Wrap Text
Withdrawal of cautionary announcement
WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
ISIN: ZAE000069639
(“Wescoal” or the “Company”)
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Holders of Wescoal ordinary shares (“Wescoal Shareholders”) are referred to the detailed cautionary
announcement released on SENS on 26 October 2018, and the updates thereto on 07 and 21 December 2018,
24 January 2019 and 7 March 2019, wherein Wescoal announced that it had joined a consortium led by
private equity firm, Ata Resources Coal Investments Proprietary Limited (the “Consortium”), for the
Consortium, through a special purpose bidding company, to acquire the entire issued, and to be issued,
ordinary share capital of Universal Coal Plc (“Universal Coal”), a company listed on the
Australian Securities Exchange by way of a scheme of arrangement pursuant to Part 26 of the
UK Companies Act 2006 (“Proposed Transaction”).
Wescoal Shareholders are also referred to the announcement by Universal Coal, published today,
8 April 2019, a full copy of which can be obtained from
https://www.asx.com.au/asxpdf/20190408/pdf/44447j5tc4g7rw.pdf, wherein Universal Coal shareholders
(“Universal Shareholders”) were informed that, inter alia:
- Universal Coal had received an updated proposal in respect of the Proposed Transaction from
Ata Resources Proprietary Limited on behalf of the Consortium which included an improved
cash consideration per Universal Coal share from AUD0.35 to AUD0.36 and an option for
eligible Universal Shareholders and holders of Universal CHESS Depositary Interests to elect
for deferred consideration notes, redeemable at AUD0.43 per Universal share within 12 months
and one day after the cash a consideration was paid, for up to a maximum of 160 million
Universal shares (“Updated Proposal”);
- Universal Coal and the Consortium have been unable to reach agreement in respect of the
terms and conditions of the Updated Proposal and a proposed transaction implementation
agreement which was to be entered into;
- Universal Coal had received a conditional, non-binding indicative offer (“NBIO”) from Afrimat
Limited (“Afrimat”), under which Afrimat proposes to acquire the entire issued share capital of
Universal Coal via a change of control transaction, for a cash consideration of AUD0.40 per
Universal Coal share;
- the board of directors of Universal Coal (“Universal Board”) have decided to engage with
Afrimat in respect of the NBIO; and
- in light of the matters referred to above, the Universal Board have determined that they are not
able to make a recommendation in favour of the Updated Proposal.
Wescoal Shareholders are hereby advised that as a result of the aforementioned developments,
negotiations regarding the Proposed Transaction have been terminated. Accordingly, the members of
the Consortium, including Wescoal, have resolved to also terminate their respective cooperation
through the Consortium in respect of the Proposed Transaction.
Notwithstanding the withdrawal of this cautionary announcement, Wescoal Shareholders are reminded
that the Company is in a closed period, as defined by the JSE Listings Requirements, pending the
release of its financial results for the year ended 31 March 2019, on or about 25 June 2019. Accordingly,
Wescoal Shareholders are advised to continue exercising caution when dealing in the Company’s
securities.
Johannesburg
8 April 2019
Investment Bank, Corporate Advisor and Sponsor to Wescoal
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor to Wescoal
ENSafrica
Date: 08/04/2019 11:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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