| Thu 8 Jul 2010, 7:38 | | RSG - Resource Generation Limited - Abridged pre-listing statement |
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RSG - Resource Generation Limited - Abridged pre-listing statement
Resource Generation Limited
(previously named Comdek Limited)
(Incorporated and registered in Australia)
(Registration number ACN 059 950 337)
Share code on the JSE Limited: RSG ISIN: AU000000RES1
Share code on the Australian Stock Exchange Limited: RES ISIN: AU000000RES1
(JSE short name: "Resgen" or "the Company") (Australian short name: "RES")
ABRIDGED PRE-LISTING STATEMENT
1 INTRODUCTION
This abridged pre-listing statement is prepared in terms of the JSE Limited
("JSE") Listings Requirements ("Listings Requirements") in connection with a
secondary listing of the entire issued share capital of Resgen on the Main Board
of the JSE. Resgen currently has a primary listing of its ordinary shares on the
Australian Stock Exchange Limited ("the ASX") in the "Materials" sector of that
stock exchange.
It is important to note that this abridged pre-listing statement is not an
invitation to the public to subscribe for securities, nor a document directly
soliciting subscription for or inviting purchase of Resgen shares by the public.
Its purpose is to provide relevant information to the public in connection with
the secondary listing of the shares of Resgen on the JSE and in compliance with
the Listings Requirements of the JSE.
The JSE has granted a listing by way of an introduction for 164,412,477 ordinary
shares in Resgen in the "Basic Resources, Coal Mining" sector of the JSE lists
under the abbreviated name "Resgen", with effect from the commencement of
trading on the JSE on Wednesday, 14 July 2010.
Resgen will be regarded as an approved inward listed "African Company" for
exchange control purposes. An "African Company" is a company which is domiciled
in Africa or its activities are geographically located in Africa, or a company
which is domiciled outside Africa but the majority of its activities are
geographically located in Africa. South African corporates, banks, trusts,
partnerships and private individuals are entitled to invest in approved inward
listed instruments without restriction. Consequently, an investment by a South
African individual in an approved inward listed instrument will not affect such
person`s offshore investment allowance. South African retirement funds, long-
term insurers, collective investment scheme management companies and investment
managers who have registered with the Exchange Control Department of the South
African Reserve Bank as "institutional investors" for exchange control purposes
are entitled to a foreign portfolio investment allowance. They are required to
utilise this allowance to make any investment in Resgen. In addition to such
institutional investors` general foreign portfolio investment allowance, they
will be able to invest an additional 5% of their total retail assets in the
equity securities of approved inward listed African Companies, such as Resgen.
Retail assets refer to assets received by such institutional investors from
individuals and other entities such as companies and trusts, but exclude assets
held on behalf of other institutional investors.
The Company does not have an authorised share capital as is commonly understood
in South Africa but is otherwise limited by the fundraising provisions contained
in Chapter 6D of the Australian Corporations Act 2001 and the Listing Rules of
the ASX. The ordinary shares of Resgen have no nominal or par value and are
recorded in the accounts of the Company at their issue price in AU$.
At listing, the issued share capital of Resgen comprises 164,412,477 ordinary
shares of no fixed value. All of the ordinary shares rank pari passu in respect
of all rights. No shares are held in treasury, although 5 000 000 Resgen shares
have been issued to Resgen Scrip Lending Pty Limited for purposes of South
African scrip lending arrangements required under the JSE Listings Requirements.
The entire issued share capital of Resgen will be listed on the JSE.
The Company does not presently have any convertible or preference instruments in
issue. The only class of shares is the ordinary shares referred to above.
As Resgen is primary ASX listed and is required to report on a continuous basis,
prospective purchasers of shares in Resgen are in addition to reading the full
Pre-listing statement, dated on or about 8 July 2010 ("the Pre-listing
Statement") in detail advised to consult both the ASX website (www.asx.com.au)
and Resgen website (www.resgen.com.au) ("the Public Record") for all pertinent
current and historical information regarding Resgen.
Due to the inherent risks associated with investment in companies of the nature
of Resgen, prospective purchasers of Resgen shares on the JSE are advised to
carefully consider all matters contained in the Pre-listing Statement and Public
Record, copies of which can be obtained as indicated in paragraph 6 below and,
if required, consult with their professional advisors before taking any action.
2 HISTORY AND BUSINESS OF RESGEN
Resgen was incorporated and registered in Australia as a company on 4 May 1993
under the name of Comdek Limited. It commenced business as a telecommunications
company and listed on the ASX on 31 October 2003. The telecommunication
business experienced difficulties and, as a result, the Company went into
voluntary administration on 21 February 2006. Creditors of the Company resolved
that the Company should enter into a Deed of Company Arrangement which was duly
executed on 25 May 2006. The Company was recapitalised via a prospectus issued
on 25 October 2006 and its ASX listing recommenced on 29 November 2006.
During 2006 and 2007, a change of management and business strategy resulted in a
focus on mining. On 29 January 2008, Resgen acquired 80% of the shares in
Uranex SA, a Cameroonian company which holds prospective uranium tenements in
Cameroon.
On 7 July 2008, the Company entered into a joint venture with Lukale Mining
Company (Pty) Limited to explore coal tenements in the Waterberg region of South
Africa. The Company underwent a further change of management on 15 July 2008
with the appointment of Paul Jury as Managing Director. Since that time the
Company has changed its name from Comdek Limited to Resource Generation Limited
(on 5 September 2008) and focused primarily on the development of its coal
tenements in the Waterberg. The acquisition of 49% of the shares in Ledjadja
Coal (Pty) Limited ("Ledjadja") on 23 December 2008 expanded the Company`s
footprint in the Waterberg and enabled Resgen to focus on developing a large
scale open cut operation in the region.
On 9 October 2008, Resgen acquired five prospective coal tenements in Tasmania,
Australia.
Resgen, through Resgen Africa Holdings Limited, holds 49% of the shares in
Ledjadja and has an entitlement, in terms of the shareholders` agreement between
the shareholders of Ledjadja, to increase that 49% interest to 74%, subject only
to obtaining Section 11 approval in terms of the Mineral and Petroleum Resources
and Development Act, 28 of 2002 ("MPRDA") from the Department of Mineral
Resources ("DMR"). DMR approval was received on 24 June 2010 and Resgen will
increase its ownership to 65% in the short term before addressing the
arrangements to increase a further 9% to 74% thereafter.
Resgen, through Resgen South Africa (Pty) Limited (a wholly owned subsidiary of
Resgen), holds 20% of the shares in Waterberg One Coal (Pty) Limited ("Waterberg
One Coal") and has an entitlement, in terms of the shareholders` agreement
between the shareholders of Waterberg One Coal, to increase that 20% interest to
70% upon having spent AU$5 million of exploration and development expenditure.
Approval in terms of Section 11 of the MPRDA has been obtained, which approval
refers to expenditure of US$5 million.
At the listing date the businesses of Resgen group comprise its interests in the
coal exploration tenements in the Waterberg region of South Africa, its coal
exploration tenements in Tasmania and its uranium exploration tenements in
Cameroon.
3. PROSPECTS FOR RESGEN
Resgen`s primary focus is the development of a major open cut coal mine in the
Waterberg region of South Africa. The Boikarabelo Project (namely, the mineral
and coal mining properties and prospecting rights in the Waterberg region which
are owned and held by Ledjadja) and Boikarabelo Extended Project (namely, the
mineral and coal mining properties and prospecting rights in the Waterberg
region of South African which are owned and held by Waterberg One Coal) contain
probable reserves of 603.3 million tonnes plus indicated resources of 569.5
million tonnes plus inferred resources of 1,858.9 million tonnes. A mining
rights application for the Boikarabelo Project has been lodged with the DMR and
a further application for the Boikarabelo Extended Project is expected to be
lodged in 2010.
Detailed mine plans and coal washing facilities have been designed to produce 3
million tonnes per annum of saleable export coal and 3 million tonnes of
saleable domestic coal from 2013. Assuming that a third major power station is
built in the Waterberg the sales of domestic coal could rise to around 15
million tonnes per annum from 2018/19.
The Company will work with its Black Economic Empowerment ("BEE") partners to
pursue other coal assets.
The board of directors of Resgen believes that the outlook for coal
opportunities in South Africa is promising. Traditionally, South Africa has been
a major producer and exporter of coal, with most of this coal being sourced from
the Witbank coalfields, which are now maturing. Expectations are that the
future of South African coal developments is in the Waterberg coalfield where
Resgen has a significant resource and a large land ownership footprint to
facilitate development.
The ability to export coal through Richards Bay Coal Terminal is restricted at
present as it is controlled by its shareholders and capacity is fully allocated.
The Company is considering various near term and long term initiatives that can
also benefit a number of South African coal projects, including Richards Bay dry
bulk terminal, Maputo, Durban and the Trans-Kalahari project. Resgen is
constantly monitoring these developments and has already engaged with some of
the role-players.
The ability to rail coal to port and potentially to Eskom`s (South Africa`s
government owned electricity utility) power stations in Mpumalanga is a major
issue confronting potential and expanding producers in the Waterberg. Resgen is
closely involved with Transnet Freight Rail (South Africa`s government owned
freight rail service provider) in seeking solutions to this issue.
4 REASONS FOR LISTING OF RESGEN ON JSE
The reasons for the listing of Resgen on the JSE include the following:
* to provide Resgen with greater flexibility when raising finance to develop:
- the Boikarabelo Project; and
- the Boikarabelo Extended Project;
* to encourage South African investors to invest in the Company, which
has over 90% of its assets in South Africa; and
* to assist with any future activities within its BEE ventures.
5 DIRECTORS OF RESGEN
The names, ages, qualifications, nationalities, business addresses and functions
of the directors of Resgen are outlined below:
Directors of Resgen and its major subsidiaries
The names, ages, nationalities, business addresses and capacities of the
directors of Resgen and its subsidiaries are as follows:
Directors of Resgen
Name, age and Business address Capacity
nationality
Scott Robert William Level 12 Chifley Tower, Non-executive Chairman
Douglas (35) 2 Chifley Square, Sydney
New Zealander NSW 2000, Australia
Paul John Jury (53) Level 12 Chifley Tower, Executive Managing
Australian 2 Chifley Square, Sydney Director
BComm, CA, FFin, NSW 2000, Australia
ACIS, FTIA
Stephen James Level 12 Chifley Tower, Executive Finance
Matthews (53) 2 Chifley Square, Sydney Director and Company
Australian NSW 2000, Australia Secretary
BSc (Hons), ACA,
FFin
Geoffrey (Toby) Rose Level 12 Chifley Tower, Non-executive director
AO (75) 2 Chifley Square, Sydney
Australian NSW 2000, Australia
B.Sc
Directors of Resgen South Africa (Pty) Limited
Name, age and Business address Capacity
nationality
Paul John Jury (53) Level 12 Chifley Tower, Executive Director
Australian 2 Chifley Square, Sydney
NSW 2000, Australia
Stephen James Level 12 Chifley Tower, Executive Director
Matthews (53) 2 Chifley Square, Sydney
Australian NSW 2000, Australia
Directors of Resgen Africa Holdings Limited
Name, age and Business address Capacity
nationality
Paul John Jury (53) Level 12 Chifley Tower, Executive Director
Australian 2 Chifley Square, Sydney
NSW 2000, Australia
Stephen James Level 12 Chifley Tower, Executive Director
Matthews (53) 2 Chifley Square, Sydney
Australian NSW 2000, Australia
Rezah Cotobally (47) 6th Floor, Tower A, 1 Resident Director
Mauritian Cybercity, Ebene,
Mauritius
Shameel Mahmood 6th Floor, Tower A, 1 Resident Director
Rumjaun (43) Cybercity, Ebene,
Mauritian Mauritius
Thierry Adolphe (37) 6th Floor, Tower A, 1 Alternative Director
Mauritian Cybercity, Ebene, to Shameel Rumjaun
Mauritius
6 PRE-LISTING STATEMENT
The Pre-listing Statement will be issued on or about 8 July 2010 and copies can
be obtained during normal business hours between 08h00 and 17h00 from the
following South African entities:
Resgen`s South African representative office, Resgen South Africa (Pty) Limited
Unit Two Carrera House
19 Sovereign Road
Route 21 Corporate Office Park, Irene 0157
Deloitte & Touche Sponsor Services (Pty) Limited
Building 6, The Woodlands
20 Woodlands Drive
Woodmead, Sandton 2196
Computershare Investor Services (Pty) Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
8 July 2010
Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited
Reporting Accountants
Deloitte Touche Tohmatsu
Attorneys
Bowman Gilfillan Inc.
Competent Person
GeoCoal Services CC
Date: 08/07/2010 07:38:24 Produced by the JSE SENS Department.
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