| Tue 23 Mar 2010, 7:52 | | CZA - Coal Of Africa Limited - Notice Of General Meeting Explanatory |
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CZA
CZA
CZA - Coal Of Africa Limited - Notice Of General Meeting, Explanatory
Statement And Proxy Form
Coal of Africa Limited
(previously, "GVM Metals Limited")
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
JSE/ASX Share code: CZA
ISIN AU000000CZA6
("CoAL" or the "Company")
NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM
Date of Meeting
22 April 2010
Time of Meeting
3.00 pm (WST)
Place of Meeting
The Park Business Centre
45 Ventnor Avenue
West Perth WA 6005
QUOTE
"This is an important document. Please read it carefully.
If you are unable to attend the General Meeting, please complete the
Proxy Form enclosed and return it in accordance with the instructions
set out on the Proxy Form.
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
A General Meeting of the shareholders of Coal of Africa Limited will be
held at:
The Park Business Centre Commencing at
45 Ventnor Avenue, West Perth 3.00 pm (WST)
Western Australia on 22 April 2010
How to Vote
You may vote by attending the meeting in person, by proxy or authorised
representative.
Voting in Person
To vote in person, attend the meeting on the date and at the place set
out above. The meeting will commence at 3.00pm (WST).
Voting by Proxy
To vote by proxy, please complete and sign the Proxy Form enclosed with
this Notice of General Meeting as soon as possible and either:
- send the Proxy Form by facsimile to the Company on facsimile number
(08) 9322 6778 (International: +61 8 9322 6778); or
- deliver or post the Proxy Form to the principal office of the
Company at Level 1, 173 Mounts Bay Road, Perth, Western Australia.
so that it is received by no later than 48 hours before the commencement
of the meeting.
Your Proxy Form is enclosed.
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of
CoAL of Africa Limited ABN 98 008 905 388 ("the Company") will be held
at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western
Australia on 22 April 2010 at 3.00 pm (WST), for the purpose of
transacting the following business referred to in this Notice of General
Meeting ("Notice").
The Explanatory Statement that accompanies and forms part of this Notice
("Explanatory Statement") describes the matters to be considered at this
meeting.
Capitalised terms used in this Notice and the Explanatory Statement are
defined in the glossary at the end of the Explanatory Statement.
ORDINARY BUSINESS
Resolution 1: Issue of up to 50,000,000 Shares to Firefly Investments
163 (Proprietary) Limited
To consider and, if thought fit, to pass with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and all other purposes,
the Company approves the allotment and issue of up to 50,000,000
Shares at an issue price of ?0.60 per Share to the parties and
otherwise on the terms and conditions set out in the Explanatory
Statement."
The Company will disregard any votes cast on Resolution 1 by any
person who may participate in the proposed issue and any person who
might obtain a benefit, except a benefit solely in the capacity of
a holder of ordinary securities if the resolution is passed, and
any person associated with those persons. However, the Company
need not disregard a vote if the vote is cast by a person as proxy
for a person who is entitled to vote, in accordance with the
directions on the proxy form or the vote is cast by the person
chairing the meeting as proxy for a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the
proxy decides.
Resolution 2: Ratification of Issue of 350,000 Shares
To consider and, if thought fit, to pass with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and all other purposes,
the Company ratifies the allotment and issue of 350,000 Shares on
17 February 2010 at a deemed issue price of $2.00 each to the
parties and otherwise on the terms and conditions set out in the
Explanatory Statement."
The Company will disregard any votes cast on Resolution 2 by any
persons who participated in the issues the subject of Resolution 2
and any associate of any of those persons. However, the Company
need not disregard a vote if the vote is cast by a person as proxy
for a person who is entitled to vote, in accordance with the
directions on the proxy form or the vote is cast by the person
chairing the meeting as proxy for a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the
proxy decides.
OTHER BUSINESS
To deal with any other business which may be brought forward in
accordance with the Constitution and the Corporations Act.
BY ORDER OF THE BOARD
Signed by:
Shannon Coates
Company Secretary
Dated: 18 March 2010
PROXIES
1. Votes at the General Meeting may be given personally or by proxy,
attorney or representative.
2. A member entitled to attend and vote is entitled to appoint not
more than two proxies to attend and vote on behalf of the member. A
proxy need not be a member of the Company, but must be a natural person
(not a corporation). A proxy may also be appointed by reference to an
office held by the proxy (eg "the Company Secretary").
3. Where more than one proxy is appointed, each proxy may be appointed
to represent a specified proportion of the member`s voting rights. If no
such proportion is specified, each proxy may exercise half of the
member`s votes.
4. A proxy form is enclosed. A separate form must be used for each
proxy. An additional form can be obtained by writing to the Company at
Level 1, 173 Mounts Bay Road, Perth, Western Australia or by fax to +61
8 9322 6778. Alternatively, you may photocopy the enclosed form.
5. A duly completed proxy form and (where applicable) any power of
attorney or a certified copy of the power of attorney must be received
by the Company at its registered office or the address or fax number set
out below, not less than 48 hours before the time for commencement of
the meeting. Please send by post to Level 1, 173 Mounts Bay Road,
Perth, Western Australia 6000 or by fax to +61 8 9322 6778.
6. The Company will accept proxy appointments by a corporate member
executed in accordance with either section 127(1) (not under seal) or
section 127(2) (under seal) of the Corporations Act.
7. For the purposes of section 1074E(2) of the Corporations Act 2001
and regulation 7.11.37 of the Corporations Regulations 2001, the Company
determines that members holding ordinary shares at the close of business
on 20 April 2010 will be entitled to attend and vote at the General
Meeting.
8. If the proxy form specifies a way in which the proxy is to vote on
any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy does
so, the proxy must vote that way;
(b) if the proxy has 2 or more appointments that specify different ways
to vote on the resolution, the proxy must not vote on a show of hands;
(c) if the proxy is Chairperson, the proxy must vote on a poll and must
vote that way; and
(d) if the proxy is not the Chairperson, the proxy need not vote on a
poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a shareholder, the proxy can cast any votes the
proxy holds as a shareholder in any way that the proxy sees fit.
9. The Explanatory Statement attached to this Notice forms part of
this Notice. Capitalised terms used in this Notice are defined in the
Explanatory Statement.
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide shareholders with
sufficient information to assess the merits of the resolutions contained
in the preceding Notice of General Meeting of the Company.
The Explanatory Statement and all attachments are important documents.
They should be read carefully. The Directors recommend shareholders read
this Explanatory Statement in full before making any decision in
relation to the Resolutions.
Capitalised terms used in the Notice and in this Explanatory Statement
are defined in the glossary at the end of this Explanatory Statement.
RESOLUTION 1 - ISSUE OF UP TO 50,000,000 SHARES TO FIREFLY INVESTMENTS
163 (PROPRIETARY) LIMITED
On 11 December 2009, the Company announced it had executed formal
agreements with Firefly Investments 163 (Proprietary) Limited
("Firefly"), its Broad-Based Black Economic Empowerment partner ("BBBEE
Agreements"), as part of CoAL`s efforts to ensure compliance with South
African legislative requirements for black empowered groups to hold at
least a 26% participation in mining companies by 2014 and to pave the
way for the Company`s long term future in South Africa ("BEE
Transaction").
The BBBEE Agreements, which were entered into by CoAL, Coal Investments
Limited ("CIL") and Firefly, provide Firefly with the option to
subscribe for a total of 50,000,000 Shares at an issue price of GBP0.60
each ("BBBEE Option") between 1 November 2010 and 1 November 2014. The
BBBEE Option consists of two options, both of which may be exercised in
whole or in part. The first option is in respect of 32,500,000 Shares
("First Option") and the second option is in respect of 17,500,000
Shares ("Second Option"). Firefly cannot exercise the BBBEE Option
prior to 1 November 2010, except in certain limited circumstances such
as a change in control of the Company. The number of Shares to be issued
pursuant to the BBBEE Agreements will be adjusted if CoAL undertakes a
bonus or pro rata issue of shares, as described in Annexure A.
In addition, the BBBEE Option is subject to certain regulatory
approvals, including the approval of the Australian Foreign Investment
Review Board, which has been granted. The 50,000,000 Shares to be
issued on the exercise of the BBBEE Option represents approximately
9.53% of CoAL`s current issued capital on a diluted basis.
As part of the suite of BBBEE Agreements, Firefly has also agreed to
grant a call option to CIL to acquire the Second Option ("Call Option").
Within 5 days of the exercise of the Call Option, Firefly must transfer
the Second Option to CIL or its nominee(s). If Firefly has exercised
part of the Second Option into Shares prior to CIL exercising the Call
Option, Firefly undertakes to take all steps necessary to transfer any
Shares issued to it on the exercise of the Second Option to CIL or its
nominee(s). If at any time Firefly does not comply with its obligations
under the Call Option and CIL provides notice to Firefly and the Company
of such non-compliance, CIL may either exercise the Second Option such
that all Shares are issued to CIL or its nominee(s), or provide notice
to the Company and Firefly requiring that all rights and obligations of
Firefly under the Second Option are assigned and transferred to CIL.
Under the BBBEE Agreements, Firefly will have the right to nominate two
persons to the Board, and has also undertaken to procure that the King
of the VhaVenda from the Limpopo province, His Majesty Khosi Khulu Toni
Mphephu Ramabulana (the "King") holds a shareholding and beneficial
interest in Firefly within a period of three months from satisfaction of
the conditions precedent to the BBBEE Agreements. The King represents
his constituents of the Mudimeli, Musekwa, Makushu-Musholombi and
Tshivhula communities, relevant female empowerment and youth groups, as
well as a special purpose vehicle to promote an develop entrepreneurs
and other specific community groups in the Limpopo province.
To facilitate the BEE Transaction the Company`s second largest second
shareholder, African Global Capital I, LP, an entity associated with
Mvelaphanda Holdings (Proprietary) Limited, Palladino Holdings Limited
and OZ Management LP, and its affiliate CIL, which currently hold in
aggregate 15.02% of the issued capital of the Company, have entered into
an agreement with Firefly under which, amongst other things, they will
cede their voting rights over their Shares in the Company to Firefly.
Listing Rule 7.1 broadly provides, subject to certain exceptions, that
shareholder approval is required for any issue of securities by a listed
company where the securities proposed to be issued represent more than
15% of the Company`s securities then on issue. Resolution 1 seeks
shareholder approval to issue up to 50,000,000 Shares at an issue price
of GBP0.60 each pursuant to the exercise of the BBBEE Option. As the
BBBEE Agreements were entered into under CoAL`s existing 15% placement
capacity under Listing Rule 7.1, the effect of Resolution 1 is to
refresh the Company`s 15% placement capacity under Listing Rule 7.1.
For the purpose of Listing Rule 7.3 the following information is
provided:
1. the maximum number of Shares to be issued under Resolution 1 is
50,000,000;
2. subject to the conditions of the BBBEE Agreements being met, the
Shares will be issued and allotted no later than 5 November 2014, as
approved by ASX by way of ASX granting a waiver from Listing Rule 7.3.2
on 16 March 2010;
3. the Shares will be allotted progressively on exercise of the BBBEE
Option;
4. the Shares will be issued at an issue price of ?0.60 each;
5. the Shares to be issued will be ordinary fully paid shares and rank
equally in all respects with the existing ordinary fully paid shares
issued in the capital of the Company;
6. the Shares in respect of the First Option (being 32,500,000 Shares)
will be issued to Firefly or its nominee(s). The Shares in respect of
the Second Option (being 17,500,000 Shares) will be allotted to Firefly
or its nominee(s) or CIL or its nominee(s) depending on whether CIL
decides to exercise the Call Option as described above. The allottees
will not be a related party of the Company; and
7. funds raised from the issue of the Shares will be used for working
capital purposes.
Directors` Recommendation
The Board recommends shareholders vote in favour of Resolution 1.
RESOLUTION 2 - RATIFICATION OF ISSUE OF 350,000 SHARES
As previously announced, the Company issued 350,000 Shares at a deemed
issue price of $2.00 in part consideration for professional services
rendered in relation to the Company`s Mooiplaats Colliery. This issue
of Shares was made without shareholder approval under the Company`s 15%
placement capacity under Listing Rule 7.1.
Listing Rule 7.4 permits the ratification of previous issues of
securities made without prior shareholder approval, provided the issue
did not breach the 15% threshold under Listing Rule 7.1. The effect of
such ratification is to restore a company`s maximum discretionary power
to issue further shares up to 15% of the issued capital of the company
without requiring shareholder approval.
Pursuant to Resolution 2, the Directors are seeking ratification under
Listing Rule 7.4 of the issue of 350,000 Shares that was made on 17
February 2010 in order to restore the right of the Company to issue
further Shares within the 15% limit during the next 12 months.
For the purpose of Listing Rule 7.5 the following information is
provided:
1. a total of 350,000 Shares were issued;
2. the Shares were issued at a deemed issue price of $2.00 each;
3. the Shares issued were ordinary fully paid shares and rank equally
in all respects with the existing ordinary fully paid shares issued in
the capital of the Company;
4. the Shares were issued to Gravitas Limited. The allottee is not a
related party of the Company; and
5. the Shares were issued in part consideration for professional
services rendered in relation to the Mooiplaats Coal Project. No funds
were raised from the issue.
Directors` Recommendation
The Board recommends shareholders vote in favour of Resolution 2.
GLOSSARY
FOR THE PURPOSES OF RESOLUTIONS 1 AND 2 AND THE EXPLANATORY STATEMENT,
THE FOLLOWING DEFINITIONS APPLY:
"ASX" means ASX Limited, ABN 98 008 624 691, and, where the context
permits, the Australian Securities Exchange operated by ASX Limited;
"Board" means the Board of Directors of the Company;
"Company" or "CoAL" means Coal of Africa Limited, ABN 98 008 905 388, a
limited liability company duly incorporated in Australia;
"Constitution" means the constitution of the Company;
"Corporations Act" means the Corporations Act 2001 (Cth);
"Directors" means the directors of the Company;
"Listing Rules" means the Listing Rules of ASX;
"Notice" or "Notice of General Meeting" means the notice of meeting
which accompanies this Explanatory Statement;
"Resolution" means a resolution proposed pursuant to the Notice;
"Shares" means fully paid ordinary shares in the Company; and
"WST" means Western Standard Time.
ANNEXURE A
Adjustment to number of Shares to be issued pursuant to Resolution
1 (please refer to page 1 of the Explanatory Statement)
Bonus Issues
1.1 If the Company makes a bonus issue of Shares or other securities
pro rata to holders of Shares (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment) and not
all of the BBBEE Option Shares have been allotted in respect of the
BBBEE Option before the record date for determining entitlements to the
bonus issue then the rights attaching to the BBBEE Option will be
altered as follows:
1.1.1 the number of BBBEE Option Shares (S) is determined by the
formula:
S = N + (N x R)
1.1.2 the BBBEE Option Price is the greater of the par value (if
any) of the Share and the sum (EP) determined by the formula:
EP = N x OP
N + (N x R)
(fractions are to be rounded up to the nearest penny)
where:
N = The Outstanding BBBEE Option Shares on the record date to
determine Firefly`s entitlements to the bonus issue.
R = The number of Shares (including fractions) offered under
the bonus issue for each Share held.
OP = The BBBEE Option Price which applies on the record date
to determine entitlements to the bonus issue.
Pro rata issue
1.2 If the Company makes an offer of Shares pro rata to all or
substantially all holders of Shares (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment) for a
subscription price and not all of the BBBEE Option Shares have been
allotted in respect of the BBBEE Option before the record date for
determining entitlements to the rights issue then the BBBEE Option Price
will be reduced according to the following formula:
O`=O - E (P - (S + D))
N + 1
(fractions are to be rounded up to the nearest penny)
where:
O`= The new BBBEE Option Price.
O= The old BBBEE Option Price.
E = 1
P = The weighted average market price of fully paid Shares sold in
the ordinary course of trading on ASX during the five trading
days ending on the day before the ex rights or ex entitlements
date.
S = The subscription price of new Shares issued under the pro rata
issue.
D = Any dividends due but not yet paid on existing Shares which
will not be payable in respect of new Shares issued under the
pro rata issue.
N = The number of Shares with rights or entitlements that must be
held to receive a right to one new Share.
The number of Option Shares will not change.
Reconstruction
1.3 If, at any time there is a reconstruction of the capital of the
Company ("Reconstruction"), the BBBEE Option under the BBBEE Agreements,
to the extent it has not been exercised, will be reconstructed in the
manner specified below:
1.3.1 in a consolidation of capital, the number of BBBEE Option
Shares must be consolidated in the same ratio as the Shares and the
BBBEE Option Price must be amended in inverse proportion to that ratio;
1.3.2 in a sub-division of capital, the number of BBBEE Option
Shares must be sub-divided in the same ratio as the Shares and the BBBEE
Option Price must be amended in inverse proportion to that ratio;
1.3.3 in a return of capital or other distribution (whether in cash
or in specie), the number of BBBEE Option Shares must remain the same,
and the BBBEE Option Price must be reduced by the same amount as the
amount returned or the amount of the distribution in relation to each
ordinary security;
1.3.4 in a reduction of capital by cancellation of capital paid up
on Shares that is lost or not represented by available assets where no
Shares are cancelled, the number of BBBEE Option Shares and the BBBEE
Option Price of the BBBEE Option must remain unaltered;
1.3.5 in a pro rata cancellation of Shares, the number of BBBEE
Option Shares must be reduced in the same ratio as the Shares and the
BBBEE Option Price of the Option must be amended in inverse proportion
to that ratio; and
1.3.6 in any other case, the number of BBBEE Option Shares, or the
BBBEE Option Price, or both, must be reorganised so that Firefly does
not receive a benefit that holders of Shares do not receive.
Nothing in sub-clause 1.3.6 prevents a rounding up of the number of
BBBEE Option Shares to be received on exercise of the BBBEE Option
if the rounding up is approved at the shareholders` meeting that
approves the Reconstruction, and the terms of the BBBEE Option will
be construed accordingly."
UNQUOTE
Johannesburg
23 March 2010
JSE Sponsor
Macquarie First South Advisers (Pty) Limited
Date: 23/03/2010 07:52:00 Produced by the JSE SENS Department.
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