| Tue 20 Nov 2007, 13:20 | | WSL - Wescoal - New BEE investor for Wescoal: sale |
|
WSL
WSL
WSL - Wescoal - New BEE investor for Wescoal: sale of shares to BEE investor
general issue of shares for cash to bee investor appointment of BEE directors
WESCOAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
(JSE code: WSL ISIN: ZAE000069639)
("Wescoal" or "the company")
NEW BEE INVESTOR FOR WESCOAL:
SALE OF SHARES TO BEE INVESTOR
GENERAL ISSUE OF SHARES FOR CASH TO BEE INVESTOR
APPOINTMENT OF BEE DIRECTORS
1 Introduction
Shareholders were advised on Sens on 29 June 2007 that Wescoal`s Black
Economic Empowerment ("BEE") investor at the time has terminated its
involvement with Wescoal and sold its shares to Wescoal`s major shareholders.
Shareholders are advised that the major shareholders of Wescoal, including
the directors of Wescoal, have sold 33 217 703 ordinary shares in Wescoal to
Waterberg Portion Property Investments (Pty) Limited ("WPP"), the new BEE
investor ("sale of shares") at 107 cents per share..
In addition, Wescoal will in terms of a general issue of shares for cash,
issue 5 000 000 shares to WPP at 107 cents per share. This would result in
WPP owning 34,5% of Wescoal.
2 Background on BEE Investor
WPP is a black economic empowerment company operating in the minerals and
energy space. The major shareholders of WPP are Mr Muthanyi Robinson
Ramaite, Mr Mpumelelo James Sikhosana and Mr Eric Mzimela. Mr Ramaite,
Chairperson of WPP, is a former Director General of the Department of
Public Service and Administration and sits on a number of boards of
directors of other listed companies.
The major shareholders of WPP have been involved in mining for the last
five years. They are participants in the Khumama consortium that sold 50%
of the Booysendal platinum project to Mvelaphanda Resources as well as part
of the BEE consortium of Eland Platinum Holdings. WPP is the majority owner
of Vuselela Mining which holds several mineral rights for platinum,
manganese, iron ore and coal. The coal rights are located in Mpumalanga,
Waterberg and KwaZulu-Natal. The vision is to prospect these rights and
ultimately to sell them into Wescoal in line with Wescoal`s stated strategy
to source its own coal reserves in the medium term.
2 Rationale for the sale of shares and the general issue of shares for cash
Wescoal has since its listing in 2005 made BEE a core strategy for the
company. The sale of shares by the major Wescoal shareholders, including the
directors of Wescoal, to WPP and general issue of shares for cash to WPP will
result in a 34,5% BEE shareholding in Wescoal. The company`s enhanced BEE
profile is expected to result in an increase in business from its current
customers and to assist in its drive to expand its mining operations.
The cash raised will be utilised for the payment of the acquisition of the
coal businesses of Express Technology CC and Atlantis Coal CC ("Express
Acquisition") as announced on 15 November 2007, as well as working capital
requirements.
4 Details of the sale of shares
As part of the BEE initiative and to ensure that WPP obtains a meaningful
shareholding in Wescoal, the main shareholders, including directors in
Wescoal, have agreed to sell 33 217 703 ordinary shares in Wescoal to WPP
at 107 cents per share, for a total consideration of R 35 542 942.
In compliance with rule 3.63 to 3.65 of the JSE Listing Requirements, the
following disclosures are made:
Name of director: AR Boje
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 6 174 472
Total amount: R 6 606 685-00
Class of security: Ordinary shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Name of director: AR Boje
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 3 240 000
Total amount: R 3 466 800-00
Class of security: Ordinary shares
Nature of interest: Indirect non-beneficial
Clearance obtained: Yes
Name of director: JG Pansegrouw
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 884 000
Total amount: R 945 880-00
Class of security: Ordinary shares
Nature of interest: Indirect beneficial
Clearance obtained: Yes
In compliance with rule 3.63 to 3.65 of the JSE Listings Requirements, the
following information relating to ordinary shares sold to WPP by directors of
Wescoal`s major subsidiary, Chandler Coal (Pty) Limited are disclosed, as
follows:
Name of director: G Botha
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 4 680 000
Total amount: R 5 007 600-00
Class of security: Ordinary shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Name of director: G Coetzee
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 6 180 000
Total amount: R 6 612 600-00
Class of security: Ordinary shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Name of director: D Joubert
Date of transaction: 16 November 2007
Nature of transaction: Sale
Price: 107 cents per share
Number of shares: 2 600 000
Total amount: R 2 782 000-00
Class of security: Ordinary shares
Nature of interest: Indirect beneficial
Clearance obtained: Yes
5 General issue of shares for cash
As part of the BEE initiative Wescoal has agreed with WPP to subscribe for
5 000 000 ordinary shares in Wescoal at 107 cents per share, for a total
cash consideration of R5 250 000 in terms of a general issue of shares for
cash ("general issue"). The implementation of the general issue is subject
to the Competition Commission approving the Express acquisition announced
on 15 November 2007 by no later than 28 February 2008.
The issue price represents a premium of 26,2% to the weighted average
traded price of Wescoal shares for the 30 trading days ended 15 November
2007, being the day before the price was agreed with WPP.
No financial effects are disclosed as the value of the issue for shares is
less than 5% of the market capitalisation of Wescoal. The pro forma effect
on the net assets and net tangible assets per share, and earnings and
headline earnings per share is insignificant.
6 Directors appointment
Messrs Muthanyi Robinson Ramaite and Mpumelelo James Sikhosana have been
appointed to the board of directors of Wescoal with effect from 20 November
2007.
Johannesburg
20 November 2007
Designated Adviser
Exchange Sponsors (Pty) Limited
Date: 20/11/2007 13:20:10 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
