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3112534_087.doc
REGISTERED IN ENGLAND – NO. 4482856
ARBN 143 750 038
This Notice of Meeting should be read in its entirety. If you are in doubt about the contents of this document
or about the action you should take you should consult immediately your stockbroker, solicitor, accountant or
other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in Universal Coal plc (the “Company”), please send this
document, together with the accompanying form of proxy, to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser
or transferee.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary on 020 7264 4365. For CDI enquiries please contact Emma Lawler on +61 2 8280 7355.
Notice of General Meeting
For the General Meeting to be held on
TIME: 12.00pm (GMT)
DATE: 6 October 2014
PLACE: SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG
If you are unable to attend the General Meeting, please complete the form of proxy (or if you are a CDI
holder, the CDI Voting Instruction Form) and return it in accordance with the set of instructions set out on
that form.
For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com
to submit your voting intentions.
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Mr John Hopkins (Non Executive Chairman)
Mr Anton Weber (Executive Director, Chief Executive Officer)
Mr Shammy Luvhengo (Executive Director)
Mr Hendrik Bonsma (Non Executive Director)
Mr Carlo Baravalle (Non Executive Director)
Mr David Twist (Non Executive Director)
One America Square
Crosswall
London
EC3N 2SG
United Kingdom
19 September 2014
Dear Shareholder,
Your Directors have called the General Meeting of Shareholders for 6 October 2014 relating to Universal Coal plc (the
Company).
Please find within this information package all of the documentation relating to the Notice of Meeting, including details of the
resolutions requiring your vote, as well as voting information. Your vote is important and I strongly encourage you to take
the time to participate in this meeting. Unless otherwise defined, capitalised terms in this letter have the same meaning as
given in the Glossary to the Explanatory Statement that accompanies the Notice of Meeting.
The Resolutions relate to the subscription agreement (Subscription Agreement) between the Company and Ichor Coal
N.V. (Ichor) and to the subscription letter agreement (Subscription Letter Agreement) between the Company and Coal
Development Holding B.V. (CDH), each as announced on 2 September 2014.
The funds are being raised to, amongst other things, provide funding for the settlement of the amounts owing under the sale
agreement for the New Clydesdale Colliery in South Africa (NCC) from Exxaro Coal Mpumalanga (Pty) Ltd (Exxaro). The
funds will also be applied towards the development costs of the complex comprising the NCC and contiguous Roodekop
project in Witbank Coalfied South Africa and, in respect of any balance, the general working capital requirements of the
Company.
Completion of the Subscription Agreement and the Subscription Letter Agreement (amongst other things) are conditional on
Shareholders approving each of the Resolutions at the Meeting.
In summary, the Resolutions being put to Shareholders at the Meeting (each of which is interdependent) are:
Resolution 1: Approval to amend the Company’s Articles of Association (Articles) to create a new class of Preferred
Shares (to be passed as a special resolution). The amendment to the Company’s Articles is required to
create a new class of Preferred Shares, being one of the securities that will be issued to Ichor pursuant to
the Subscription Agreement if all of the Resolutions are passed.
Resolution 2: Approvals required under the ASX Listing Rules for the issue of the Ordinary Shares (and related CDIs),
Preferred Shares and Warrants to Ichor (to be passed as an ordinary resolution), together with Ordinary
Shares (and related CDIs) issued on conversion or exercise (as applicable) of those Preferred Shares and
Warrants. These are the securities that will be issued to Ichor pursuant to the Subscription Agreement
and Warrant Instrument (as applicable) if all of the Resolutions are passed.
Resolution 3: Approval required under the ASX Listing Rules for the issue of Ordinary Shares to CDH (to be passed as
an ordinary resolution). These are securities that will be issued to CDH pursuant to the Subscription Letter
Agreement if all of the Resolutions are passed.
Each of the Resolutions must be passed in order that the Company take the benefit of:
A$24,483,400 of funding support from Ichor in the short term;
the potential for further funding support from Ichor of A$25,639,200, subject to the terms of the Warrants; and
A$1,000,000 of additional funding support from CDH.
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Relevantly, if one or more of the Resolutions are not approved, then none of the Resolutions will be approved, and the
Company will need to seek alternative means of funding the acquisitions and projects referred to above.
For this reason, the Board recommends Shareholders vote in favour of all of the Resolutions, with Carlo Baravalle
and David Twist (Directors representing CDH) abstaining in respect of Resolution 3.
Details relating to the Resolutions are set out in the enclosed documents. Shareholders should read these documents
carefully and in their entirety in deciding how to vote on the Resolutions.
Yours faithfully
MR JOHN HOPKINS
Non Executive Chairman
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Contents
Notice of General Meeting (setting out the proposed Resolutions)
4
Explanatory Statement (explaining the proposed Resolutions)
7
Time and Place of Meeting and How to Vote
Venue
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12.00 pm (GMT) on
6 October 2014 at:
The offices of SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG.
Your vote is important
The business of the General Meeting affects your shareholding and your vote is important.
Shareholders are requested to complete and return the enclosed Proxy Form to the Company at Computershare Investor
Services PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZZ by no later than 12.00pm (GMT) on 2 October 2014,
whether or not they propose to be present at the General Meeting.
For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting
intentions.
The completion and return of a Proxy Form will not prevent you from attending the General Meeting and voting in
person should you subsequently wish to do so.
Voting by CDI Holders
Holders of CHESS Depositary Interests (CDI) are invited to attend but are not entitled to vote personally at the General
Meeting. Chess Depositary Nominees Pty Ltd (CDN) holds legal title in the Company's Ordinary Shares for and on
behalf of CDI holders. As the holders of beneficial interest in the Company's shares that are held by CDN, CDI holders
should direct CDN on how to vote with respect to the Resolutions described in the Notice of Meeting. CDN must exercise its
rights to vote by proxy at the General Meeting in accordance with the directions of CDI holders.
CDI Holders are requested to complete and return the enclosed CDI Instruction Form to the Company at Computershare
Investor Services Pty Limited as detailed on the enclosed CDI Instruction Form by no later than 12.00pm (WST) on
1 October 2014.
Voting in Person
To vote in person a Shareholder should attend the General Meeting on the date, time and at the place set out above.
Voting by Proxy
To vote by proxy a Shareholder should please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Notice of General Meeting
Notice is given that the General Meeting of Shareholders will be held at 12.00 pm (GMT) on 6 October 2014 at the offices of
SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG.
The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The
Explanatory Statement, the Proxy Form and CDI Instruction Form are part of this Notice of Meeting.
Resolution 1 is proposed as special resolution. Resolutions 2 and 3 are proposed as ordinary resolutions.
The Directors consider that the proposed Resolutions are in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Directors (other than Carlo Baravalle and David Twist, being Directors representing Coal
Development Holding B.V., who abstain in respect of Resolution 3) unanimously recommend that you vote in favour of the
Resolutions being proposed at the Meeting, as they intend to do, or procure to be done, in respect of their own and their
connected persons’ beneficial holding (other than where they are excluded from, or have abstained from voting as noted in
this Notice of Meeting and the accompanying Explanatory Statement).
Capitalised terms used in this Notice of Meeting will, unless otherwise indicated, have the meaning set out in the Glossary to
the Explanatory Statement.
Agenda
Resolution 1: Amending the Articles of Association to create a new class of Preferred Shares
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted under English law), the following
Resolution as a special resolution:
"That, subject to the passing of Resolutions 2 and 3, Shareholders approve:
(a) the creation of a new class of preferred share as described in the Explanatory Statement accompanying this
Notice of Meeting; and
(b) for this purpose, amending the Articles of Association of the Company in the form tabled at the Meeting and
initialled by the Chairman for the purposes of identification, which shall incorporate the amendments detailed
in the Explanatory Statement accompanying this Notice of Meeting."
Resolution 2: Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted under English law), the following
Resolution as an ordinary resolution:
"That, subject to the passing of Resolutions 1 and 3, for the purpose of ASX Listing Rule 7.1 and for all other
purposes, Shareholders approve the issue of:
(a) 80,440,000 Ordinary Shares (and related CDIs);
(b) 71,220,000 Preferred Shares; and
(c) 71,220,000 Warrants,
together with the Ordinary Shares (and related CDIs) that are to be issued on conversion of the Preferred Shares and
on the exercise of the Warrants, to Ichor Coal N.V. on the terms and conditions of the Subscription Agreement and
Warrant Instrument, as summarised in the Explanatory Statement accompanying this Notice of Meeting."
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 2 by:
(a) Ichor Coal N.V. (and any associates of Ichor Coal N.V.); and
(b) any person who might obtain a benefit in connection with the proposed issue (and any associates of such persons).
However, the Company need not disregard a vote if:
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(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy
form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the proxy form to vote as the proxy decides.
Resolution 3: Issue of Ordinary Shares to Coal Development Holding B.V.
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted under English law), the following
Resolution as an ordinary resolution:
"That, subject to the passing of Resolutions 1 and 2, for the purpose of ASX Listing Rule 10.11 and for all other
purposes, Shareholders approve the issue of 6,250,000 Ordinary Shares (and related CDIs) to Coal Development
Holding B.V. on the terms and in the manner set out in the Explanatory Statement accompanying this Notice."
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 3 by:
(a) Coal Development Holding B.V. (and any associates of Coal Development Holding B.V.); and
(b) any person who might obtain a benefit in connection with the proposed issue (and any associates of such persons).
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy
form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the proxy form to vote as the proxy decides.
Important Note: At the annual general meeting of the Company on 3 May 2011, the Shareholders approved resolutions 9
and 10, giving the authority to the Directors to, in summary: (i) generally and unconditionally under section 551 of the
Companies Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in
the Company to such persons at such time and on such terms as the Directors think proper up to an aggregate nominal
amount of £50 million for a period of 5 years (unless revoked or varied by special resolution of the Company or until the date
of cessation of the Company’s listing on ASX, if earlier); and (ii) under section 570 of the Companies Act, allot equity
securities (as defined in section 560 of the Companies Act) pursuant to the authority granted under (i) above for cash as if
section 561(1) of the Companies Act did not apply. The Directors have the authority to issue the Equity Securities referred
to in Resolutions 2 and 3 in accordance with those authorities granted to the Directors under those resolutions passed at
the annual general meeting of the Company on 3 May 2011.
DATED: 19 September 2014
By Order of the Board
BEN HARBER
Company Secretary
One America Square, Crosswall, London EC3N 2SG
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Notes
Shareholders are advised that:
(a) As a Shareholder in the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the General Meeting of the Company. A proxy need not be a member of the Company.
(b) In the case of joint holders, the vote of the person first named in the register of members tendering a vote will be
accepted to the exclusion of the votes of the other joint holders.
(c) In the case of a corporation, the Proxy Form must be expressed to be executed by the corporation and must be
executed under its common seal, or signed on its behalf by a duly authorised attorney or duly authorised officer of the
corporation.
(d) To be valid, the Proxy Form and any power of attorney or other authority under which it is signed or a Notarial
certified copy of such power or authority must be deposited with the Company at Computershare Investor Services
PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZZ by no later than 12.00 pm (GMT) on 2 October 2014.
(e) The completion and return of a Proxy Form will not affect the right of a member to attend, speak and vote in person at
the General Meeting convened by this notice.
(f) You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share.
(g) To direct your proxy on how to vote on the Resolution(s) mark the appropriate box on the Proxy Form with an “X”. To
abstain from voting on a Resolution, select the relevant “withheld” box. A vote withheld is not a vote in law, which
means that the vote will not be counted in the calculation of votes for or against a Resolution. If no voting indication
is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
(h) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 (UK), members will be entitled to attend
and vote at the meeting if they are registered on the Company’s register of members 48 hours before the time
appointed for the meeting or any adjournment thereof. Changes to the register of members after the relevant
deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
(i) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its
behalf all of its powers as a member provided that they do not do so in relation to the same shares.
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Explanatory Statement
Introduction
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be
conducted at the General Meeting to be held at 12.00 pm (GMT) on 6 October 2014 at the offices of SGH Martineau LLP,
Fifth Floor, One America Square, Crosswall, London EC3N 2SG.
This Explanatory Memorandum forms part of, and should be read in conjunction with, the Notice of Meeting.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be important to
Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting, including for the purposes of the
ASX Listing Rules.
Background
On 2 September 2014, the Company announced that it had secured a funding package with Ichor and CDH.
The funding package has been sought to assist (amongst other things)
(a) the settlement of part or all of any of the amounts owing under the sale agreement for NCC;
(b) contribution towards the development costs of the complex comprising the NCC and contiguous Roodekop project in
Witbank Coalfied South Africa; and
(c) in respect of any balance, the general working capital requirements of the Company.
Combining NCC with the Company’s existing, adjoining Roodekop project (NCC-Roodekop) will enable the Company to fast
track the development of NCC. The Company intends to redevelop the NCC operation in conjunction with Roodekop to
deliver significant coal production assets and facilities. For further information regarding the acquisition of NCC and the
proposed NCC-Roodekop project, please refer to the Company’s announcement lodged with ASX on 2 September 2014,
which is available at http://www.asx.com.au/asxpdf/20140902/pdf/42ry76lq4xfd8v.pdf).
The funding package is reflected in:
(a) the Subscription Agreement, by which the Company will issue:
(i) 80,440,000 Ordinary Shares at A$0.145 per Ordinary Share for a total subscription price of A$11,663,800 and
shall cause the issue of corresponding CDIs (on a one for one basis); and
(ii) 71,220,000 Preferred Shares at A$0.18 per Preferred Share for a total subscription price of A$12,819,600.
Subject to their terms (which are summarised in Annexure B to this Explanatory Statement) the Preferred
Shares are convertible into Ordinary Shares (on a one for one basis);
(b) the Warrant Instrument, by which the Company will grant to Ichor 71,220,000 Warrants for nil consideration. Subject
to certain conditions (which are summarised in Annexure C to this Explanatory Statement) the Warrants are
convertible into Ordinary Shares (on a one for one basis) at a subscription price of A$0.36. As such, the total
subscription price if all of the Warrants were exercised is A$25,639,200; and
(c) the Subscription Letter Agreement, by which CDH will subscribe for 6,250,000 Ordinary Shares at A$0.16 per
Ordinary Share for total consideration of A$1,000,000.
Consistent with previous practice, the Ordinary Shares to be issued by the Company will occur via the issue of a
corresponding number of CDIs. An explanation of the relationship between Ordinary Shares and CDIs is set out below.
It is a condition precedent to the Subscription Agreement and the Subscription Letter Agreement, and the execution of the
Warrant Instrument (amongst other terms and conditions), that the Company obtain the approval of Shareholders before 31
December 2014 for the:
(a) amendment of the Articles to create a new class of shares, being Preferred Shares;
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(b) issue of the Ordinary Shares, Preferred Shares and Warrants (and the issue of Ordinary Shares (and resulting CDIs)
on conversion of the Preferred Shares and exercise of the Warrants) pursuant to the Subscription Agreement and the
Warrant Instrument; and
(c) issue of the Ordinary Shares to CDH pursuant to the Subscription Letter Agreement,
each as described in this Explanatory Statement.
Relevantly, each Resolution is interdependent. This means that if one or more of the Resolutions are not approved, then
none are approved. If this occurs, then the proposed funding of the Company by Ichor and CDH detailed in this Explanatory
Statement will not proceed and the Company will need to seek alternative means of funding the projects referred to above.
Key terms of the Subscription Agreement, the Warrant Instrument and the Subscription Letter Agreement
Key terms of the Subscription Agreement are:
(a) the Company will, subject to Shareholder approval, amend the Articles in the way described under the explanation to
Resolution 1 (below);
(b) Ichor will subscribe for and, subject to Shareholder approval, the Company will issue to Ichor the Ordinary Shares
and the Preferred Shares as described under the explanation to Resolution 2 (below);
(c) at Completion, the Company will execute the Warrant Instrument and grant Ichor the Warrants described under the
explanation to Resolution 2 (below);
(d) the Ordinary Shares and Preferred Shares that are to be issued to Ichor under the Subscription Agreement, and
any Ordinary Shares that are issued to Ichor pursuant to an exercise of the Warrants or conversion of the Preferred
Shares, will be subject to voluntary escrow for a period of 6 months following Completion, such that Ichor will not be
able to dispose of such Equity Securities, except in the case of certain exceptional events, including the acceptance
of (or undertaking to accept) any general offer for the entire issued share capital of the Company to the extent that
such offer becomes or has been declared unconditional or has been recommended by the Board, taking up or
disposing of any rights granted in respect of a rights issue or any other pre-emptive share offering by the Company,
certain reductions in capital and the occurrence of an insolvency event;
(e) for as long as the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total number of
Ordinary Shares on issue is between 10% and 20%, Ichor will be entitled to nominate one non-executive director to
the Board. For as long as the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total
number of Ordinary Shares on issue is equal to or above 20%, Ichor will be entitled to nominate two non-executive
directors to the Board. Under the Subscription Agreement, Ichor is entitled to and has nominated Andries
Engelbrecht and Nonkululeko Nyembezi-Heita to be its appointed non-executive directors from Completion;
(f) CDH must, in accordance with the terms of the CDH Loan Note Instrument, exercise its right to convert all of the
outstanding CDH Loan Notes into Ordinary Shares. On conversion of the CDH Loan Notes, which is conditional on
Completion occurring, the Company will issue 26,000,000 Ordinary Shares to CDH;1
(g) Ichor shall be granted conditional rights to participate in the issue of new Equity Securities that are to be issued by
the Company based on the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total
number of Ordinary Shares on issue. Such rights will not extend to the exercise or conversion of existing Equity
Securities on issue as the date of the Subscription Agreement or the operation of the Company’s employee share
option scheme;
(h) Completion under the Subscription Agreement is expected to occur on the business day after the date of the Meeting;
(i) subject to certain exceptions, if the Subscription Agreement is terminated because the Resolutions have not been
approved by Shareholders before 31 December 2014, the Company will be obliged to pay to Ichor a break fee equal
to A$380,000; and
1 The issue of the CDH Loan Notes was approved by Shareholders at the Company’s general meeting held on 24 January 2014. It is
intended that the CDH Loan Notes will be converted to Ordinary Shares in the Company concurrently with the issue of Ordinary Shares, Preferred Shares and Warrants to Ichor pursuant to the Subscription Agreement; that is, at Completion.
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(j) the Subscription Agreement contains various warranties from each of Ichor and the Company that are usual for
agreements of this type.
The key term of the Warrant Instrument is that, at Completion, the Company will grant Ichor the Warrants described under
the explanation to Resolution 2 (below).
The key term of the Subscription Letter Agreement is that, subject to Shareholder approval, CDH will subscribe for and the
Company will issue to CDH 6,250,000 Ordinary Shares at Completion.
Effect of Completion on the capital structure of the Company
The effect of Completion on the capital structure of the Company is set out below:
Type of Equity Security
Equity Securities on issue as at the date of the Notice of Meeting
Equity Securities on issue immediately after Completion
Equity Securities to be issued to Ichor at Completion
Equity Securities to be issued to CDH at Completion
Ordinary Shares 321,775,447 434,465,447 80,440,000 32,250,0002
Options 46,590,043 46,590,043 Nil Nil
Warrants 19,500,000 90,720,000 71,220,0003 Nil
Convertible Loan Notes
10,250,000 7,000,000 Nil Nil
Preferred Shares Nil 71,220,000 71,220,000 Nil
Notes:
(a) Immediately after Completion:
(i) Ichor will hold 18.51%; and
(ii) CDH will hold 29.48%,
of the Ordinary Shares on issue. As a result, each existing Shareholder’s holding of Ordinary Shares will be diluted
by 25.94% on Completion.
(b) If Ichor converts all of the Preferred Shares (and there are no other changes to the issued capital of the Company in
the meantime), then the number of Ordinary Shares on issue will increase to 505,685,447. In this case:
(i) Ichor will hold 29.99%; and
(ii) CDH will hold 18.95%,
of the Ordinary Shares on issue. If Ichor converts all of the Preferred Shares (and no other Equity Securities of the
Company are issued, exercised or converted), then each existing Shareholder’s holding of Ordinary Shares will be
further diluted by an additional 14.08%.
Cap on shareholding
Under the Articles, in the event that the UK Takeover Code does not apply to it, the Board is entitled to disenfranchise a
shareholder who acquires more than 20% of the voting rights of the Company if that shareholder does not make a
mandatory offer to shareholders for the remainder of the issued share capital of the Company on terms no less favourable
(in the opinion of the Board) than they would have been obliged to offer under the UK Takeover Code (Mandatory Bid
Provisions). Article 18.1(b) of the Articles also permits the Board to resolve that, in relation to a specific person, references
to 20% shall be deemed instead to be references to 30% in the Mandatory Bid Provisions. The Board may exercise this
right where it considers, in good faith, that there exists the opportunity for a strategic relationship with the relevant person or
persons to achieve growth for the Company for the benefit of its shareholders as a whole or otherwise considers that it is in
2 The sum of 6,250,000 Ordinary Shares to be issued if Resolution 3 is approved and 26,000,000 Ordinary Shares that will be issued at
Completion in accordance with the CDH Loan Note Instrument. 3 The Warrants granted by the Company to Ichor prohibit the exercise of the Warrants if Ichor (and persons acting in concert with Ichor)
were, as a result of the exercise, to become the holder of more than 29.99% of the Ordinary Shares on issue.
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its best interests for the benefit of its shareholders as a whole and the Board must announce once it has passed such a
resolution. Accordingly, as required under Article 18.1(b)(iii) of the Articles, the Board announced on 2 September 2014 that
it had resolved, conditional upon Completion, to apply a 30% threshold to the mandatory bid provisions under Article 18.1(b)
of the Articles in respect of Ichor.
About CDIs
On issue of Ordinary Shares by the Company, CDN will (at the Company’s direction) issue CDIs to Ichor which will represent
the Ordinary Shares to be issued to Ichor on a one for one basis. The CDIs will allow Ichor to trade the Ordinary Shares on
ASX as if they were ordinary shares issued by an Australian incorporated company. For further information on CDIs, refer to
CDN’s Understanding CHESS Depositary Interests and ASX Guidance Note 5, available respectively at:
www.asx.com.au/documents/settlement/CHESS_Depositary_Interests.pdf
www.asx.com.au/documents/rules/gn05_chess_depositary_interests.pdf
About Ichor
Ichor is an internationally operating mineral resource company listed on XETRA and the Frankfurt Stock Exchange in
Germany that specialises in investments in coal production in South Africa. With a market capitalisation of approximately
A$350 million, Ichor holds substantial equity positions in several coal mining companies with attributable coal resources of
approximately 350 million mineable tonnes of coal and fully funded capacity expansion initiatives that will increase
production to 6.1Mtpa within the next 2 years. To the best of the Company’s knowledge, Ichor is not a Related Party of the
Company.
About CDH
CDH is a major shareholder of the Company. Immediately before the date of this Notice, CDH held 29.99% of the Ordinary
Shares in the Company and two of its nominee Directors sit on the Board. To the best of the Company’s knowledge, CDH is
not a Related Party of the Company.
Resolution 1: Amending the Articles of Association to create a new
class of Preferred Shares
Resolution 1 seeks Shareholder approval to:
(a) create a new class of unlisted preferred share, being the Preferred Shares; and
(b) amend the Articles to reflect the terms of the Preferred Shares and consequential amendments to the mandatory bid
provisions under Article 18.1 of the Articles.
Under section 21 of the Companies Act, the Articles can only be amended by Shareholders passing a special resolution. As
a special resolution, Resolution 1 requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in
person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative, or as may be
specified in a valid direction to CDN).
The terms of the Preferred Shares will be set out in the Articles. As such, it is proposed that the amendments set out in
Annexure A to this Explanatory Statement be made to the Articles. A full copy of the New Articles is available for inspection
at the Company’s registered office until the date of the Meeting and is available on the Company website at
http://www.universalcoal.com.
A summary of the key terms of the Preferred Shares is set out in Annexure B to this Explanatory Statement.
Directors’ recommendation
The Directors recommend that Shareholders vote in favour of Resolution 1. For
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Resolution 2: Issue of Ordinary Shares, Preferred Shares and
Warrants to Ichor Coal N.V.
Resolution 2 seeks Shareholder approval for the Company to issue:
(a) 80,440,000 Ordinary Shares;
(b) 71,220,000 Preferred Shares; and
(c) 71,220,000 Warrants,
together with Ordinary Shares issued on exercise of those Preferred Shares and Warrants to Ichor pursuant to the
Subscription Agreement.
ASX Listing Rule 7.1 requires an ASX-listed company to obtain Shareholder approval prior to the issue of Equity Securities
representing more than 15% of the issued capital of that company in any rolling 12 month period (subject to a number of
exceptions). ASX Listing Rule 7.1A allows an ASX-listed company to issue an additional 10% of issued capital if approval
has been obtained at the Annual General Meeting.4 As a result, the Company could issue all of the 80,440,000 Ordinary
Shares to Ichor without further Shareholder approval relying upon its existing capacity to issue Equity Securities under ASX
Listing Rules 7.1 and 7.1A.
However, in accordance with the requirements of the Subscription Agreement, the Company is seeking Shareholder
approval to the issue of 80,440,000 Ordinary Shares to Ichor for the purposes of ASX Listing Rule 7.1 and for all other
purposes.
If Shareholder approval is granted under Resolution 2:
(a) the issue of the Ordinary Shares, the Preferred Shares and the Warrants to Ichor, and the issue of Ordinary
Shares on the conversion of the Preferred Shares or exercise of the Warrants, will be excluded from the the
number of Equity Securities issued without shareholder approval in the calculation of the 15% limit under ASX
Listing Rule 7.1 and the 10% limit under ASX Listing Rule 7.1A thus preserving the Company’s capacity under
those Listing Rules; and
(b) all of the Preferred Shares and Warrants referred to above may be converted and exercised (as the case may be)
into Ordinary Shares without further approval from Shareholders.
However, whilst the Company’s capacity to issue further Equity Securities under ASX Listing Rules 7.1 and 7.1A is
preserved by the Shareholder approval, the Company does not presently intend to issue further Equity Securities in the short
term.
In accordance with ASX Listing Rules 7.1 and 7.3, the following information is provided to Shareholders in relation to
Resolution 2:
Ordinary Shares Preferred Shares Warrants
ASX Listing Rule 7.3.1
The maximum number of Ordinary Shares to be issued pursuant to Resolution 2 is 80,440,000 Ordinary Shares
The maximum number of Preferred Shares to be issued pursuant to Resolution 2 is 71,220,000 Preferred Shares
The maximum number of Warrants to be issued pursuant to Resolution 2 is 71,220,000 Warrants
ASX Listing Rule 7.3.2 & 7.3.7
The Ordinary Shares are to be issued to Ichor on Completion which will occur on the business day after the conditions precedent are fulfilled or such later date as the parties agree in writing, but in any event no later than one month after the date of the
The Preferred Shares are to be issued at the same time that the Ordinary Shares are issued to Ichor
The Warrants are to be issued at the same time that the Ordinary Shares are issued to Ichor
4 At the Company’s last Annual General Meeting held on 13 December 2013 the Shareholders approved, by special resolution, the
additional 10% placement facility in accordance with ASX Listing Rule 7.1A.
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Ordinary Shares Preferred Shares Warrants
Meeting
ASX Listing Rule 7.3.3
The price at which the Ordinary Shares will be issued is A$0.145 per Ordinary Share
The price at which the Preferred Shares will be issued is $0.18 per Preferred Share
The Warrants will be granted for nil consideration
ASX Listing Rule 7.3.4
The Ordinary Shares will be issued to Ichor
The Preferred Shares will be issued to Ichor
The Warrants will be granted to Ichor
ASX Listing Rule 7.3.5
The Ordinary Shares will rank equally with the existing Ordinary Shares of the Company that are currently on issue
The Preferred Shares will have the rights set out in Annexure A, the key terms of which are summarised in Annexure B
The key terms of the Warrants are summarised in Annexure C
ASX Listing Rule 7.3.6
The intended use of funds raised by the issue of Ordinary Shares is to:
1. settle any amounts owing in respect of the acquisition of projects to which the Company is committed to acquire (whether conditional or otherwise) at the date of the Subscription Agreement, including the settlement of part or all of any amounts owing under the sale agreement for the acquisition of the New Clydesdale Colliery in South Africa from Exxaro ;
2. contribution towards the development costs of the complex comprising the New Clydesdale Colliery and the contiguous Roodekop project in the Witbank Coalfield, South Africa;
3. in respect of any balance, fund general working capital requirements of the Company.
If the acquisition of NCC is not completed, the Company intends to use the funds to develop its existing assets, pay down existing debt, investigate opportunities and effect further acquisitions, and for general working capital purposes.
It is intended that the funds raised by the issue of Preferred Shares will be used in the same way as the funds raised by the issue of Ordinary Shares
The intended use of the funds raised from the exercise of the Warrants (if applicable) is:
1. for the development of current and future mining projects;
2. to investigate opportunities and effect further acquisitions; and
3. for general working capital purposes
ASX Listing Rule 7.3.8
A voting exclusion statement is set out under Resolution 2 in the Notice of Meeting
A voting exclusion statement is set out under Resolution 2 in the Notice of Meeting
A voting exclusion statement is set out under Resolution 2 in the Notice of Meeting
ASX Listing Rule 7.3.9
Not applicable Not applicable Not applicable
Directors’ recommendation
The Directors recommend that Shareholders vote in favour of Resolution 2.
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Resolution 3: Issue of Ordinary Shares to CDH
In accordance with the requirements of the Subscription Agreement, Resolution 3 seeks Shareholder approval for the
Company to issue 6,250,000 Ordinary Shares to CDH.
The Company is also seeking Shareholder approval because the issue of the Ordinary Shares to CDH which, together with
the Ordinary Shares, Preferred Shares and Warrants to be issued to Ichor, represent more than 25% of the issued share
capital of the Company.
ASX Listing Rule 10.11 requires shareholder approval for the issue of Equity Securities to a Related Party of the Company.
While CDH is not a Related Party under the ASX Listing Rules, in light of CDH’s cornerstone investment in the Company, its
position as a substantial shareholder of the Company and two Directors nominated by CDH being appointed to the Board,
the Directors consider it is in the interests of good governance to seek shareholder approval under ASX Listing Rule 10.11
for the issue to CDH of 6,250,000 Ordinary Shares.
If Shareholder approval is given to the issue of the Ordinary Shares to CDH under ASX Listing Rule 10.11, approval is not
required under ASX Listing Rule 7.1.
In accordance with ASX Listing Rules 10.11 and 10.13, the following information is provided to Shareholders in relation to
Resolution 3:
Ordinary shares
ASX Listing Rule 10.13.1
The Ordinary Shares will be issued to CDH
ASX Listing Rule 10.13.2
The number of Ordinary Shares to be issued pursuant to Resolution 3 is 6,250,000 Ordinary Shares
ASX Listing Rule 10.13.3
The Ordinary Shares are to be issued upon Completion, but in any event no later than one month after the date of the Meeting
ASX Listing Rule 10.13.4
CDH is a substantial shareholder of the Company and two of its nominee Directors sit on the Board
ASX Listing Rule 10.13.5
The issue price is A$0.16 per Ordinary Share. Subject to Shareholder approval, CDH will subscribe for and the Company will issue to CDH Ordinary Shares at Completion.
ASX Listing Rule 10.13.6
A voting exclusion statement is set out under Resolution 3 in the Notice of Meeting
ASX Listing Rule 10.13.6A
The intended use of the funds raised from the issue of the Ordinary Shares is for the development of current and future mining projects, and for general working capital purposes
Directors’ Recommendation
The Directors, with Mr Baravalle and Mr Twist (Directors representing CDH) abstaining, recommend that Shareholders vote
in favour of Resolution 3.
Enquiries
Shareholders are requested to contact Ben Harber on +44 (0) 20 7264 4366 if they have any queries in respect of the
matters set out in these documents. CDI holders should contact Emma Lawler on +61 (02) 8280 7355.
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Glossary
A$ Australian dollars, being the currency of the Commonwealth of Australia
Articles The Articles of Association of the Company
ASX ASX Limited, or the Australian Securities Exchange operated by it (as the context requires)
ASX Listing Rules The listing rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver granted by ASX
Board Board of Directors of the Company
CDH Coal Development Holding B.V.
CDH Loan Note Instrument
The convertible loan note instrument adopted by the Company on 27 January 2014 pursuant to which CDH was granted the CDH Loan Notes
CDH Loan Notes The 3,250,000 unsecured, zero interest, convertible loan notes of A$1.00 issued by the Company to CDH pursuant to the terms of the CDH Loan Note Instrument
CDI CHESS Depositary Interests
CDN Chess Depositary Nominees Pty Ltd
Company Universal Coal plc
Companies Act Companies Act 2006 (UK)
Completion means completion of the issue of Ordinary Shares, Preferred Shares and Warrants to Ichor under the Subscription Agreement
Directors The Directors of the Company
Equity Securities Has the meaning given to that term in the ASX Listing Rules
Exxaro Exxaro Coal Mpumalanga (Pty) Ltd
GMT Greenwich Mean Time
Ichor Ichor Coal N.V.
Meeting The general meeting of the Company to which the Notice of Meeting relates
NCC The New Clydesdale Colliery, which is further described in the Company’s announcement to ASX dated 3 February 2014 available at http://www.asx.com.au/asxpdf/20140204/pdf/42mj80jhzckw5x.pdf
Ndalamo Ndalamo Resources (Pty) Ltd
Notice of Meeting The notice of General Meeting of which this Explanatory Statement forms part
Ordinary Shares Ordinary shares in the share capital of the Company. All references to an issue or holding of Ordinary Shares (as the case may be) shall be taken to include the corresponding issue or holding of CDIs.
Preferred Share The unlisted, convertible preferred shares referred to in this Notice of Meeting
Related Party Has the meaning given to that term in the ASX Listing Rules
Resolution A resolution set out in the Notice of Meeting
Shareholder A registered holder of an Ordinary Share or its corresponding CDI (as applicable)
Subscription Letter Agreement
Subscription Letter Agreement dated 28 August 2014 between the Company and CDH
Subscription Agreement
Subscription Agreement dated 1 September 2014 between the Company and Ichor
Takeover Code The UK City Code on Takeovers and Mergers, as amended from time to time
Warrant The unlisted warrants referred to in this Notice of Meeting
Warrant Instrument
Warrant Instrument (which is in agreed form between Ichor and the Company) that is to be executed by the Company at Completion
WST Australian Western Standard Time
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Annexure A – Amendments to the Articles
In addition to minor typographical amendments, the following changes are proposed to be made to the Articles:
1. The following new definitions to be inserted in Article 1.2 in the alphabetical order in which they should appear:
“Conversion Rate means the number of Ordinary Shares into which each Preferred Share is convertible, which
shall be the rate of one Ordinary Share for each Preferred Share as adjusted in accordance with Article 4.2(d);”
“Fraction Holders has the meaning given in Article 4.6(d)(xi);”
“Liquidation Surplus means such cash sum as remains on a liquidation or winding up of the Company after all of
its liabilities (including costs and expenses in connection with such liquidation or winding up) have been paid or
provided for;”
“Relevant CDIs has the meaning given to that term in Article 4.6(e)(ii);”
“Relevant Ordinary Shares has the meaning given to that term in Article 4.6(e)(ii);”
“Preferred Dividend has the meaning given in Article 4.6(a)(i);”
“Preferred Shares means preferred shares of £0.05 each in the Company;”
“Subscription Price means the amount paid up on a share (including the full amount of any premium at which
such share was issued);”
2. The following new Article 4.6 to be inserted after existing Article 4.5 and existing Article 4.6 be renumbered 4.7:
“The Preferred Shares shall have the following rights and be subject to the following restrictions:
(a) Dividend rights
(i) The Preferred Shares shall confer on the holders the right to receive, in priority to the rights of the
holders of Ordinary Shares and any other class of shares in the capital of the Company to
receive any dividend or other distribution, a fixed non-cumulative preferential dividend (the
"Preferred Dividend") out of the profits of the Company available for distribution.
(ii) The Preferred Dividend is payable at the rate of 2 per cent. per annum on the Subscription Price
of the Preferred Shares.
(iii) The Preferred Dividend shall accrue on a daily basis from the date of issue of any Preferred
Shares and shall not be payable until such time as declared or paid by the Company.
(iv) No dividend may be declared or paid by the Company on the Ordinary Shares in respect of any
financial year or other period for which accounts of the Company shall be made up unless and
until either:
(A) all accruals of the Preferred Dividend in respect of that financial year or other period
have been paid to the holders of the Preferred Shares; or
(B) the holders of the Preferred Shares have consented to or sanctioned the declaration or
payment of such dividend.
(v) The Preferred Dividend shall only become a debt due from the Company to the holders of the
Preferred Shares once the Company has declared or paid the relevant Preferred Dividend.
(vi) Subject to Articles 4.6(a)(i) to (iv), the profits of the Company available for dividend and which the
Company may determine to distribute in respect of any financial year or other period for which
the accounts of the Company shall be made up shall be distributed amongst all the holders of the
Ordinary Shares and the Preferred Shares rateably as if the Preferred Shares had been
converted into Ordinary Shares at the then applicable Conversion Rate.
(vii) In this Article 4.6 the expression "non-cumulative" in relation to the Preferred Dividend means
that any such dividend, if declared or paid, is payable out of the profits of the Company available
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for distribution in respect of the financial year or other period for which accounts of the Company
shall be made up and by reference to which such dividend has accrued but without any right in
the case where no Preferred Dividend is declared or paid by the Company in respect of any
financial year or other period to receive such dividend out of the profits of the Company available
for distribution in respect of any subsequent financial year or other period in any subsequent
financial year.
(b) Liquidation Surplus
(i) On a return of assets on a winding up or liquidation of the Company the following order of priority
shall apply to payments to Members out of the Liquidation Surplus:
(A) first, in paying to the holders of Preferred Shares all declared but unpaid arrears of any
Preferred Dividend;
(B) secondly, in paying to the holders of Preferred Shares the Subscription Price of the
Preferred Shares; and
(C) thereafter any balance shall be paid to the holders of Ordinary Shares in proportion to
the number of shares held by each of them.
(ii) Save as explicitly set out in this Article 4.6, the holders of the Preferred Shares shall not be
entitled to any further right of participation in the profits or assets of the Company in respect of
their holdings in such shares.
(c) Voting rights
(i) The Preferred Shares shall be non-voting, save as described in Article 4.6(c)(ii). The holders of
the Preferred Shares shall be entitled to receive notice of and to attend general meetings of the
Company but shall not be able to vote on any resolution proposed at a general meeting, save as
described in Article 4.6(c)(ii).
(ii) The holders of Preferred Shares may only vote on a resolution proposed at a general meeting of
the Company if such resolution considers:
(A) any matter whilst the Preferred Dividend has become payable and is in arrears
pursuant to Article 4.6(a)(iii);
(B) a proposal to reduce the share capital of the Company;
(C) a proposal to approve the terms of a buy-back of the Company's share capital;
(D) a proposal to modify, affect, vary, extend or surrender any of the rights or privileges
attaching to the Preferred Shares pursuant to these Articles;
(E) a proposal to wind up the Company;
(F) a proposal to dispose of all of the property, business and undertaking of the Company
which, for the avoidance of doubt, shall not include a proposal to consider the disposal
of the Ordinary Shares whether by way of offer or scheme of arrangement or otherwise;
(G) any matter whilst the Company is in the process of being wound up;
(H) a proposal to create or issue shares ranking in priority to or pari passu with the
Preferred Shares.
(iii) In the event that the holders of Preferred Shares are entitled to vote at a general meeting
pursuant to Article 4.6(c)(ii), each holder of Preferred Shares who (being an individual) is present
in person or by proxy or (being a corporation) is present by a duly authorised representative or by
proxy, shall have one vote on a show of hands and on a poll every holder of Preferred Shares
shall be entitled to exercise the number of votes which he would have been entitled to exercise if
all the Preferred Shares had been converted into Ordinary Shares immediately before the holding
of the general meeting at the then applicable Conversion Rate.
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(iv) The holders of the Preferred Shares shall be entitled to receive a copy of every document sent to
the holders of the Ordinary Shares at the same time as the same is sent to the holders of the
Ordinary Shares.
(d) Conversion
(i) Each holder of Preferred Shares shall be entitled at any time and in the manner set out below to
convert all or any of its Preferred Shares into fully paid new Ordinary Shares at the Conversion
Rate.
(ii) The Company shall, immediately prior to the fourth anniversary of the issue of the Preferred
Shares, convert all of the Preferred Shares into fully paid Ordinary Shares at the Conversion
Rate.
(iii) The Conversion Rate shall be adjusted from time to time as follows:
(A) if Preferred Shares remain capable of being converted into Ordinary Shares and there
is a consolidation and/or sub-division of Ordinary Shares, the Conversion Rate shall be
adjusted (by resolution of the Directors) by an amount which, in the opinion of the
directors, is fair and reasonable to maintain the right to convert so as to ensure that
each holder of Preferred Shares is in no better or worse position as a result of such
consolidation or sub-division, such adjustment to become effective immediately after
such consolidation and/or sub-division; and
(B) if Preferred Shares remain capable of being converted into Ordinary Shares, on an
allotment of fully paid Ordinary Shares pursuant to a capitalisation of profits or reserves
to holders of Ordinary Shares the Conversion Rate shall be adjusted (by resolution of
the directors) to ensure that each holder of Preferred Shares is in no better or worse
position as a result of such capitalisation of profits or reserves, such increase to
become effective as at the record date for such issue,
If a doubt or dispute arises concerning an adjustment of the Conversion Rate in accordance with
this Article 4.6(d)(iii) the Board shall refer the matter to the auditors (or such other firm of
chartered accountants as the Board may select) for determination who shall make available to all
Members their report and whose certificate as to the amount of the adjustment, is, in the absence
of manifest error, conclusive and binding on all concerned and their costs shall be met by the
Company.
(iv) The right to convert pursuant to Article 4.6(d)(i) shall be exercisable by a holder of Preferred
Shares at any time by completing a notice which shall specify the number of Preferred Shares
which are to be converted (a "conversion notice") and delivering the same to the Company
together with the certificate for the Preferred Shares the subject of the conversion notice. Once
served, a conversion notice cannot be withdrawn or revoked except with the written consent of
the Company.
(v) Forthwith upon conversion of the Preferred Shares pursuant to Article 4.6(d)(i) or (ii) the
Company shall give written notice to each holder of Preferred Shares of the number of Ordinary
Shares of which it is a holder.
(vi) The "conversion date" for the conversion shall, in the case of conversion pursuant to Article
4.6(d)(i), be the earlier of:
(A) the first business day following 14 days after the date on which the conversion notice is
received by the Company; and
(B) such day as may be determined by the directors and notified to the holder of the
Preferred Shares concerned,
and, in the case of Article 4.6(d)(ii), shall be immediately prior to the date that falls on the fourth
anniversary of the issue of the Preferred Shares.
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(vii) Conversion of the Preferred Shares (the "Converting Shares") due to be converted in
accordance with this Article 4.6(d) on a conversion date is to be effected in such manner as may
be authorised by law and as the directors from time to time determine and, without prejudice to
the generality of the foregoing, may be effected by the consolidation and/or subdivision and
redesignation of the Converting Shares as Ordinary Shares and/or a capitalisation of reserves
including without limitation in the manner provided for in Article 4.6(d)(viii).
(viii) If the aggregate nominal value of the Converting Shares is less than the aggregate nominal value
of the Ordinary Shares to which the holders of Converting Shares are entitled by virtue of
conversion on the conversion date, conversion may be effected (pursuant to the authority given
by the resolution by which this Article 4.6(d)(viii) was adopted and by these Articles):
(A) by all the Converting Shares of each holder being consolidated and subdivided into
Ordinary Shares of individual nominal value equal to the nominal value of each
Ordinary Share in issue at the conversion date and of an aggregate nominal value
equal to the aggregate nominal amount of those Converting Shares; and
(B) by part of the amount for the time being standing to the credit of the Company's share
premium account or distributable or undistributable reserves equal to the difference
between the aggregate nominal value of the Ordinary Shares to which each holder of
Converting Shares is so entitled and the aggregate nominal value of the Converting
Shares held by him being capitalised and applied in paying up Ordinary Shares which
are allotted and issued credited as fully paid to that holder of Converting Shares.
(ix) The new Ordinary Shares to which a holder is entitled upon conversion shall for all purposes:
(A) be credited as fully paid;
(B) rank pari passu in all respects and form one class with the Ordinary Shares then in
issue; and
(C) entitle the holder to receive dividends and other distributions declared, made or paid on
Ordinary Shares by reference to a record date on or after the conversion date.
(x) The conversion of Preferred Shares shall be made on the conversion date. A certificate for new
Ordinary Shares and a new certificate for the balance of any Preferred Shares not converted into
Ordinary Shares shall be made available for collection at the registered office of the Company or
dispatched (at the holder's risk) to each holder without charge promptly upon receipt of the
certificate (or certificates) for such holder's Preferred Shares or if lost an indemnity in respect
thereof in a form reasonably satisfactory to the Board.
(xi) If any holder of Preferred Shares becomes entitled to fractions of an Ordinary Share as a result of
conversion ("Fraction Holders") the directors may (in their absolute discretion) deal with these
fractions as they think fit on behalf of the Fraction Holders. In particular, the directors may
aggregate and sell the fractions to a person (including, subject to the provisions of the Act, the
Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due
proportions amongst the Fraction Holders. For the purposes of completing any such sale of
fractions, the Chairman of the Company or failing him the secretary will be deemed to have been
appointed the Fraction Holder's agent for the purpose of the sale.
(xii) The conversion of Preferred Shares into Ordinary Shares shall be without prejudice to the right of
the holders of the Ordinary Shares immediately prior to conversion to be entitled to claim and
pursue any unpaid arrears of dividend which may have become due and payable prior to
conversion.
(xiii) If any offer or invitation by way of rights is made to the holders of the Ordinary Shares, the
Company shall make or, so far as it is able, procure that there is made a like offer or invitation at
the same time to each holder of Preferred Shares as if its conversion rights had been exercisable
and exercised in full on the record date for such offer or invitation provided that the Company
shall be under no obligation to make or procure the making of such an offer or invitation to any
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holder of Preferred Shares resident in, or otherwise subject to the jurisdiction of, any state whose
law would make such an offer or invitation unlawful or subject to any consent or registration
requirements.
(e) Quotation of Ordinary Shares resulting from conversion
(i) If, at the conversion date of any Converting Shares, Ordinary Shares are admitted to quotation
and trading on ASX, the Company shall use its reasonable endeavours to obtain admission to
trading on ASX of the Ordinary Shares into which the Converting Shares have converted as soon
as reasonably practicable after the conversion date of the Converting Shares and in any event
within three Business Days.
(ii) If, at the conversion date of any Converting Shares, CHESS Depositary Interests over Ordinary
Shares are admitted to quotation and trading on ASX, unless otherwise directed by the holder of
the Converting Shares, the Company shall use its reasonable endeavours to ensure that:
(a) CHESS Depositary Interests ("Relevant CDIs") are issued to the holder(s) of the
Converting Shares in respect of the Ordinary Shares into which the Converting Shares
have converted ("Relevant Ordinary Shares"); and
(b) Relevant CDIs are admitted to quotation and trading on ASX,
each time that Relevant Ordinary Shares are issued (or otherwise come to be on issue) as soon
as reasonably practicable, and in any event within three Business Days, after such issue (or
other event).
(iii) Any Relevant CDIs issued under Article 4.6(e)(ii) shall:
(A) be issued free from Encumbrances;
(B) be credited as fully paid; and
(C) rank pari passu with the CHESS Depositary Interests issued in respect of Ordinary
Shares at the date that such Relevant CDIs are issued.
(iv) With effect from the relevant date of issue of the securities noted below, the holder of the
Converting Shares warrants to the Company that none of:
(a) if Article 4.6(e)(i) applies, the Ordinary Shares; and
(b) if Article 4.6(e)(ii) applies, the Relevant CDIs,
issued on conversion of the Preferred Shares are being converted by the holder of the
Converting Shares or issued to him with the purpose of him selling or transferring such Ordinary
Shares or Relevant CDIs (as applicable) or granting, issuing or transferring interests in, or
options over, them.
(iv) With effect from the relevant date of issue, the Company warrants that none of:
(a) if Article 4.6(e)(i) applies, the Ordinary Shares; and
(b) if Article 4.6(e)(ii) applies, the Relevant CDIs,
issued on conversion of the Preferred Shares are being issued by the Company the purpose of
the person to whom they are issued selling or transferring such Ordinary Shares or Relevant
CDIs (as applicable) or granting, issuing or transferring interests in, or options over, them.
3. The words “subject to Article 4.6(c)” to be inserted immediately after the words “For the purposes of this Article
17…” in Article 17.10.
4. The words “held to be” to be deleted and replaced with the words “in the opinion of the Board” in Article 18.1(b)(ii).
6. The words “In addition, for the purposes of this Article 18.1(b) and in the interpretation of the Takeover Regime for
the purposes of Article 18.1, references in the Code to 'voting rights' of a company will be deemed to be references
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to any voting rights attaching to the Ordinary Shares and the Preferred Shares (regardless of whether those voting
rights are exercisable).
7. New Article 33.11 to be inserted:
“33.11 The provisions of this Article 33 are subject to the rights of the Preferred Shares set out in Article 4.6(a).”
8. The words “Preferred Dividend or” to be inserted immediately after the words “…required for paying the…” in Article
34.1.
9. The words “Subject to the provisions of Article 4.6(b),” to be inserted at the beginning of Article 39.1.
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Annexure B – Summary of key terms of the
Preferred Shares
Preferred Shares
Number of Preferred Shares
71,220,000 Preferred Shares
Subscription price A$0.18 per Preferred Share
Dividend rights The right to receive a fixed non-cumulative preferential dividend payable at the rate of 2% per annum on the subscription price of the Preferred Shares
Voting rights The Preferred Shares shall be non-voting, except in the limited circumstances set out in Article 4.6(c)(ii) of the Articles
Liquidation preference
On a return of assets on a winding up or liquidation of the Company, the holders of Preferred Shares shall be entitled to be paid, in preference to holders of Ordinary Shares:
(A) all declared but unpaid arrears of any preferred dividend; followed by
(B) the subscription price of the Preferred Shares.
Conversion date The Preferred Shares will be converted to Ordinary Shares on the earlier of:
(A) the first business day following 14 days after the date on which the conversion notice is received by the Company or such earlier day following receipt of a conversion notice as may be determined by the directors and notified to the holder of the Preferred Shares concerned; or
(B) the day prior to the fourth anniversary of the issue of the Preferred Shares,
in accordance with Article 4.6(d) of the Articles
Conversion rate One Ordinary Share for each Preferred Share as may be adjusted in accordance with Article 4.6(d) of the Articles
Conversion price Nil
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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
Annexure C – Summary of key terms of the
Warrants
Warrants
Number of Warrants
71,220,000 Warrants
Issue price Nil
Subscription period
The period commencing on Completion and ending 18 months later
Subscription Rights
Except as set out below, the Warrants may be exercised in whole or in part at any time during the subscription period.
The Warrants shall not be exercised to the extent that the issue of Ordinary Shares as a result of the exercise of all or a portion of the Warrants would result in the Warrant holder and any persons acting in concert with it hold more than 29.99% of the voting rights of the Company
On exercise, each Warrant will, subject to adjustment as described below, convert to one Ordinary Share. The Ordinary Shares issued will rank equally with fully paid Ordinary Shares on issue
Subscription price A$0.36 per Warrant
Participation and adjustments
Until Ordinary Shares are issued upon valid exercise of the Warrants, the Warrant holder is not entitled to participate in new issues of securities by the Company. In the event that the capital of the Company is reorganized in a manner encompassed by ASX Listing Rule 7.22, the number of Warrants and/or the Subscription Price must be adjusted in accordance with that ASX Listing Rule
Quotation The Company will not seek quotation of the Warrants on any stock exchange, including ASX
Transferability The Warrants are not transferable (other than to group companies in accordance with paragraph 26 of Schedule 3 of the Warrant Instrument)
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Form of Proxy - General Meeting to be held on 6 October 2014
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique
designated account printed hereon. This personalised form is not transferable between
different: (i) account holders; or (ii) uniquely designated accounts. The Company and
Computershare Investor Services PLC accept no liability for any instruction that does
not comply with these conditions.
Explanatory Notes:1. Every holder has the right to appoint some other person(s) of their choice, who need
not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak
and vote on their behalf at the meeting. If you wish to appoint a person other than the
Chairman, please insert the name of your chosen proxy holder in the space provided
(see reverse). If the proxy is being appointed in relation to less than your full voting
entitlement, please enter in the box next to the proxy holder's name (see reverse) the
number of shares in relation to which they are authorised to act as your proxy. If returned
without an indication as to how the proxy shall vote on any particular matter, the proxy
will exercise his discretion as to whether, and if so how, he votes (or if this proxy form
has been issued in respect of a designated account for a shareholder, the proxy will
exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by
contacting the Registrar's helpline on 0871 495 0103 or you may photocopy this form.
Please indicate in the box next to the proxy holder's name (see reverse) the number of
shares in relation to which they are authorised to act as your proxy. Please also indicate
by marking the box provided if the proxy instruction is one of multiple instructions being
given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular
resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and
will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a
resolution.
4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement
to attend and vote at the meeting and the number of votes which may be cast thereat
will be determined by reference to the Register of Members of the Company at close
of business on the day which is two days before the day of the meeting. Changes to
entries on the Register of Members after that time shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
5. The above is how your address appears on the Register of Members. If this information
is incorrect please ring the Registrar's helpline on 0871 495 0103 to request a change
of address form or go to www.investorcentre.co.uk to use the online Investor Centre
service.
6. Any alterations made to this form should be initialled.
7. The completion and return of this form will not preclude a member from attending the
meeting and voting in person.
To be effective, all proxy appointments must be lodged with the Company’s Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 2 October 2014 at 12.00 noon GMT.
View the Notice of Meeting online: www.universalcoal.com
visit: www.investorcentre.co.uk
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
Register today and manage your shareholding online!
Change your
address
View your
Shareholding
Manage future
payments
119886_81958_RUN_ONS/000001/000001/SG151/i
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Form of ProxyPlease complete this box only if you wish to appoint a third party proxy other than the Chairman.Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full votingentitlement* on my/our behalf at the General Meeting of Universal Coal plc to be held at the offices of SGH Martineau, Fifth Floor, One America Square,Crosswall, London EC3N 2SG on 6 October 2014 at 12.00 noon GMT, and at any adjourned meeting.* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature DateIn the case of a corporation, this proxy must be given under its
common seal or be signed on its behalf by an attorney or officer duly
authorised, stating their capacity (e.g. director, secretary).
Special Resolution For AgainstVote
Withheld
1. Amending the Articles of Association to create a new class of Preferred Shares.
Ordinary Resolutions
2. Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.
3. Issue of Ordinary Shares to Coal Development Holding B.V.
317H 70 VNU
*
Please use a black pen. Mark with an X
inside the box as shown in this example.
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SRN/HIN: I9999999999
Lodge your vote:By Mail:
Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only(custodians) www.intermediaryonline.com
For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000
CDI Voting Instruction Form
PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.
For your vote to be effective it must be received by 12.00pm (WST) Wednesday, 1 October 2014
How to Vote on Items of BusinessEach CHESS Depositary Interest (CDI) is equivalent to one shareof Company Common Stock, so that every 1 (one) CDI registered inyour name at 1 October 2014 entitles you to one vote.
You can vote by completing, signing and returning your CDI VotingInstruction Form. This form gives your voting instructions to CHESSDepositary Nominees Pty Ltd, which will vote the underlying shareson your behalf. You need to return the form no later than the timeand date shown above to give CHESS Depositary Nominees PtyLtd enough time to tabulate all CHESS Depositary Interest votesand to vote on the underlying shares.
Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the Australian registry, please attach a certifiedphotocopy of the Power of Attorney to this form when you return it.Companies: Only duly authorised officer/s can sign on behalf of acompany. Please sign in the boxes provided, which state the officeheld by the signatory, ie Sole Director, Sole Company Secretary orDirector and Company Secretary. Delete titles as applicable.
Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paperand return with this form.
Turn over to complete the form
ARBN 143 750 038
www.investorcentre.comView your securityholder information, 24 hours a day, 7 days a week:
Review your securityholding
Update your securityholding
Your secure access information is:
Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia
T 000001 000 UNV
MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030
Samples/000001/000001/i
*S000001Q01*
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I 9999999999
Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.
CDI Voting Instruction Form Please mark to indicate your directions
CHESS Depositary Nominees Pty Ltd will vote as directedVoting Instructions to CHESS Depositary Nominees Pty Ltd
STEP 1
I/We being a holder of CHESS Depositary Interests of Universal Coal PLC hereby direct CHESS Depositary Nominees Pty Ltd to vote theshares underlying my/our holding at the General Meeting of Universal Coal PLC to be held at SGH Martineau, Fifth Floor, One America Square,Crosswall, London ECN3N 2SG on Monday, 6 October 2014 at 12.00pm (GMT) and at any adjournment or postponement of that meeting.By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or theirsubstitutes to vote in their discretion on such business as may properly come before the meeting.
STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary NomineesPty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes willnot be counted in computing the required majority.
SIGN Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
ContactName
ContactDaytimeTelephone Date
I ND
MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030
U N V 1 8 8 7 9 9 A
/ /
XX
ForA
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Resolution 1 Amending the Articles of Association to create a new class of Preferred Shares
Resolution 2 Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.
Resolution 3 Issue of Ordinary Shares to Coal Development Holding B.V.
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