TIDMCZA
RNS Number : 9388Q
Coal of Africa Limited
03 March 2016
ANNOUNCEMENT 03 March 2016
UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
RESULTS OF GENERAL MEETING
SUBSCRIPTION AGREEMENT WITH HEI
Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL or the
Company) is pleased to provide an update on its recommended offer
for the entire issued and to be issued share capital of Universal
Coal plc (Universal) (the Offer).
Unless otherwise defined in this announcement, capitalised terms
used in this announcement have the meaning given to them in the
offer document published by CoAL on 21 December 2015 (Offer
Document).
Fulfilment of Offer Conditions
CoAL is pleased to advise that, in fulfilment of certain key
Conditions to the Offer:
-- it has now received:
o acceptances of the Offer from Universal Shareholders
(including Universal CDI Holders) representing 269,570,685
Universal Shares, equating to approximately 53.20% of the total
number of Universal Shares in issue, satisfying the Condition to
the Offer set out in paragraph 1(a) of Part A of Appendix VI of the
Offer Document; and
-- at the general meeting of CoAL shareholders held earlier
today (General Meeting), CoAL Shareholders passed the CoAL
Resolutions approving the acquisition of Universal resulting from
the Offer and the issue of the Consideration Shares and the
Subscription Shares, satisfying the Condition to the Offer set out
in paragraph 1(c) of Part A of Appendix VI of the Offer
Document.
The Offer is still subject to the conditions set out in
paragraphs (b) (Loan Note Alternative elections being made in
respect of Universal Shares representing not less than 40 per cent
of the voting rights carried by Universal Shares), (c) (passing of
the CoAL Resolutions), (d) (admission to trading on AIM of the
Consideration Shares and readmission to trading on AIM of CoAL
Shares), (e) (the Subscription Agreements having become
unconditional), (f) (the Offer not becoming subject to the Code),
(h) (Investec Bank Limited providing its written consent on terms
acceptable to CoAL acting reasonably), (j) (all Authorisations
having been obtained) and (k) (no material adverse change in the
financial or trading position of, or prospects for, the Universal
Group since 30 June 2015 and other prescribed occurrences) of
section 1 of Part A of Appendix VI of the Offer Document and, so
far as CoAL is aware, those Conditions have not been fulfilled.
CoAL is of the view that good progress has been made on the
remaining Conditions which are mainly procedural in their nature
and that they can be fulfilled in a timely manner.
Status of Loan Note Acceptances
CoAL has received elections for the Loan Note Alternative
(including Universal CDI Holders) representing 185,968,264
Universal Shares, equating to approximately 36.70% of the total
number of Universal Shares.
Extension of the Offer for Universal Coal plc
In addition, CoAL wishes to provide notice that it has further
extended the Offer Period such that the definition of the Closing
Date in the Offer Document is amended to 15 April 2016 or such
later date or dates as may be determined by CoAL from time to time
as provided in section 1 of Part B of Appendix VI, unless the Offer
is withdrawn by CoAL, provided that in no circumstances will the
Closing Date be later than 12 months after the Offer Date. A formal
notice of variation and supplementary offer document has been
lodged with ASIC earlier today and will be dispatched to Universal
Shareholders shortly.
The variation has the effect of extending the period during
which the Offer remains open for acceptances. The rationale for
extending the Offer Period is to allow sufficient time to receive
further Offer acceptances and for the remaining Conditions to be
satisfied.
CoAL expects the Offer to proceed according to the revised
indicative timetable set out below.
The dates and times set out in the timetable below are
indicative only and may change in accordance with the terms and
conditions of the Offer, to the extent permitted by law and as
described in the Offer Document. In particular, the period during
which the Offer is open for acceptance may be further extended by
CoAL (where permitted by law).
CDI Acceptance Expiry Time 7.00pm (Sydney
time) on 11
April 2016
-------------------------------------- ---------------
Final date for receipt of TTE 1.00pm (London
Instructions and Forms of Acceptance time) on 15
April 2016
-------------------------------------- ---------------
Closing Date of the Offer (unless 1.00pm (London
the Offer Period is extended) time) on 15
April 2016
-------------------------------------- ---------------
Expected date by which settlement On or around
of consideration will first occur* 22 April 2016
-------------------------------------- ---------------
Readmission of CoAL Shares to On or around
trading on AIM* 25 April 2016
-------------------------------------- ---------------
Trading of Consideration Shares On or around
on AIM, ASX and JSE* 25 April 2016
-------------------------------------- ---------------
* CoAL will pay the cash and/or issue the Consideration Shares
and/or Loan Notes to which accepting Universal Shareholders are
entitled within 14 calendar days of the date on which the Offer
becomes or is declared wholly unconditional or, in relation to
valid acceptances received after this date but while the Offer
remains open for acceptance, within 14 calendar days of that
acceptance.
CoAL wishes to highlight that as a result of the structure of
the Offer, the 'squeeze-out' provisions in Chapter 3 of Part 28 of
the UK Companies Act 2006 are not available to CoAL. Therefore,
even if CoAL acquires 90 per cent. or more of the Universal Shares
pursuant to the Offer, it will not be able to require the
compulsory acquisition of the remaining Universal Shares and
therefore Universal Shareholders are advised take such action as
may be necessary to enable them to accept the Offer.
The CoAL Board continue to recommend Universal Shareholders who
have previously accepted the Offer not to withdraw their
acceptance. Your attention is again drawn to the letter of
recommendation from the Independent Universal Directors contained
in Part II of the Offer Document. The Independent Universal
Directors continue to recommend that Universal Shareholders accept
the Offer, as the Independent Directors have done respect of all of
their own Universal Shares (comprising in aggregate, 3.25 per cent.
of Universal's total issued share capital). Each of the Independent
Universal Directors has accepted the Loan Note Alternative in
respect of his Universal Shares.
Universal's obligations and those of each Independent Universal
Director in respect of the recommendation to Universal Shareholders
to accept the Offer will cease to apply in respect of an
Independent Universal Director if that Independent Universal
Director, acting on legal advice, determines that to give or
continue to give, or fail to withdraw, modify or qualify the
recommendation in favour of the Offer would be inconsistent with
his fiduciary duties or his duties under applicable law or
regulation.
In recommending the Offer, the Independent Universal Directors
have concluded that the terms of the Offer are reasonable having
regard to the recent trading prices of the Universal Shares on the
ASX.
In assessing the value of the CoAL Shares being issued as part
of the Cash and Share Offer, the Independent Universal Directors
note the VWAP of CoAL Shares on the JSE for the 60 and 30 day
periods ending on 24 November 2015, being A$0.062 and A$0.057
respectively (applying relevant Exchange Rates), and that CoAL will
be raising US$18 million at a price of US$0.0435 (approximately
A$0.061) (applying relevant Exchange Rates) per CoAL Share from
each of Yishun Brightrise and M&G pursuant to the Subscription
Agreements.
Additional Subscription Agreement
CoAL is pleased to announce that it has entered into a
subscription agreement with Haohua Energy International (Hong Kong)
Resource Co. Limited (HEI). In terms of the Subscription Agreement
HEI has agreed to subscribe for 114,942,528 new CoAL Shares at a
subscription price of US$0.0435 (approximately A$0.061) per CoAL
Share (HEI Subscription Shares) for an aggregate subscription
amount of US$5 million.
HEI's subscription for the HEI Subscription Shares is subject to
certain conditions, including:
-- the Offer becoming unconditional in all respects; and
-- HEI receiving approval for the issue of the HEI Subscription
Shares from the Foreign Investment Review Board in Australia.
CoAL intends to use the funds raised to provide additional
funding for the Company's corporate activities and obligations.
HEI currently has a shareholding of 462,417,579 CoAL Shares
representing 24% of the Company's existing issued share capital.
Accordingly, HEI is considered a related party of the Company and
HEI's subscription for 114,942,528 new CoAL Shares is considered a
related party transaction under the AIM Rules for Companies.
Accordingly, the Directors consider, having consulted with Peel
Hunt LLP, the Company's nominated adviser, that the terms of HEI's
subscription are fair and reasonable insofar as CoAL Shareholders
are concerned.
Results of General Meeting
The Directors of CoAL are pleased to announce that at the CoAL
General Meeting held earlier today, the resolutions put to the
meeting were passed unanimously by a show of hands.
(MORE TO FOLLOW) Dow Jones Newswires
March 03, 2016 05:43 ET (10:43 GMT)
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