Wescoal -combined claw-back and rights offer
10 November 2015 15:28
Wescoal shareholders (“Shareholders”) are referred to the declaration announcement released on SENS on Thursday, 5 November 2015 and in the South African press on Friday, 6 November 2015 (“Declaration Announcement”), wherein the Shareholders were advised that Wescoal intends to raise a maximum of R65 million by way of a renounceable combined claw-back and rights offer (“Combined claw-back and rights offer”). The terms of the Combined claw-back and rights offer have now been finalised and all conditions precedent to the Combined claw-back and rights offer have been fulfilled. Accordingly, the Combined claw-back and rights offer will proceed on the terms and in accordance with the timetable as set out in the Declaration Announcement, which timetable is also shown in paragraph below. Undefined terms used in this announcement have the same meaning as those in the Declaration Announcement unless otherwise defined herein.

Terms of the Combined claw-back and rights offer
In terms of the Combined claw-back and rights offer, 49 041 904 new ordinary shares of no par value will be offered to Qualifying Shareholders in the ratio of 23.78944 Combined claw-back and rights offer shares for every 100 Wescoal ordinary shares held on the record date, being Friday, 20 November 2015, at an issue price of 132 cents per Combined claw-back and rights offer share. Simeka Capital Holdings Proprietary Limited has committed to fully subscribe for a maximum of 30 303 030 new ordinary shares of no par value which shall not have been subscribed for by Qualifying Shareholders pursuant to the Combined claw-back and rights offer for a subscription consideration of R40 million payable to the Company in advance prior to the opening of the Combined claw-back and rights offer on Monday, 16 November 2015. Applications for additional Combined claw-back and rights offer shares will not be permitted.

Salient dates and times
The final salient dates and times in respect of the Combined claw-back and rights offer are set out below:2015
  • Last day to trade in Wescoal shares on the JSE in order to be entitled to participate in the Combined claw-back and rights offer on Friday, 13 November
  • Listing and trading on the JSE of the letters of allocation with the JSE Code WSLN and ISIN ZAE000210399 from the commencement of trade onMonday, 16 November
  • Wescoal shares commence trading ex-Combined claw-back and rights offer entitlement on the JSE from Monday, 16 November
  • Subscription Amount paid to Wescoal by the Subscriber in accordance with the Subscription Agreement on Monday, 16 November
  • Allotment of Claw-back shares to the Subscriber on Monday, 16 November
  • Circular, including form of instruction (where applicable), mailed to Qualifying Certificated Shareholders on Tuesday, 17 November
  • Record date in order to be entitled to participate in the Combined claw- back and rights offer on Friday, 20 November
  • Combined claw-back and rights offer opens on Monday, 23 November
  • Letters of allocation credited to an electronic account held at the transfer secretaries in respect of Qualifying Certificated Shareholders on Monday, 23 November
  • CSDP or broker accounts credited with entitlements in respect of Qualifying Dematerialised Shareholders onMonday, 23 November
  • Combined claw-back and rights offer circular mailed to Qualifying Dematerialised Shareholders (where applicable) on Tuesday, 24 November
  • Last day to trade in the letters of allocation on the JSE on Friday, 27 November
  • Listing and trading on the JSE of the Combined claw-back and rights offer shares commences at 09h00 on Monday, 30 November
  • Payment to be made, and form of instruction to be lodged, with the transfer secretaries by Qualifying Certificated Shareholders by 12h00 onFriday, 4 December
  • Combined claw-back and rights offer closes at 12h00 on Friday, 4 December
  • Record date for the letters of allocation on Friday, 4 December
  • Combined claw-back and rights offer shares issued on Monday, 7 December
  • Claw-back shares not accepted in terms of the Combined claw-back and rights offer, issued to the Subscriber onMonday, 7 November
  • CSDP or broker accounts of Qualifying Dematerialised Shareholders debited and updated with entitlements to the Combined claw-back and rights offer shares on Monday, 7 December
  • Share certificates posted to Qualifying Certificated Shareholders in respect of entitlements to the Combined claw-back and rights offer on Monday, 7 December
  • Results of the Combined claw-back and rights offer announcement released on SENS on Monday, 7 December
  • Refund to the Subscriber in terms of Claw-back shares taken up by Qualifying Shareholders on Tuesday, 8 December

Further notices
The Circular and a form of instruction in respect of a letter of allocation, where applicable, will be posted to Qualifying Certificated Shareholders on or about Tuesday, 17 November 2015. The Circular will be posted to Qualifying Dematerialised Shareholders on or about Tuesday, 24 November 2015. The Circular will also be available on the website of the Company (www.wescoal.com) from Monday, 16 November 2015.



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