Coal of Africa Limited UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC (4741B)

TIDMCZA

RNS Number : 4741B

Coal of Africa Limited

17 June 2016

ANNOUNCEMENT 17 June 2016

UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC

EXTENSION OF OFFER TO 15 JULY 2016

Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL) announces an update on its recommended Offer for Universal Coal plc (Universal), announced on 26 November 2015.

Extension of Offer for Universal Coal plc

CoAL wishes to advise that it has extended the Offer Period of the Offer, such that the Closing Date is now 15 July 2016.

As announced on 31 May 2016, CoAL has entered into two subscription agreements with Hengshun Zhongsheng Group Co., Ltd and Summer Trees PTE. Ltd ("New Subscribers") pursuant to which the New Subscribers will subscribe for 229,885,058 and 114,942,529 CoAL Shares respectively at a price of US$0.0435 per CoAL Share, for total proceeds of US$15 million.

These two subscription agreements together with the previously announced M&G Subscription Agreement and HEI Subscription Agreement amount to US$23.0 million and will be used to finance the cash payable under the Offer.

Whilst CoAL is pleased to have finalised the terms of the financing detailed above (for which no further CoAL Shareholder approvals are required), it is electing to further extend the Offer until 15 July 2016, so that the Enlarged Group can ensure that it is financially in a position to advance its combined prospects following the completion of the Offer and the consequential working capital requirements for readmission of the Company's shares to trading on AIM.

As a result, prior to the Closing Date, CoAL is continuing to progress potential working capital funding opportunities with a number of third parties.

The Company intends to publish a Supplementary Admission Document prior to the readmission of the Enlarged Group.

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 
                                          July 2016 
--------------------------------------  --------------- 
 Final date for receipt of TTE           1.00pm (London 
  Instructions and Forms of Acceptance    time) on 15 
                                          July 2016 
--------------------------------------  --------------- 
 Closing Date of the Offer (unless       1.00pm (London 
  the Offer Period is extended)           time) on 15 
                                          July 2016 
--------------------------------------  --------------- 
 Expected date by which settlement       On or around 
  of consideration will first             25 July 2016 
  occur* 
--------------------------------------  --------------- 
 Readmission of CoAL Shares              On or around 
  to trading on AIM*                      26 July 2016 
--------------------------------------  --------------- 
 Trading of Consideration Shares         On or around 
  on AIM, ASX and JSE*                    26 July 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.

The full notice of Notice of Variation is available on the Company's website (www.coalofafrica.com) and this announcement should be read in conjunction with that Notice of Variation. Universal Shareholders and CDI Holders should refer to the Offer Document for further instructions regarding how to accept the Offer

Status of Acceptances

CoAL is pleased to advise that it has now received consideration elections for the Loan Note Alternative from Universal Shareholders (including Universal CDI Holders) representing 255,299,984 Universal Shares equating to approximately 50.39% of the total number of Universal Shares in issue, including IchorCoal NV. Universal's largest shareholder who has elected for the Loan Note Alternative in respect of a portion their holding of Universal Shares.

CoAL wishes to advise that, as at the date of this Notice, it has received acceptances of the Offer from Universal Shareholders (including Universal CDI Holders) representing 477,565,397 Universal Shares, equating to approximately 94.25% of the total number of Universal Shares on issue.

Authorised by

David Brown

Chief Executive Officer

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).

This information is provided by RNS

The company news service from the London Stock Exchange

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June 17, 2016 02:00 ET (06:00 GMT)

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