DGAP-News: ICHOR Coal N.V. / Key word(s): Acquisition ICHOR Coal N.V.: IchorCoal acquires 29.99 percent stake in Universal Coal plc 02.09.2014 / 01:19
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IchorCoal acquires 29.99 percent stake in Universal Coal plc - IchorCoal to invest A$24.5 million in Universal Coal via two placements and become a cornerstone investor - Funds provided will complete the financing for Universal Coal's acquisition of the New Clydesdale Colliery and part fund the development of the combined New Clydesdale/ Roodekop complex - A general meeting of Universal Coal's shareholders to approve the Transaction is scheduled to be held shortly - Transaction results in a significant expansion of IchorCoal's attributable resource base - IchorCoal plans capital increase by way of a private placement to institutional investors to fund the investment Johannesburg/Berlin, 2 September 2014. IchorCoal NV ("IchorCoal") shareholders are referred to the announcement released by Universal Coal plc ("Universal Coal") on the Australian Securities Exchange ("ASX") earlier today regarding the proposed strategic investment by IchorCoal of A$24.5 million (Australian dollars) in Universal Coal (the "Transaction"). The board of directors of Universal Coal has accepted IchorCoal's proposal and will now ask Universal Coal's shareholders to agree to the implementation of the Transaction at a general meeting scheduled to be held shortly. "This Transaction provides IchorCoal with considerable scope to grow its existing attributable ~350 million mineable tonne resource," says Nonkululeko Nyembezi-Heita, CEO of IchorCoal. She adds: "The Transaction demonstrates IchorCoal's ability to participate in the consolidation of the South African coal industry and is a significant step forward in our goal of creating a leading mid-tier, pure-play coal producer in South Africa." Founded in 2008, Universal Coal listed on the ASX in 2010. Universal Coal focuses exclusively on the development and operation of coal mines in South Africa. Universal Coal has a number of coal assets in its portfolio, the most important being the Kangala mine, which has coal resources of just under 150 million tonnes and commenced production in March 2014. Other thermal coal assets include the Roodekop and Brakfontein projects as well as the New Clydesdale Colliery ("NCC"), pending completion of that acquisition. Universal Coal also has interests in a number of coking coal projects in the Soutpansberg and Tuli coalfields, located in the Limpopo province of South Africa. All of Universal Coal's thermal coal assets are either in the development or feasibility stages and Universal Coal's entire asset portfolio has attributable reserves and resources in excess of 1 billion tonnes. Under the terms of the Transaction, IchorCoal will pay A$24.5 million for an ultimate equity stake of 29.99% in Universal Coal. "We believe the premium we are paying for Universal Coal is appropriate given the quality of the assets and experience of the management team. The acquisition is strategically important for IchorCoal," Nyembezi-Heita went on to say. "The injection of fresh capital will enable Universal Coal to develop the New Clydesdale/Roodekop complex, resulting in a significant increase in production and revenues." Universal Coal's CEO, Tony Weber comments: "Despite tough market conditions for coal and raising capital, IchorCoal's investment highlights the quality and tremendous growth potential of our assets. We are pleased to have IchorCoal as a cornerstone investor, especially given their experience and expertise within the South African and international coal markets." The funds raised will complete the financing for Universal Coal's acquisition of NCC from Exxaro Coal Mpumalanga (Pty) Ltd, part-fund the development of the Roodekop project in conjunction with NCC and, in respect of any balance, fund general working capital requirements and implement further acquisition opportunities as they arise. Together with the Kangala operation, the development of the NCC/Roodekop complex is expected to significantly elevate Universal Coal's production in the short term. The recently announced increase in processing capacity at Kangala, together with the granting of the mining right at the nearby Brakfontein project, presents a further short-term production and value growth opportunity. Following completion of the Transaction, IchorCoal will hold 80,440,000 ordinary shares and 71,220,000 non-voting, non-cumulative convertible preferred shares in Universal Coal and IchorCoal will be granted warrants to subscribe for 71,220,000 ordinary shares in Universal Coal at a strike price of A$0.36 per share. On completion, IchorCoal will own an 18.5% interest in the enlarged issued ordinary share capital of Universal Coal. Conversion of the preferred shares into ordinary shares, which IchorCoal intends to do in due course, will increase IchorCoal's shareholding to 29.99% in the enlarged issued ordinary share capital of Universal Coal assuming no other changes occur in the capital structure of Universal Coal. Subject to the Transaction receiving approval from Universal Coal's shareholders, IchorCoal will fund the investment in cash through the issue of approximately 5.4 million new IchorCoal shares with a nominal value of EUR0.10 (representing approximately 8.7% of IchorCoal's existing issued ordinary share capital). The aggregate gross proceeds of EUR25 million have been pre-placed to Sapinda Invest S.à.r.l., a Luxembourg based private limited company. The new shares will qualify for dividends with effect from 1 January 2014. The final number of shares to be issued and the issue price will be fixed by IchorCoal's management board in accordance with the authorisation obtained from shareholders at the extraordinary general meeting on 27 March 2014. The Management Board Advisers Macquarie First South Capital is acting as financial adviser to IchorCoal in relation to the Transaction. King & Spalding is providing United Kingdom legal advice, Minter Ellison is providing Australian legal advice and Werksmans Incorporated is providing South African legal advice to IchorCoal in relation to the Transaction About IchorCoal N.V. IchorCoal N.V. is an internationally operating mineral resource company specialising in investments in coal production. The company also operates its own coal assets and sells the produced coal on local and international markets. It currently holds substantial equity positions in several South African mining companies. IchorCoal is headed by its CEO Nonkululeko Nyembezi-Heita, COO Andries Engelbrecht and CFO Sebastian Giese. Forward-looking statements This news release includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning estimates of expected mining and associated costs, statements relating to estimates of, and increases in, production, cash flows and values and other statements which are not historical facts. When used in this document, words such as "could," "plan," "estimate", "expect", "intend", "may", "potential", "should" and similar expressions are forward-looking statements. Although IchorCoal believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the possibility that the Company's projects will experience technological and mechanical problems, that geological conditions in the reservoir may not result in commercial levels, that changes in product prices can have a material impact and that IchorCoal fails to raise sufficient capital to adequately fund its activities. Contact: Ichor Coal N.V. 30 Jellicoe Avenue, Rosebank 2196 South Africa Branch Office An der Wuhlheide 232, 12459 Berlin Tel.: +49 30 65 66 81 60 Fax: +49 30 65 66 81 15 info@ichorcoal.com www.ichorcoal.com Thomas Luber NewMark Finanzkommunikation Zum Laurenburger Hof 76, 60594 Frankfurt Tel.: +49 69 94418069 Mobile: +49 171 8311216 Thomas.luber@newmark.de
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02.09.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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285073 02.09.2014
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IchorCoal acquires 29.99 percent stake in Universal Coal plc - IchorCoal to invest A$24.5 million in Universal Coal via two placements and become a cornerstone investor - Funds provided will complete the financing for Universal Coal's acquisition of the New Clydesdale Colliery and part fund the development of the combined New Clydesdale/ Roodekop complex - A general meeting of Universal Coal's shareholders to approve the Transaction is scheduled to be held shortly - Transaction results in a significant expansion of IchorCoal's attributable resource base - IchorCoal plans capital increase by way of a private placement to institutional investors to fund the investment Johannesburg/Berlin, 2 September 2014. IchorCoal NV ("IchorCoal") shareholders are referred to the announcement released by Universal Coal plc ("Universal Coal") on the Australian Securities Exchange ("ASX") earlier today regarding the proposed strategic investment by IchorCoal of A$24.5 million (Australian dollars) in Universal Coal (the "Transaction"). The board of directors of Universal Coal has accepted IchorCoal's proposal and will now ask Universal Coal's shareholders to agree to the implementation of the Transaction at a general meeting scheduled to be held shortly. "This Transaction provides IchorCoal with considerable scope to grow its existing attributable ~350 million mineable tonne resource," says Nonkululeko Nyembezi-Heita, CEO of IchorCoal. She adds: "The Transaction demonstrates IchorCoal's ability to participate in the consolidation of the South African coal industry and is a significant step forward in our goal of creating a leading mid-tier, pure-play coal producer in South Africa." Founded in 2008, Universal Coal listed on the ASX in 2010. Universal Coal focuses exclusively on the development and operation of coal mines in South Africa. Universal Coal has a number of coal assets in its portfolio, the most important being the Kangala mine, which has coal resources of just under 150 million tonnes and commenced production in March 2014. Other thermal coal assets include the Roodekop and Brakfontein projects as well as the New Clydesdale Colliery ("NCC"), pending completion of that acquisition. Universal Coal also has interests in a number of coking coal projects in the Soutpansberg and Tuli coalfields, located in the Limpopo province of South Africa. All of Universal Coal's thermal coal assets are either in the development or feasibility stages and Universal Coal's entire asset portfolio has attributable reserves and resources in excess of 1 billion tonnes. Under the terms of the Transaction, IchorCoal will pay A$24.5 million for an ultimate equity stake of 29.99% in Universal Coal. "We believe the premium we are paying for Universal Coal is appropriate given the quality of the assets and experience of the management team. The acquisition is strategically important for IchorCoal," Nyembezi-Heita went on to say. "The injection of fresh capital will enable Universal Coal to develop the New Clydesdale/Roodekop complex, resulting in a significant increase in production and revenues." Universal Coal's CEO, Tony Weber comments: "Despite tough market conditions for coal and raising capital, IchorCoal's investment highlights the quality and tremendous growth potential of our assets. We are pleased to have IchorCoal as a cornerstone investor, especially given their experience and expertise within the South African and international coal markets." The funds raised will complete the financing for Universal Coal's acquisition of NCC from Exxaro Coal Mpumalanga (Pty) Ltd, part-fund the development of the Roodekop project in conjunction with NCC and, in respect of any balance, fund general working capital requirements and implement further acquisition opportunities as they arise. Together with the Kangala operation, the development of the NCC/Roodekop complex is expected to significantly elevate Universal Coal's production in the short term. The recently announced increase in processing capacity at Kangala, together with the granting of the mining right at the nearby Brakfontein project, presents a further short-term production and value growth opportunity. Following completion of the Transaction, IchorCoal will hold 80,440,000 ordinary shares and 71,220,000 non-voting, non-cumulative convertible preferred shares in Universal Coal and IchorCoal will be granted warrants to subscribe for 71,220,000 ordinary shares in Universal Coal at a strike price of A$0.36 per share. On completion, IchorCoal will own an 18.5% interest in the enlarged issued ordinary share capital of Universal Coal. Conversion of the preferred shares into ordinary shares, which IchorCoal intends to do in due course, will increase IchorCoal's shareholding to 29.99% in the enlarged issued ordinary share capital of Universal Coal assuming no other changes occur in the capital structure of Universal Coal. Subject to the Transaction receiving approval from Universal Coal's shareholders, IchorCoal will fund the investment in cash through the issue of approximately 5.4 million new IchorCoal shares with a nominal value of EUR0.10 (representing approximately 8.7% of IchorCoal's existing issued ordinary share capital). The aggregate gross proceeds of EUR25 million have been pre-placed to Sapinda Invest S.à.r.l., a Luxembourg based private limited company. The new shares will qualify for dividends with effect from 1 January 2014. The final number of shares to be issued and the issue price will be fixed by IchorCoal's management board in accordance with the authorisation obtained from shareholders at the extraordinary general meeting on 27 March 2014. The Management Board Advisers Macquarie First South Capital is acting as financial adviser to IchorCoal in relation to the Transaction. King & Spalding is providing United Kingdom legal advice, Minter Ellison is providing Australian legal advice and Werksmans Incorporated is providing South African legal advice to IchorCoal in relation to the Transaction About IchorCoal N.V. IchorCoal N.V. is an internationally operating mineral resource company specialising in investments in coal production. The company also operates its own coal assets and sells the produced coal on local and international markets. It currently holds substantial equity positions in several South African mining companies. IchorCoal is headed by its CEO Nonkululeko Nyembezi-Heita, COO Andries Engelbrecht and CFO Sebastian Giese. Forward-looking statements This news release includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning estimates of expected mining and associated costs, statements relating to estimates of, and increases in, production, cash flows and values and other statements which are not historical facts. When used in this document, words such as "could," "plan," "estimate", "expect", "intend", "may", "potential", "should" and similar expressions are forward-looking statements. Although IchorCoal believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the possibility that the Company's projects will experience technological and mechanical problems, that geological conditions in the reservoir may not result in commercial levels, that changes in product prices can have a material impact and that IchorCoal fails to raise sufficient capital to adequately fund its activities. Contact: Ichor Coal N.V. 30 Jellicoe Avenue, Rosebank 2196 South Africa Branch Office An der Wuhlheide 232, 12459 Berlin Tel.: +49 30 65 66 81 60 Fax: +49 30 65 66 81 15 info@ichorcoal.com www.ichorcoal.com Thomas Luber NewMark Finanzkommunikation Zum Laurenburger Hof 76, 60594 Frankfurt Tel.: +49 69 94418069 Mobile: +49 171 8311216 Thomas.luber@newmark.de
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02.09.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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285073 02.09.2014
