TIDMCZA
RNS Number : 6677D
Coal of Africa Limited
08 July 2016
ANNOUNCEMENT 8 July 2016
Notice of status of defeating conditions
Coal of Africa Limited (ABN 98 008 905 388) (CoAL) has made an
offer for all of the issued and to be issued share capital of
Universal Coal Plc (Universal) (the Offer). The Offer is contained
in CoAL's offer document dated 21 December 2015 (Offer Document) as
supplemented.
Unless the context otherwise requires, capitalised words in this
notice have the same meaning given to them in the Offer
Document.
If the Conditions are not all satisfied by 15 July 2016 (other
than the Condition contained in paragraph 1(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) as set out in Section 1 of Part A of Appendix VI of
the Offer Document which must be satisfied by 20 July 2016), the
Offer will lapse. In this scenario, Universal Shareholders will
retain their Universal Shares after the Offer lapses on 15 July
2016 and will be free to deal with their Shares as they see
fit.
For the purposes of section 1019HG(3) of the Corporations Act
2001 (Cth) (as notionally inserted by the ASIC Relief Instrument
[15-1129]), CoAL gives notice that:
(a) on 21 December 2015, CoAL declared that the Offer was free
of the conditions set out in paragraph 1(g) (South African
Competition Commission approval) and 1(i) (Mountain Rush Trading 6
Proprietary Limited consent) of Part A of Appendix VI of the Offer
Document, and accordingly the Offer is free from those
Conditions;
(b) on 3 March 2016, CoAL declared that the Offer was free of
the conditions set out in paragraph 1(a) (Minimum Acceptance) and
1(c) (Passage of CoAL Resolutions) of Part A of Appendix VI of the
Offer Document, and accordingly the Offer is free from those
Conditions;
(c) on 11 March 2016, CoAL declared that the Offer was free of
the condition set out in paragraph 1(h) (Investec Bank Limited
providing its written consent consent) of Part A of Appendix VI of
the Offer Document, and accordingly the Offer is free from that
Condition;
(d) on 8 April 2016, CoAL declared the Offer was free of the
conditions set out in paragraph 1(b) (Loan Note Alternative
elections being made in respect of Universal Shares representing
not less than 40 percent of the voting rights carried by Universal
Shares) of Part A of Appendix VI of the Offer Document, and
accordingly the Offer is now free from that Condition;
(e) on 8 July 2016, CoAL declared the Offer was free of the
condition set out in paragraph 1(e) (the Subscription Agreements
having become unconditional) of Part A of Appendix VI of the Offer
Document, and accordingly the Offer is now free from that
Condition;
(f) CoAL has not freed the Offer from the condition set out in
paragraph 1(d) (admission to trading on AIM of the Consideration
Shares and readmission to trading on AIM of CoAL Shares) of Part A
of Appendix VI of the Offer Document;
(g) CoAL has not freed the Offer from the conditions set out in
paragraph 1(f) (the Offer not becoming subject to the Code), 1(j)
(all Authorisations having been obtained), 1(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) as set out in Section 1 of Part A of
Appendix VI of the Offer Document, however, at the time of lodging
this notice, as far as CoAL knows, none of the events stipulated in
those conditions have occurred; and
(h) Coal's voting power in Universal at the time of giving this notice is 94.79%.
CoAL will not be waiving, and is not legally permitted to waive,
any of the, as yet, unfulfilled Conditions.
In relation to the condition set out in paragraph 1(d)
(admission to trading on AIM of the Consideration Shares and
readmission to trading on AIM of CoAL Shares) as set out in Section
1 of Part A of Appendix VI of the Offer Document (the Readmission
Condition), CoAL notes that the CSA with Eskom at NCC has not yet
been finalised or signed. Universal has therefore not yet commenced
mining activities at NCC, at which first coal was expected to be
produced in the first half of 2016 as was envisaged in the Offer
Document sent to Universal shareholders in December 2015. CoAL also
advises that it has not as yet finalised and continues to progress
its potential working capital funding opportunities.
Therefore as a result, of the continued uncertainty in
finalising the CSA and the working capital funding opportunities
CoAL's directors are not able to give the required working capital
statement on the readmission of the Consideration Shares and CoAL's
Shares to trading on AIM (Readmission) as at the date of this
notice. The working capital statement, requires CoAL's directors to
confirm that, in their opinion having made due and careful enquiry,
the working capital available to the Enlarged Group (being the CoAL
Group as enlarged by the Universal Group) will be sufficient for
its present requirements, that is for at least twelve months from
the date of Readmission and CoAL's directors must be able to make
this working capital statement in order to achieve Readmission.
With CoAL's authority to issue the Consideration Shares expiring
on 3 August 2016, CoAL does not currently intend to further extend
the Offer should the Readmission Condition not have become capable
of being satisfied by 15 July 2016.
David Brown
Chief Executive Officer /
Executive Director
This announcement is inside information for the purposes of
Article 7 of Regulation 596/2014.
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
END
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