11th Sep 2012 12:26
11 SEPTEMBER 2012
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor its appendix constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful
COAL OF AFRICA LIMITED
(incorporated and registered in Western Australia with ACN 008 905 388)
("CoAL" or the "Company")
Results of General Meeting and Completion of Placing
On 6 August 2012, CoAL announced that 115,478,798 new ordinary shares ("Placing Shares") had been successfully placed at a placing price of 25p per share (3.25 Rand) to raise gross proceeds of $44.8 million (£28.9 million/South African Rand 375.5 million) (the "Placing"). The Placing is comprised of two tranches:
·; Tranche 1 of the Placement comprised 80,570,166 Placing Shares which commenced trading on the AIM market of the London Stock Exchange plc ("AIM") on 9 August 2012 and the Main Board of JSE Limited ("JSE") on 10 August 2012; and
·; Tranche 2 of the Placement constitutes the remaining 34,908,632 Placing 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 the General Meeting held earlier today the shareholder resolutions relating to the Placing 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 12 September 2012 and on the JSE on 13 September 2012. Application will also be made to the ASX for the quotation of the Conditional Placing Shares.
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 - Investec Subscription
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: | 404,187,935 | 99.82 | 52.76 |
Against: | 467,251 | 0.12 | 0.06 |
Abstain: | 261,466 | 0.06 | 0.03 |
Discretionary: | 17,906 | 0.00 | 0.00 |
TOTAL: | 404,934,558 | 100.00 | 52.86 |
Resolution 2: 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: | 404,067,817 | 99.79 | 52.75 |
Against: | 467,251 | 0.12 | 0.06 |
Abstain: | 381,584 | 0.09 | 0.05 |
Discretionary: | 17,906 | 0.00 | 0.00 |
TOTAL: | 404,934,558 | 100.00 | 52.86 |
Resolution 3: 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: | 404,067,817 | 99.79 | 52.75 |
Against: | 467,251 | 0.12 | 0.06 |
Abstain: | 381,584 | 0.09 | 0.05 |
Discretionary: | 17,906 | 0.00 | 0.00 |
TOTAL: | 404,934,558 | 100.00 | 52.86 |
For more information contact:
Coal of Africa | |||
John Wallington | Chief Executive Officer | +27 11 575 4363 | |
Wayne Koonin | Financial Director | +27 11 575 4363 | |
Sakhile Ndlovu | Investor Relations | +27 11 575 6858 | |
Investec London | |||
Chris Sim Neil Elliot | +44 20 7597 5970 | ||
Investec SA | +27 11 286 7000 | ||
George Nakos | |||
Robert Smith | |||
Russell & Associates Charmane Russell Jane Kamau |
+27 (0) 11 880 3924 +27 (0) 82 372 5816
| ||
Tavistock Jos Simson Emily Fenton | +44 20 7920 3150 |
www.coalofafrica.com
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
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 Deutsche Bank AG, London Branch ("Deutsche Bank"), Investec Bank plc ("Investec") and Investec Bank Limited ("Investec SA") 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.
Deutsche Bank, Investec and Investec SA are acting as Global Co-ordinators and Joint Bookrunners in connection with the Placing. Investec SA is acting as the JSE Transaction Sponsor to the Company. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Investec, is authorised and regulated by the Financial Services Authority and Investec SA is authorised by the Financial Services Board. Deutsche Bank, Investec and Investec SA are acting for the Company in connection with the Placing and no-one else and none of Deutsche Bank and Investec or Investec SA will be responsible to anyone other than the Company for providing the protections afforded to the respective clients of Deutsche Bank, Investec or Investec SA 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, Deutsche Bank, Investec or Investec SA 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, Deutsche Bank, Investec and Investec SA to inform themselves about, and to observe, such restrictions.
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 an 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.
Related Shares:
MCM.L