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WSL
WSL
WSL - Wescoal Holdings Limited - Financial effects of acquisition of The
Elandspruit Reserve and withdrawal of cautionary announcement
Wescoal Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
(JSE code: WSL ISIN: ZAE000069639)
("Wescoal" or "the company")
FINANCIAL EFFECTS OF ACQUISITION OF THE ELANDSPRUIT RESERVE AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the announcement dated 10 August 2010 where it was
announced that Wescoal Mining (Pty) Limited ("Wescoal Mining"), a wholly owned
subsidiary of Wescoal has, subject to certain conditions precedent, purchased
from South African Mining Management (Pty) Limited ("SAMM"), the shares and loan
accounts of its wholly owned subsidiary Nungu Trading 341 (Pty) Limited
("Nungu"). Nungu owns specified assets and prospecting rights situated on
Portions 4 and 23 Elandspruit 291 JS ("Elandspruit reserve") ("the proposed
acquisition").
Below are the financial effects of the proposed acquisition and details of the
restriction on sale of shares issued to SAMM.
2 PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects are provided for illustrative purposes
only to provide information about how the proposed acquisition may have impacted
on Wescoal`s results and financial position. Due to the nature of the unaudited
pro forma financial information, it may not give a fair presentation of the
group`s results and financial position after the proposed acquisition.
The unaudited pro forma financial effects are based on the audited financial
information for the year ended 31 March 2010 as announced on SENS on 9 June
2010.
The unaudited pro forma financial effects have been included in terms of the JSE
Listings Requirements. The directors of Wescoal are responsible for the
preparation of the unaudited pro forma financial effects.
Audited Unaudited pro % Change
results for forma after
the year ended the
31 March 2010 acquisition 31
March 2010
Earnings per share (cents) 4.6 3.4 (25.13)%
Headline earnings per share 4.3 3.2 (26.12)%
(cents)
Fully diluted attributable 4.6 3.4 (25.13)%
earnings per share (cents)
Fully diluted headline earnings 4.3 3.2 (26.12)%
per share (cents)
Net asset value per share (cents) 114.20 113.80 (0.35)%
Net tangible asset value per 63.32 40.68 (35.75)%
share (cents)
Shares in issue at year end 145 931 163 322
(`000)
Weighted average number of shares 145 931 163 322
in issue (`000)
Fully diluted weighted average 146 314 163 705
shares in issue (`000)
Notes:
(1) The "before the acquisition" column has been extracted without
adjustment from the audited results of Wescoal for the year ended 31
March 2010.
(2) The "after acquisition" earnings and headline earnings per share have
been based on the audited accounts of Nungu for the year ended 28
February 2010.
(3) The earnings and headline earnings per share were calculated as if the
acquisition took place on 1 April 2009.
(4) Assumed that 17 391 304 new ordinary Wescoal shares will be issued to
SAMM at 115 cents per share for the partial settlement of the purchase
consideration.
(5) The net asset value and net tangible asset value per share were
calculated as if the acquisition took place on 31 March 2010.
(6) No goodwill will arise on the acquisition.
(7) Interest foregone has been calculated at an interest rate of 6% on the
cash portion of the purchase price being R25 million.
3 RESTRICTION ON SALE OF SHARES
In terms of the sale of shares agreement entered into between Wescoal Mining and
SAMM, Wescoal has to issue 17 391 304 ordinary shares at 115 cents per share to
Nungu in partial settlement of the purchase price. Certain restrictions were
placed on the sale of these shares by SAMM for a two year period.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing in
their securities.
5 FURTHER ANNOUNCEMENT
Shareholders will be informed once the circular is mailed of the date of the
general meeting to approve the proposed acquisition.
Sponsor
Exchange Sponsors
Johannesburg
8 September 2010
Date: 08/09/2010 11:57:01 Produced by the JSE SENS Department.
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