Detailed cautionary announcement
WESCOAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: WSL
DETAILED CAUTIONARY ANNOUNCEMENT
On 18 September 2018, Universal Coal Plc (“Universal Coal”), a company listed on the Australian
Securities Exchange (“ASX”) announced that a consortium of investors (the “Consortium”) led by Ata
Resources Proprietary Limited (“Ata Resources”) had submitted a conditional, non-binding indicative
offer to acquire the entire issued share capital of Universal Coal.
On Monday, 22 October 2018, Ata Resources, on behalf of the Consortium, delivered a binding,
conditional commitment (the “Binding Commitment”) to Universal Coal for the Consortium, through a
special purpose bidding company (“BidCo”), to acquire the entire issued share capital of Universal, for
a fully cash settled consideration of AUD0.35 per Universal Coal share, to be effected by means of a
scheme of arrangement pursuant to Part 26 of the United Kingdom Companies Act 2006 , and to
subsequently delist Universal (the “Proposed Transaction”). The making of a binding offer remains
subject to the negotiation and execution of a transaction implementation agreement between the
Consortium and Universal Coal.
The receipt of the Binding Commitment and further details of the Proposed Transaction, should it be
concluded, was announced by Universal Coal on Friday, 26 October 2018, and a copy of this
announcement may be accessed at Universal Coal’s website (www.universalcoal.com/media-
Wescoal is in advanced negotiations with Ata Resources to join the Consortium, by way of an equity
contribution to BidCo, and has concluded a memorandum of understanding with Ata Resources.
Wescoal’s participation in BidCo will require various approvals, including, but not limited to,
If the abovementioned negotiations are successfully concluded, evidenced by the signing of detailed
transaction agreements to this effect, they may have a material effect on the price of Wescoal’s securities.
Accordingly, Wescoal shareholders are advised to exercise caution when dealing in Wescoal’s securities
until a further announcement is made.
Wescoal shareholders are reminded that Wescoal is in a closed period, as defined by the JSE Listings
Requirements, pending the release of its interim results for the six months ended 30 September 2018
on or about 13 November 2018.
26 October 2018
Investment Bank, Corporate Advisor and Sponsor to Wescoal
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor to Wescoal
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