| Wed 14 Dec 2011, 14:14 | | CZA - Coal of Africa Limited - Results of General Meeting and completion of |
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CZA
CZA
CZA - Coal of Africa Limited - Results of General Meeting and completion 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 GENERAL MEETING AND COMPLETION OF PLACING
On 3 November 2011, CoAL announced that 130,000,000 new ordinary shares
("Ordinary Shares") in the Company (the "Placing Shares") had been successfully
placed at a placing price of GBP0.51 (equivalent of ZAR6.50/A$0.874) per share
(the "Placement"). The Placement comprises two tranches:
- Tranche 1 of the Placement comprised 79,676,037 Shares which were issued on 8
November 2011 and commenced trading on the AIM market of the London Stock
Exchange plc ("AIM") on 8 November 2011, the Main Board of JSE Limited ("JSE")
on 9 November 2011, and the Australian Securities Exchange ("ASX") on 9 November
2011; and
- Tranche 2 of the Placement constitutes the remaining 50,323,963 Shares
("Conditional Placing Shares"), the issue of which was subject to approval of
the Company`s shareholders.
The Company is pleased to announce that at its General Meeting held earlier
today the shareholder resolutions relating to the Placement were duly passed.
The results of the General Meeting are set out in detail below.
Accordingly, the Company will proceed with the issue and allotment of the
Conditional Placing Shares. The Company has applied for the Conditional Placing
Shares to be admitted to trading on AIM on 15 December 2011 and on the JSE on 19
December 2011. Application will also be made to the ASX for the quotation of the
Conditional Placing Shares.
The total gross proceeds under the Placement will amount to approximately US$106
million (equivalent of GBP66.3 million/A$102 million/ZAR845 million). Receipt by
the Company of the remaining Placement proceeds of the issue of the Conditional
Placing Shares will satisfy the key outstanding condition precedent in respect
of the new US$40 million working capital facility entered into between the
Company and JPMorgan Chase Bank, N.A. ("New Bank Facility"). The Company expects
to be able to draw down on the New Bank Facility shortly, following satisfaction
of the remaining conditions precedent.
Results of General Meeting
In accordance with Listing Rule 3.13.2 and Section 251AA(2) of the Corporations
Act, the Company announces the following outcome of the resolutions put to the
General Meeting of shareholders held earlier today:
Resolution 1: Ratification of Issue of Shares - Placement Tranche 1
The resolution was carried unanimously on a show of hands, and the total number
of proxy votes in respect of validly appointed proxies was as follows:
Number % of Vote % of Issued Capital
For: 292,373,572 99.66 47.78
Against: 175,607 0.06 0.03
Abstain: 612,345 0.21 0.10
Discretionary: 204,750 0.07 0.03
TOTAL: 293,366,274 100.00 47.94
Resolution 2: Proposed Issue of Shares - Placement Tranche 2
The resolution was carried unanimously on a show of hands, and the total number
of proxy votes in respect of validly appointed proxies was as follows:
Number % of Vote % of Issued Capital
For: 292,384,433 99.67 47.78
Against: 177,757 0.06 0.03
Abstain: 601,484 0.21 0.10
Discretionary: 202,600 0.07 0.03
TOTAL: 293,366,274 100.00 47.94
14 December 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: 14/12/2011 14:14:10 Produced by the JSE SENS Department.
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
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information disseminated through SENS.
