OPT
OPT - Optimum Coal Holdings Limited - Proposed delisting of Optimum from the
exchange operated by the JSE; adoption of a proposed new memorandum of
incorporation for optimum, which will result in the conversion of Optimum
from a public company to a private company; and extension of mandatory offer
period
Optimum Coal Holdings Limited
(Registration No. 2006/007799/06)
Share Code: OPT
ISIN Code: ZAE000144663
("Optimum" or the "Company")
Piruto B.V.
(incorporated in the Netherlands)
(Registration No. 1610663)
("Glencore")
Lexshell 849 Investments (Proprietary) Limited
(Registration No. 2010/023373/07)
("Lexshell")
PROPOSED DELISTING OF OPTIMUM FROM THE EXCHANGE OPERATED BY THE JSE;
ADOPTION OF A PROPOSED NEW MEMORANDUM OF INCORPORATION FOR OPTIMUM, WHICH
WILL RESULT IN THE CONVERSION OF OPTIMUM FROM A PUBLIC COMPANY TO A PRIVATE
COMPANY; AND EXTENSION OF MANDATORY OFFER PERIOD
1. INTRODUCTION
1.1 Shareholders are referred to the salient dates announcement released on
SENS and published in the press on 2 May 2012 in respect of the
mandatory offer (such offer, "the Mandatory Offer") by a consortium
("the Consortium") comprising of Glencore and Lexshell, for the
remaining shares in the issued share capital of Optimum for a cash
consideration of R38 per Optimum share. In this announcement,
shareholders were advised that the board of directors of Optimum ("the
Board") and the Consortium had determined that, following the
implementation of the Mandatory Offer, it would no longer be in the
best interests of Optimum shareholders for the listing of the Optimum
shares on the exchange operated by the JSE Limited ("the JSE") to be
maintained for, inter alia, the following reasons:
1.1.1 the proportion of Optimum shares held by the Consortium, directly
and indirectly, relative to the minority shareholders, and the
likely trading liquidity of the Optimum shares on the exchange
operated by the JSE; and
1.1.2 the limited number of Optimum shares that will be held by members
of the public.
1.2 A delisting circular has, today, 15 May 2012, been dispatched to
shareholders containing the rationale for, and details of, the proposed
termination of the listing of the Optimum shares from the exchange
operated by the JSE (such termination of listing, "the Delisting"), as
well as the adoption of a proposed new memorandum of incorporation for
Optimum ("the New MOI") in substitution for its existing memorandum of
incorporation ("the Existing MOI").
1.3 The circular contains a notice of general meeting of Optimum
shareholders that will be convened for the purposes of considering and
passing the resolutions required to give effect to the matters referred
to above (such meeting, "the General Meeting"). Shareholders are
advised that the General Meeting will be held at 10:00 on Tuesday, 12
June 2012 at the registered office of Optimum 36 Fricker Road, Illovo,
2193.
2. DELISTING OF OPTIMUM AND EXTENSION OF MANDATORY OFFER PERIOD
2.1 If the Delisting is implemented, Optimum shares will be delisted from,
and no longer be traded on, the exchange operated by the JSE.
Shareholders are advised that all settlements of unlisted Optimum
shares held in dematerialised or uncertificated form will occur in the
Strate dematerialised environment. All settlements through Strate
Limited are in Rand, and the same custody and settlement rules and
procedures in place for the listed environment will continue to apply
in the unlisted environment.
2.2 The JSE has issued a ruling stating, among other things, that the
Mandatory Offer will constitute an offer for the purposes of paragraph
1.14(c) of the JSE Listings Requirements, on the basis that the
Mandatory Offer remains open for acceptance by Optimum shareholders for
at least 7 days after the date of the General Meeting. Shareholders
are advised that the offer period was intended to close on Friday, 15
June 2012. However, as the General Meeting is now scheduled for
Tuesday, 12 June 2012, the Consortium hereby extends the closing date
for the Mandatory Offer from Friday, 15 June 2012 to Friday, 22 June
2012 in accordance with regulation 103(1) of the Takeover Regulations.
This will ensure, in line with the JSE's requirements, that Optimum
shareholders will have at least 7 days to accept the Mandatory Offer
after the outcome of the vote on the Delisting resolution is announced
on SENS. The new salient dates and times for the Mandatory Offer are
set out in paragraph 4.1 below.
3. ADOPTION OF NEW MOI AND CONSEQUENT CONVERSION FROM PUBLIC COMPANY TO
PRIVATE COMPANY
3.1 The Consortium has, in consultation with the Board, determined that,
should the Delisting be approved by Optimum shareholders, the Existing
MOI, which was prepared and adopted to meet the requirements of a
publiclytraded company listed on the exchange operated by the JSE, will
not meet the needs of Optimum as a private company controlled by the
Consortium.
3.2 Shareholders are advised that the adoption of the New MOI will result
in the conversion of Optimum from a public company to a private
company, which will mean that shareholders will not be able to trade
their Optimum shares freely and will require the consent of the Board
in order to dispose of their Optimum shares.
4. SALIENT DATES AND TIMES
4.1 The salient dates and times relating to the Delisting are as follows:
2012
Opening Date for the Mandatory Offer Thursday, 26 April
Record Date for the posting of the Delisting Friday, 4 May
circular
Posting of the Delisting circular to Optimum Tuesday, 15 May
shareholders
Last Day to Trade in Optimum shares to be Friday, 25 May
registered on the Record Date for the General
Meeting
Record Date for the General Meeting Friday, 1 June
Forms of proxy for the General Meeting to be Monday, 11 June
received by 10:00
General Meeting of Optimum shareholders to be held Tuesday, 12 June
at 10:00
Revised Last Day to Trade in order to be Friday, 15 June
registered on the Closing Date of the Mandatory
Offer
Revised Closing Date of Mandatory Offer at 12:001 Friday, 22 June
Record Date for the Mandatory Offer Friday, 22 June
Finalisation announcement in respect of the Friday, 22 June
Delisting released on SENS
Results of the Mandatory Offer released on SENS Monday, 25 June
Finalisation announcement in respect of the Monday, 25 June
Delisting published in the press
Results of the Mandatory Offer published in the Tuesday, 26 June
press
Last Day to Trade in order to be registered on the Friday, 29 June
Record Date for the Delisting
Suspension of listing of Optimum shares on the Monday, 2 July
exchange operated by the JSE
Record Date for the Delisting Friday, 6 July
Expected termination of listing of Optimum shares Monday, 9 July
on the exchange operated by the JSE at the
commencement of trade on or about
4.2 Dematerialised Optimum shareholders who accept the Mandatory Offer will
have their accounts at their CSDP or broker updated by no later than
the sixth business day after the date on which the dematerialised
Optimum shareholder's acceptance of the Mandatory Offer is notified to
the transfer secretaries, Computershare Investor Services (Pty) Ltd
("Computershare").
4.3 Certificated Optimum shareholders who accept the Mandatory Offer will
have the offer consideration posted to them or transferred to them by
way of electronic funds transfer within six business days of the date
on which their documents of title and forms of acceptance, surrender
and transfer are received by the transfer secretaries, Computershare.
Notes:
1. The abovementioned dates and times are South African dates and
times. All references to days are to business days.
2. Optimum shares may not be dematerialised or rematerialised from
the business day following the Last Day to Trade for the
Delisting, Friday, 29 June 2012, until the Record Date for the
Delisting, Friday, 6 July 2012, both days inclusive.
3. The above dates and times are subject to amendment by the
Consortium and/or Optimum. Any such amendments will be released
on SENS.
Johannesburg
15 May 2012
Sponsor to Optimum
Rand Merchant Bank (a division of First Rand Bank Limited)
Legal Adviser to Optimum
Webber Wentzel
Legal Adviser to Glencore
Werksmans Incorporated
Legal Adviser to Lexshell
Edward Nathan Sonnenbergs Incorporated
Date: 15/05/2012 15:27:01 Produced by the JSE SENS Department.
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