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SNU
SNU
SNU - Sentula Mining Limited - Posting of the circular to shareholders in
respect of the proposed transaction between Sentula and Shanduka Resources
(Proprietary) Limited
Sentula Mining Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/001973/06)
Share code: SNU
ISIN: ZAE000107223
("Sentula")
POSTING OF THE CIRCULAR TO SHAREHOLDERS IN RESPECT OF THE PROPOSED TRANSACTION
BETWEEN SENTULA AND SHANDUKA RESOURCES (PROPRIETARY) LIMITED ("SHANDUKA
RESOURCES")
1 INTRODUCTION
Further to the detailed terms announcement released on the Securities Exchange
News Service of the JSE Limited ("JSE") on 21 April 2011 and published in the
South African press on 26 April 2011 (the "Announcement") relating to the issue
by Sentula of ordinary shares to Shanduka Resources (collectively hereinafter
referred to as "the Parties") in exchange for Shanduka Resources` entire
shareholding in Shanduka Coal (Proprietary) Limited and Shanduka Coal
Investments (Proprietary) Limited (the "Proposed Transaction"), shareholders of
Sentula ("Sentula Shareholders")are hereby advised of the expected timing with
respect to the posting of the circular (the "Circular") in respect of the
Proposed Transaction.
2 APPLICATION FOR DISPENSATION IN RESPECT OF THE DATE BY WHICH THE CIRCULAR
IS TO BE DISPATCHED TO SHAREHOLDERS
The Proposed Transaction constitutes a reverse take-over in terms of section
9.5(c) of the JSE Listings Requirements ("Listings Requirements") and an
"affected transaction" in terms of the Companies Act, 2008 (Act no. 71 of 2008)
and the Takeover Regulations. Sentula is accordingly, required to post the
Circular containing full details of the Proposed Transaction and a notice of a
general meeting of shareholders, to Sentula Shareholders in order to obtain
their approval for the Proposed Transaction.
In terms of the Listings Requirements, the Circular is required to be posted to
Sentula Shareholders within 28 days from the time that agreement between the
Parties is reached, similarly in terms of the Takeover Regulation Panel ("TRP")
Takeover Regulations the Circular is required to be posted within 20 business
days.
Furthermore, as the Proposed Transaction involves the acquisition by Sentula of
mineral assets, a Competent Person`s Report ("CPR") is required to be
incorporated in the Circular pursuant to section 12.8 of the Listings
Requirements.
The preparation and finalisation of the CPR with respect to the mineral assets
is expected to be completed on or about 23 May 2011, following which the CPR
will be subject to review and approval by the JSE Readers Panel in accordance
with section 12.4 of the Listings Requirements. The first submission of the CPR
to the Readers Panel is expected to take place on or about 27 May 2011.
Accordingly Sentula requested dispensation from the TRP and the JSE to post the
Circular by 18 July 2011, by which time the Circular approval process is
expected to be complete.
The TRP and the JSE have granted Sentula dispensation to dispatch the Circular
by no later than 18 July 2011.
Sentula Shareholders will be advised in due course of the salient dates and
times of the Proposed Transaction.
Johannesburg
19 May 2011
Investment Bank and Transaction Sponsor to Sentula
Standard Bank
Sponsor to Sentula
Merchantec Capital
Legal Adviser to Sentula
Cliffe Dekker Hofmeyr Incorporated
Date: 19/05/2011 15:14:01 Produced by the JSE SENS Department.
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