| Fri 27 Aug 2010, 17:26 | | SAH - South African Coal Mining Holdings Limited - Update in |
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SAH
SAH
SAH - South African Coal Mining Holdings Limited - Update in
respect of mandatory offer; further cautionary announcement
South African Coal Mining Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/009012/06
Share code : SAH ISIN : ZAE0000102034
("SACMH" or "the company")
UPDATE IN RESPECT OF MANDATORY OFFER;
FURTHER CAUTIONARY ANNOUNCEMENT;
RESULTS OF ANNUAL GENERAL MEETINGS;
PROVISIONAL LIQUIDATION ORDER DISCHARGED; AND
CHANGE TO THE BOARD AND COMPANY SECRETARY
Mandatory offer
Shareholders are referred to the announcement released on SENS on
20 May 2010 that JSW Energy Limited ("JSW") had entered into
certain agreements in respect of the shares of Royal Bafokeng
Capital (Pty) Limited which, for purposes of the Securities
Regulation Code on Take-overs and Mergers ("SR Code"), had
triggered a change in control of SACMH. Consequently, SACMH was
obliged to make a mandatory offer to all the remaining shareholders
of SACMH.
Shareholders are advised that the requisite circular containing the
offer document as well as the response by the board of SACMH were
drafted and submitted to the Securities Regulation Panel ("SRP")
for approval.
In terms of Rule 6.3 of the SR Code, where a change of control
takes place and the offeree company is a pyramid company, the
offeror shall make a comparable offer to holders of the relevant
securities of the controlled company (in this case SACMH).
JSW proposed that the comparable offer price to be offered to the
remaining shareholders of SACMH was 30 cents per share. As is its
normal practice, the SRP required that the comparable price be
independently verified. On 24 August 2010 the SRP ruled that the
comparable offer price was greater than 30 cents per share.
JSW disputed this calculation and appealed against the ruling. The
SRP informed JSW on 26 August 2010 that the terms of office of the
members of the SRP ended on 16 August 2010 and that the Minister of
Trade and Industry has not as yet appointed new members of the
Panel in terms of the Companies Act, 1973. As soon as possible
after the Minister has appointed new members, a date for the
hearing of the appeal will be determined. The offer can therefore
not proceed until the offer price has been finalized and the SRP
and JSE have approved the circular.
Further cautionary announcement
Although the trading in the company`s shares on the JSE is still
suspended, shareholders are advised to continue exercising caution
when dealing in the company`s securities until a further
announcement is made in respect of the offer.
Results of 2008 AGM
Shareholders are advised that, at the Annual General Meeting of
SACMH shareholders in respect of the 2008 financial year held on 26
August 2010, all the resolutions were passed by the requisite
majorities of shareholders present and represented by proxy, with
the exception of the first ordinary resolution which would have
placed the authorised but unissued shares in the capital of the
company under the control of the directors. The special resolution
will be submitted for registration with the Registrar of Companies
in due course.
Results of 2009 AGM
Shareholders are advised that, at the Annual General Meeting of
SACMH shareholders in respect of the 2009 financial year held on 26
August 2010, all the resolutions were passed by the requisite
majorities of shareholders present and represented by proxy, with
the exception of the first ordinary resolution which would have
placed the authorised but unissued shares in the capital of the
company under the control of the directors. The second special
resolution was amended before being passed, by deleting the words
"of R17 500 000", thereby resolving that the loan to SACMH by
Mainsail, plus interest, be converted into equity in SACMH on
certain terms. The special resolutions will be submitted for
registration with the Registrar of Companies in due course.
Provisional liquidation order discharged
The company`s assets fairly valued vastly exceed its liabilities.
It has received a major capital injection from JSW Energy Natural
Resources South Africa (Pty) Limited and it is solvent. The project
to resume mining activities is in its final stages and mining is
expected to recommence in September.
A minor creditor, through an administrative oversight, obtained an
unopposed provisional liquidation order by default. The creditor
was immediately paid and the provisional liquidation order was
discharged by the court on Friday, 27 August 2010.
Change to the board of directors and company secretary
Mr Grant Scrutton resigned as Chief Executive Officer with effect
from 31 August 2010. The Nominations Committee is interviewing
candidates and hopes to announce the name of his successor soon. A
financial director will also be appointed as soon as possible.
The services of Sylvan CSI as company secretary were terminated and
a new secretary will be appointed in due course.
27 August 2010
Johannesburg
Sponsor
Exchange Sponsors
Date: 27/08/2010 17:26:01 Produced by the JSE SENS Department.
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