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SAH
SAH
SAH - SACMH - Announcement By JSW Energy Limited to the shareholders of SACMH
SOUTH AFRICAN COAL MINING HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/009012/06)
Share code: SAH & ISIN: ZAE000102034
("SACMH" or "the Company")
ANNOUNCEMENT BY JSW ENERGY LIMITED ("JSW") TO THE SHAREHOLDERS OF SOUTH AFRICAN
COAL MINING HOLDINGS LIMITED ("SACMH" or "the Company") IN RESPECT OF THE
AGREEMENTS CONCLUDED BETWEEN JSW AND STRIDER HOLDINGS (PROPRIETARY) LIMITED
("Strider") AND JSW, ROYAL BAFOKENG VENTURES (PROPRIETARY) LIMITED ("RBV") AND
RBH RESOURCES (PROPRIETARY) LIMITED ("RBHR")
Shareholders are advised that the following agreements have been concluded in
respect of Royal Bafokeng Capital (Proprietary) Limited ("RBC"), a pyramid
company of SACMH:
1. a share purchase agreement between JSW and Strider which will result in
Strider disposing of 49.8% of the entire issued share capital in RBC to JSW
for a purchase price equal to 30 cents for each of the shares in SACMH that
are indirectly held by Strider; and
2. a put and call agreement between JSW, RBV and RBHR, which if effected will
result in:
2.1. RBV disposing of 50.2% of the entire issued share capital in RBC to
JSW for a purchase price equal to 30 cents for each of shares in SACMH
that are indirectly held by RBV plus interest at the call rate from
the date on which the offer by JSW for the remaining shares of the
minorities is accepted by such minorities, to the date on which the
put or call option is exercised in terms of the put and call
agreement; and
2.2. RBHR disposing of the entire issued share capital in Mainsail Trading
55 (Proprietary) Limited ("Mainsail") to JSW for a purchase price
equal to 30 cents for each of the shares in SACMH that are directly
held by Mainsail plus interest at the call rate from the date on which
the offer by JSW for the remaining shares of the minorities is
accepted by such minorities, to the date on which the put or call
option is exercised in terms of the put and call agreement.
Mainsail and RBC collectively hold approximately 284.6 million shares in SACMH
and the implementation of such transactions will therefore result in a change in
the control of SACMH.
Shareholders are further advised that an amended firm intention to make an offer
to the minority shareholders of SACMH will follow shortly and will accord to the
same purchase principles as those set out in the transactions above.
The Industrial Development Bank of India ("IDBI") has provided written
confirmation to the Securities Regulation Panel that the necessary resources are
available to JSW for the purposes of satisfying the purchase consideration
necessary in order for them to acquire all of the shares of the minorities in
SACMH insofar as this becomes necessary. Such written confirmation from IDBI
will be replaced shortly with a bank guarantee from a South African Bank.
JSW ENERGY LIMITED
16 April 2010
Date: 16/04/2010 10:15:01 Produced by the JSE SENS Department.
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