| Thu 3 Nov 2011, 15:22 | | CZA - Coal of Africa Limited - Results of Placing |
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CZA
CZA
CZA - Coal of Africa Limited - Results of Placing
Coal of Africa Limited
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
Results of Placing
Further to the announcement earlier today, CoAL is pleased to announce that
130,000,000 new ordinary shares ("Ordinary Shares") in the Company (the "Placing
Shares") have been successfully placed by J.P. Morgan Securities Ltd. (which
conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove")), Mirabaud Securities LLP ("Mirabaud") and Evolution
Securities Limited ("Evolution"), (together the "Managers"), to institutional
and other investors.
The placing price has been set at 51 pence per share (or 6.50 South African
Rand). The placing price is equivalent to a 10.5% discount to the closing mid-
market price on the AIM market of the London Stock Exchange ("AIM") on 2
November 2011. Accordingly, the placing will raise gross proceeds of
approximately GBP66.3 million (approximately US$106 million / South African Rand
845 million). The Placing Shares represent approximately 24.4% of CoAL`s issued
share capital prior to the Placing.
79,676,037 Placing Shares have been placed firm and are to be issued by the
Company further to the directors` authority to allot Ordinary Shares for cash,
on a non-pre-emptive basis (the "Firm Placing Shares"). An additional 50,323,963
Placing Shares ("Conditional Placing Shares") have been placed with investors
conditional on shareholder approval at a general meeting of the Company to be
convened on or around 14 December 2011 (the "GM").
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of CoAL including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
The Company will be applying for admission of the Firm Placing Shares to trading
on AIM ("First Admission") and the Main Board of the JSE Limited ("JSE"). It is
expected that admission to trading or quotation and listing of the Firm Placing
Shares will take place on or around 8 November 2011 on AIM and on or around 9
November 2011 on the JSE.
The Company will also apply for admission of the Conditional Placing Shares, the
issue of which is subject to shareholder approval, on AIM ("Second Admission")
and on the JSE. It is expected that admission to trading or quotation and
listing of the Conditional Placing Shares will take place on AIM on or around 14
December 2011 and on the JSE and on or around 15 December 2011.
Application will also be made to the Australian Securities Exchange for the
admission of the Placing Shares. Following notice of the meeting convening the
GM, the timing of the admission and settlement of the Conditional Placing Shares
will be confirmed.
The Firm Placing is conditional, among other things, upon First Admission
becoming effective. The Conditional Placing is conditional, among other things,
upon shareholder approval and First Admission and Second Admission becoming
effective. The Firm Placing is not conditional on the Conditional Placing. At
the GM, Placees who have been allocated Conditional Placing Shares will not be
entitled to vote on the motion to approve the issue of the Conditional Placing
Shares.
Under the AIM Rules for Companies, M&G Investment Management Ltd. is currently a
"Related Party" of the Company as a result of the current level of its
shareholding in the Company of approximately 14.97%. M&G Investment Management
Ltd. has subscribed for a total of 40,000,000 shares in the Placing, including
Firm Placing Shares and Conditional Placing Shares, which is considered a
"Related Party Transaction". The Directors of the Company consider, having
consulted with its Nominated Adviser, Evolution,that the terms of the Related
Party Transaction are fair and reasonable in so far as the Company`s
shareholders are concerned.
In some instances, Placees` subscriptions are subject to compliance with the
Australian Foreign Acquisitions and Takeovers Act, 1975 and the approval of the
Australian Foreign Investment Review Board. In the event that such approval is
not forthcoming or is not received prior to the issue of the Conditional Placing
Shares then those shares which would require such approval will not be issued to
those Placees and, if not placed with other Placees, the total funds raised will
be reduced accordingly.
John Wallington, Chief Executive Officer of CoAL, commented: "We are delighted
with the success of this capital raise against the backdrop of such highly
volatile stockmarket conditions. We remain extremely positive about the
prospects for our projects and now have significant funding in place to support
their ongoing development."
03 November 2011
Johannesburg
JSE Sponsor
Macquarie First South Capital (Pty) Ltd
Contacts
CoAL
Tel: +27 (0) 11 575 4363
John Wallington
Wayne Koonin
J.P. Morgan Cazenove
Tel: +44 (0) 20 7325 1000
Verne Grinstead
Chris Nicholls
Neil Passmore
Mirabaud
Tel +44 207 878 3362
Peter Krens
Rory Scott
Evolution
Tel: +44 (0) 20 7071 4300
Chris Sim
Mark Wellesley-Wood
Jeremy Ellis
Macquarie
Tel: +27 (0) 11 583 2000
Melanie de Nysschen
Annerie Britz
Yvette Labuschagne
Tavistock (United Kingdom)
Tel: +44 (0) 20 7920 3150
Jos Simson
Emily Fenton
Russell & Associates (South Africa)
Tel: +27 (0) 11 880 3924
Tel: +27 (0) 82 372 5816
Charmane Russell
James Duncan
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by J.P. Morgan Cazenove, Mirabaud, Evolution or Macquarie (as defined
below) or by any of their respective affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested party
or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan Cazenove is acting as Global Co-ordinator and Bookrunner, Mirabaud
is acting as Joint Lead Manager, and Evolution is acting as Co-Lead Manager in
connection with the Placing. Macquarie is acting as the JSE Transaction Sponsor
to the Company. Each of J.P. Morgan Cazenove, Evolution and Mirabaud, each of
which is authorised and regulated by the Financial Services Authority, and of
Macquarie which is authorised by the Financial Services Board are acting for the
Company in connection with the Placing and no-one else and none of J.P. Morgan
Cazenove, Mirabaud, Evolution nor Macquarie will be responsible to anyone other
than the Company for providing the protections afforded to the respective
clients of J.P. Morgan Cazenove, Mirabaud, Evolution and Macquarie nor for
providing advice in relation to the Placing or any other matter referred to
herein.
The distribution of this Announcement and the Placing of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by the
Company, J.P. Morgan Cazenove, Mirabaud, Evolution or Macquarie that would
permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company, J.P.
Morgan Cazenove, Mirabaud, Evolution and Macquarie to inform themselves about,
and to observe, such restrictions.
Macquarie First South Capital (Proprietary) Limited ("Macquarie") is acting as
JSE Transaction Sponsor to the Company. Macquarie is not an authorised deposit-
taking institution for the purposes of the Banking Act 1959 (Commonwealth of
Australia), and its obligations do not represent deposits or other liabilities
of Macquarie Bank Limited ABN 46 008 583 542 ("MBL"). MBL does not guarantee or
otherwise provide assurance in respect of the obligations of Macquarie.
The information in this Announcement shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of, the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would require preparation of further prospectuses or other
offer documentation, or be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.
No public offer of securities of the Company is being made in Australia, the
United Kingdom, the United States, the Republic of South Africa or elsewhere.
The information in this Announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United
States. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933 (the "Securities Act")
nor the security laws of any state or other jurisdiction of the United States.
The securities mentioned herein may not be offered or sold in the United States
except pursuant to Regulation S under the Securities Act or another exemption
from, or transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of securities in the United
States.
The information in this Announcement may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction, or disclosure of this information in whole or in
part is unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other jurisdictions.
Date: 03/11/2011 15:22:02 Produced by the JSE SENS Department.
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