| Fri 5 Aug 2011, 15:34 | | SAH - South African Coal Mining Holdings Limited - Amendment of put and |
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SAH
SAH
SAH - South African Coal Mining Holdings Limited - Amendment of put and
call agreement
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")
AMENDMENT OF PUT AND CALL AGREEMENT
Shareholders are referred to the circular to shareholders dated 26
November 2010. In terms of a put and call agreement dated 13 April
2010, and subsequently amended on two occasions, JSW Energy Natural
Resources South Africa Proprietary Limited ("JSW") was entitled to
acquire:
(a) from Royal Bafokeng Ventures Proprietary Limited ("RBV") 50.2% of
the issued shares in Royal Bafokeng Capital Proprietary Limited
("RBC") ("RBV Shares") for a purchase price equal to the sum of:
(i) R1.00 for each RBV Share; plus
(ii) 30 cents for each of the shares in SACMH indirectly held by
RBV; plus
(iii)interest at the call rate from 13 June 2010 until the
implementation date, being the 2nd business day following the
exercise of the put or call, as the case may be ("the
Implementation Date")
("RBV Purchase Price");
(b) from RBH Resources Holdings Proprietary Limited ("RBH") the entire
issued share capital in Mainsail Trading 55 Proprietary Limited
("Mainsail") ("RBH Shares") and including all amounts owing by the
company to Mainsail ("Mainsail Claim") for an aggregate purchase
price of R15 420 520 comprising:
(i) R1.00 for each RBH Share; plus
(ii) 30 cents for each of the shares in SACMH directly held by
Mainsail; plus
(iii) the Mainsail Claim; plus
(iv) interest at the call rate from 13 June 2010 until the
Implementation Date
("RBH Purchase Price").
The put and call option was exercisable by the 30th day after the
effective date. This date has now been extended by agreement to 31
October 2011. Furthermore, JSW has agreed to advance a bridging loan
to RBV and/or RBH in an amount equivalent to the RBV Purchase Price and
the RBH Purchase Price, which loan shall be immediately repayable on
the exercise of the put or call, as the case may be, and set-off
against the payment of the RBV Purchase Price and the RBH Purchase
Price.
In addition, the respective purchase prices have been clarified as
follows:
(a) the RBV Purchase Price will be the sum of:
(i) R1.00 for each RBV Share amounting to R5 020.00; plus
(ii) R0.30 (thirty cents) for each of the shares in SACMH
indirectly held by RBV amounting to R36 839 261.22; plus
(iii)interest at the call rate from 13 June 2010 until the loan
advance date;
(b) the RBH Purchase Price will be an aggregate of R15 420 520 plus
interest at the call rate from 13 June 2010 until the loan advance
date. The amount of R15 420 520 is made up of:
(i) R1.00 for each RBH Share; plus
(ii) 30 cents for each of the shares in SACMH directly held by
Mainsail; plus
(iii)R9,420,420 towards the assignment of the Mainsail Claim in
favour of JSW.
5 August 2011
Johannesburg
Sponsor
Exchange Sponsors
Date: 05/08/2011 15:34:01 Produced by the JSE SENS Department.
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