| Fri 29 Jun 2012, 8:52 | | FSE - Firestone Energy Limited - Sekoko and Ariona Sign Share Purchase |
|
FSE
FSE
FSE - Firestone Energy Limited - Sekoko and Ariona Sign Share Purchase
Agreement
FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")
Sekoko and Ariona Sign Share Purchase Agreement
The Board of Firestone Energy Limited (ASX/JSE: FSE) (the "Company" or
"Firestone") previously announced on 7 May 2012 that its joint venture
partner, Sekoko Resources (Pty) Ltd ("Sekoko"), had entered into a binding
term sheet with Ariona Company SA ("Ariona"), a special purpose vehicle
representing a consortium of international institutional and private
investors focusing on global resource opportunities, for the sale of 800
million Firestone shares to Ariona.
Further to this announcement Firestone is pleased to report that Sekoko and
Ariona have now signed a formal Share Sale and Purchase Agreement ("SPA").
The signing of the SPA means that Firestone will have a new substantial
shareholder, Ariona Company SA, controlling between 19.9% and 25.69% of the
issued Capital of the Company.
The Company has been informed by Sekoko Resources, its major shareholder,
that the major terms of the agreement are as follows:
* Ariona will acquire from Sekoko a minimum of 622 million shares in the
Company for A$6.22 million up to a maximum of 800 million shares in
the Company for a total of A$8 million. This represents approximately
19.95% and up to 25.69% of the issued share capital of the Company;
* the share acquisition is subject to Firestone shareholder approval;
* Ariona will acquire a 10% interest in the Waterberg Joint Venture
either directly from Sekoko or, depending on South African regulatory
approvals, through acquiring a 25% shareholding in the wholly owned
subsidiary of Sekoko that holds the Waterberg Joint Venture interest,
for approximately A$20.5 million with Sekoko maintaining a 30%
interest in the project.
Firestone has been informed that the transactions above are subject to a
number of conditions precedent normal to transactions of this type and
include:
1. Completion of a legal, financial and technical due diligence
satisfactory to Ariona;
2. Ariona entering into a formal agreement with Firestone for the
provision of A$30.7 million in funding through the issue by
Firestone of secured convertible notes to Ariona (to be used to
redeem existing convertible notes and for working capital) ; and
3. Obtaining all necessary regulatory and shareholder approvals
including the approval of Firestone shareholders.
Firestone has also been informed that the transaction will include Ariona
undertaking to procure project funding for the development of the Waterberg
Joint Venture of up to US$400 million.
Shareholder Approval
There are several aspects of the transactions which will require
shareholder approval including, among other things Ariona acquiring more
than 20% of Firestone, as an exception to Ariona making a formal takeover
offer for Firestone. As updated to the Market the Company is targeting Q3
2012 as the date for a general meeting of shareholders of the Company to
approve the transactions and further updates on this meeting will be
advised to the market in due course.
The Company will commission a report from an independent expert to assess
whether the transactions are fair and reasonable for those shareholders of
the Company not participating in the transactions. The independent experts
report will accompany the notice of meeting and information memorandum to
be sent to shareholders.
Yours sincerely,
David Knox
Chief Executive Officer
www.firestoneenergy.com.au
Tel: Australia (+61 08 9287 4600)
South Africa (+27 11 706 3548)
About Sekoko Resources
Sekoko Resources (Pty) Ltd is a South African-based black-owned energy and
minerals company developing the coal, magnetite iron ore and PGMs Projects
in the Limpopo Province of South Africa. This includes a significant
exploration program and development of the Waterberg Coal Joint Venture
Project based on significant Coal Zone Resources.
About Firestone Energy
Firestone Energy Limited is an independent, Australian exploration and
development company listed on the Australian Stock Exchange Ltd (ASX) and
the Johannesburg Stock Exchange (JSE). Firestone Energy has entered into a
Joint Venture with Sekoko Resources (Pty) Ltd through which Firestone
Energy has acquired the right to 60% participation interests in the
Waterberg Coal Project located in Lephalale area, Limpopo Province, South
Africa.
The first stage of the project is to develop the Smitspan mine which has a
substantial measured thermal coal resource and to develop the Vetleegte
mine which is a substantial metallurgical coal deposit.
Firestone Energy is committed to becoming a profitable independent coal and
energy producer at its projects in South Africa, thereby making a
substantial contribution to the social and economic development of the
Lephalale area and South Africa.
Corporate Details
ASX: FSE
JSE: FSE
Issued Capital:
3,114 million ordinary shares
Major Shareholders:
Sekoko Resources (Pty) Ltd
Linc Energy Ltd
BBY Nominees Pty Ltd
Bell Potter Nominees Ltd
Directors and Officers
Non Executive Directors:
Mr Tim Tebeila (Chairman)
David Perkins (Deputy Chairman)
Dr Pius Kasolo
Ben Mphahlele
Kobus Terblanche
Officers:
Mr David Knox CEO
Mr Jerry Monzu Company Secretary
Contact:
Suite B9, 431 Roberts Road
Subiaco, Western Australia 6008
Tel: +61 (08) 9287 4600
Web: www.firestoneenergy.com.au
Johannesburg
29 June 2012
Sponsor
River Group
Date: 29/06/2012 08:52:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
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,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
