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Universal Coal announces non-binding conditional offer update

Coal News - Published on Wed, 10 Apr 2019

Image Source: SteelGuru
Universal Coal plc refers to its previous announcements regarding a binding, conditional commitment to make an offer (the Binding Commitment) from Ata Resources (Pty) Ltd (Ata Resources) on behalf of a consortium of investors (the Consortium), under which the Consortium, through a special purpose bidding company (Bidco), proposed to acquire the entire issued share capital of Universal, to be effected by means of a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006 (Ata Proposal).

The purpose of this announcement is to
- provide an update on discussions with Ata Resources and the Consortium in relation to the Ata Proposal: and
- acknowledge receipt of a conditional, non-binding indicative offer (NBIO) from Afrimat Limited (Afrimat), a public company incorporated in South Africa that is listed on the Johannesburg Stock Exchange.

In respect of the Ata Updated Proposal, the Updated Draft Commitment is subject to the following conditions, amongst others
- the recommendation in favour of the Updated Proposal by a majority of the Universal directors
- the execution of a transaction implementation agreement between Universal and Bidco

The Company has continued to engage with Ata and the Consortium in detailed discussions to improve, and further refine and reduce the conditionality of, the Binding Commitment and the Updated Draft Commitment, negotiate the terms and conditions of a transaction implementation agreement and determine whether the Universal board of directors (Directors) could recommend the Updated Proposal to Universal shareholders.

As at the date of this announcement, the Company has been unable to reach agreement with Ata and the Consortium on
- the terms and conditionality of the Ata Proposal as amended by the Updated Draft Commitment
- the terms and conditions of a proposed transaction implementation agreement in respect of the Updated Proposal.

In light of the receipt of the NBIO and the matters referred to above, the Directors have determined that they are not able to make a recommendation in favour of the Updated Proposal at the current time.

The Directors have decided to engage with Afrimat in respect of the NBIO, facilitate a due diligence process, better understand the deliverability of the Afrimat Proposed Transaction and consider the terms of any binding proposal.

Source :

Posted By : Rabi Wangkhem on Wed, 10 Apr 2019
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