any), CoAL does so not less than 7 days
before the end of the Offer Period.
1.2 The ASIC Relief also requires:
(a) that any increase in the Offer Consideration be extended to
all Offers made by CoAL, whether or not already accepted;
(b) that any variation that extends the Offer Period, increases
the Offer Consideration or frees the Offer from defeating
conditions varies all unaccepted Offers in the same way;
(c) CoAL to give notice of any extension of the Offer Period or
increase of the Offer Consideration to UNV and ASX (and everyone to
whom Offers were made(1) ) setting out the terms of the variation
and any rights of accepting offerees to withdraw their acceptances,
which will arise if:
(i) the Offer is subject to a defeating condition; and
(ii) the variation represents a variation that that postpones
for more than 1 month the time when CoAL has to meet its
obligations (including to pay the Offer Consideration) under the
Offer;
(d) CoAL to give notice of any variation freeing the Offer from
defeating conditions to UNV and ASX stating that the offers are
free them the defeating condition and specifying CoAL's voting
power in UNV;
(e) where a defeating condition is fulfilled during the Offer
Period but before the status notice time, CoAL to give notice to
UNV and ASX stating that the defeating condition has been
fulfilled;
(f) between 14 and 7 days before the end of the Offer Period,
CoAL to give an update on the status of the defeating conditions
(Status Notice) to UNV and ASX specifying whether the Offer is free
from defeating conditions or whether, so far as CoAL is aware, the
defeating conditions have been satisfied together with CoAL's
voting power in UNV;
(g) where the Offer Period is extended, CoAL to give notice to UNV and ASX stating:
(i) whether the Offer is free from the defeating conditions or
whether they have been satisfied as at the date of the extension;
and
(ii) the revised period during which it must give a Status Notice;
(h) that, where the Offer Consideration is improved or CoAL's
voting power in UNV increases to more than 50% within the last 7
days of the Offer Period:
(i) the Offer Period is automatically extended so that it ends 14 days after the
improvement or increase occurs (but is capable of further
extension); and
(ii) within 3 days of the improvement or increase, CoAL is
required to give UNV, and UNV shareholders who have been made but
not accepted an Offer, written notice that the extension has
occurred.
1.3 Not all terms of the ASIC Relief are discussed in this
Announcement. Please refer to the actual ASIC Relief for full
details of the ASIC Relief.
CoAL is continuing to progress preparation of the offer document
which will be dispatched in connection with the Offer. For further
information regarding the proposed Offer, timing and the terms and
conditions of the proposed Offer please refer to CoAL's
announcement of 26 November 2015.
(1) A copy does not need to be given to offerees if the
variation merely extends the Offer Period where the Offer is not
subject to any defeating conditions.
For more information contact:
Chief Executive +27 10 003
David Brown Officer Coal of Africa 8000
Chief Financial +27 10 003
De Wet Schutte Officer Coal of Africa 8000
+27 10 003
Celeste Riekert Investor Relations Coal of Africa 8000
Endeavour Corporate +61 08 9316
Tony Bevan Company Secretary Services 9100
Company advisors:
Jos Simson/Emily Financial PR +44 20
Fenton (United Kingdom) Tavistock 7920 3150
Matthew Armitt/Ross Peel Hunt +44 20
Allister Nominated Adviser LLP 7418 8900
Charmane Russell/Olwen Financial PR Russell & +27 11
Auret (South Africa) Associates 880 3924
or
+27 82
372 5816
Investec Bank Limited is the nominated JSE Sponsor
About CoAL:
CoAL is an AIM/ASX/JSE listed coal exploration, development and
mining company operating in South Africa. CoAL's key projects
include the Vele Colliery (coking and thermal coal), the Greater
Soutpansberg Project /MbeuYashu, including CoAL's Makhado Project
(coking and thermal coal).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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