TIDMCZA
RNS Number : 5501N
Coal of Africa Limited
01 February 2016
1 February 2016
PUBLICATION OF ADMISSION DOCUMENT AND NOTICE OF GENERAL MEETING
IN RELATION TO THE RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
("UNIVERSAL")
On 21 December 2015, Coal of Africa Limited (ASX, AIM, JSE: CZA)
("CoAL" or the "Company") announced that it had lodged an offer
document in relation to its offer to acquire the entire issued and
to be issued share capital of Universal (the "Offer"), with the
Australian Securities and Investments Commission. Under the terms
of the Offer, CoAL is offering to acquire each Universal share for
consideration of, subject to eligibility, A$0.20 in cash and 1 new
CoAL share, or a non-converting, secured loan note with a principal
amount of A$0.25 per loan note (the "Acquisition").
The Board of CoAL is pleased to announce that, in connection
with the Acquisition and the consequential application for
admission of the Company's issued and to be issued shares to
trading on AIM ("Admission") the Company has today published an AIM
admission document ("Admission Document") which, among other
things, contains a formal notice convening a general meeting of
CoAL's shareholders ("General Meeting") to seek their approval,
among other things, of the Acquisition and the associated
subscription for and issue of new shares in CoALThe General Meeting
will be held on 3 March 2016 at 10 a.m. at the offices of Tavistock
Communications, 8th Floor, 131 Finsbury Pavement, London, EC2A 1NT,
United Kingdom.
The Admission Document is available on the Company's website
www.coalofafrica.com.
In connection with the publication of the Admission Document,
the Company announces that Competent Person's Reports on each of
CoAL and Universal's material assets have been published and are
available on the Company's website. A separate announcement in
respect of the Competent Person's Reports has been released by each
of CoAL and Universal this morning.
Bernard Pryor, CoAL's Chairman, commented:
"We are pleased to publish the Admission Document today and
notice of the General Meeting in relation to the Offer for
Universal, which has built a profitable thermal coal business that
generates positive cash flows despite the current depressed coal
price environment. This proposed transaction creates a platform
that combines producing assets and near term projects from
Universal's assets with Coal of Africa's flagship medium term hard
coking coal development projects.
I would like to thank our shareholders who have already shown
their support. They, together with the independent idrectors of
Universal, recognise the synergies of the combined business and
importantly the opportunity that exists within the South African
coal industry to create a leading business."
An indicative timetable of the principal events associated with
the Acquisition is given below. This timetable is subject to
change, and in particular CoAL advises that it intends to extend
the closing date of the Offer. A formal extension of the Offer will
be made and announced in due course.
Publication of the Admission 1 February 2016
Document
--------------------------------- ----------------------
Latest time and date for receipt 10:30 a.m. 1 March
of Form of Proxy 2016
--------------------------------- ----------------------
General Meeting 10:30 a.m. on 3 March
2016
--------------------------------- ----------------------
Last date for acceptance of 3 March 2016(1)
the Offer
--------------------------------- ----------------------
Expected date of issue of 7 March 2016(2)
the New Shares
--------------------------------- ----------------------
Expected Date for Admission 8 March 2016(3)
and commencement of dealings
in the Enlarged Issued Share
Capital on AIM
--------------------------------- ----------------------
Notes:
(1) All references to times in this timetable are to London
times. Each of the dates and times in the above timetable and
elsewhere in this announcement are indicative only and subject to
change. Any such change will be notified by an announcement on a
regulatory information service.
(2) The Company intends to extend the closing date of the Offer.
A formal extension of the Offer will be sent to Universal
Shareholders in due course.
(3) This date will be extended in line with the proposed
extension of the closing date of the Offer.
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
Investor +27 10 003
Celeste Riekert Relations Coal of Africa 8000
Endeavour Corporate +61 08 9316
Tony Bevan Company Secretary Services 9100
Company advisors:
Matthew Armitt/Ross Nominated
Allister/ Richard Adviser and Peel Hunt +44 20
Crichton Broker LLP 7418 8900
Robert Philpot/Dennis Corporate +27 11
Tucker Advisor Qinisele Resources 883 6358
Financial
Jos Simson/Emily PR (United +44 20
Fenton Kingdom) Tavistock 7920 3150
Charmane Russell/Olwen Financial Russell & +27 11
Auret PR (South Associates 880 3924
Africa) 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).
Important Information
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and, therefore,
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Failure to comply with any
such restrictions may constitute a violation of the securities laws
of any jurisdiction.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside of the United Kingdom.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for CoAL as nominated adviser and broker in connection with
Admission, and will not be responsible to any other person other
than the Company for providing the protections afforded to
customers of Peel Hunt LLP or advising any other person in
connection with Admission, the contents of this announcement or any
matter, transaction or arrangement referred to herein. Peel Hunt
LLP has not authorised or approved the contents or any part of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Peel Hunt LLP by the Financial
Services and Markets Act 2000 or the regulatory regime established
under it, Peel Hunt LLP does not accept any responsibility
whatsoever for the contents of this announcement, and no
representation or warranty, express or implied, is made by Peel
Hunt LLP with respect to the accuracy of any information or
opinions contained in this announcement or for the omission of any
information from this announcement.
No person has been authorised to give any information or make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by the Company or Peel
Hunt LLP. Neither the Company or Peel Hunt LLP takes any
responsibility for, or can provide assurance as to the reliability
of, other information that you might be given.
This announcement does not constitute, or form part of, and
should not be construed as, an offer for sale or subscription or
solicitation of or invitation to make any offer to buy or subscribe
for any securities. Neither this announcement nor any part of it
shall from the basis of or be relied on in connection with or act
as an inducement to enter into any contract or commitment
whatsoever. The information in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. The information in this
announcement is subject to change.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUASARNVAAOUR
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February 01, 2016 02:16 ET (07:16 GMT)
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