29 August 2014
The Manager
Company Announcements
Australian Securities Exchange Limited
Level 6, 20 Bridge Street
Sydney NSW 2000
By e-lodgement
Letter to Shareholders and Optionholders
Please find attached the letter to shareholders and optionholders with respect
to the company's non-renounceable entitlement issue to raise approximately
A$35.1m by way of the issue of up to 7,035,234,408 new shares.
Shareholders will be entitled to acquire 9 new shares for every 1 existing CCC
share held at the record date (being 4 September), at an offer price of
A$0.005 per new share.
If you have any queries in relation to the offer, please contact the Company
Secretary on +61 8 9488 5220.
Yours sincerely
Paul D'Sylva
Executive Chairman
28 August 2014
Dear Eligible Shareholder
CONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
As announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))
(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rights
issue (Rights Issue or Offer) of approximately 7,035,234,408 fully paid
ordinary shares (New Share) to raise approximately $35,176,172. The price of
New Shares under the Offer is $0.005 each (Issue Price). The Company lodged a
prospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.
The Offer is fully underwritten by Patersons Securities Limited (Underwriter).
The Company has agreed to pay the Underwriter a lead manager fee of 1% of the
total amount raised under the Offer plus a corporate advisory fee of $300,000
plus an underwriting fee of 5% of the value of the underwritten securities.
The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital Pty
Ltd (Komodo). Refer to the Prospectus for details of the underwriting and
sub-underwriting of the Offer and the effect they may have on control of the
Company.
The use of the funds raised under the Offer is set out in the table below.
Proceeds of the Offer Full %
Subscription
($)
Repayment of existing Company debt to 18,560,738 52.77%
convertible noteholders, lenders and royalty
holders pursuant to a Standstill and
Forbearance Deed
Payment of bridging loan to financiers of the 7,500,000 21.32%
Company
Payments to other existing creditors of the 724,376 2.06%
Company
Repayment of debt to EDF Trading pursuant to 2,500,000 7.11%
Finance Agreement
Expenses of the Offer 3,517,617 10.00%
Working capital 2,373,441 6.75%
Total 35,176,172 100.00%
The Offer is being made to all shareholders of the Company (Shareholders)
named on its register of members at 5:00 pm (WST) on 4 September 2014, whose
registered address is in Australia, New Zealand or the United Kingdom.
New Shares will rank equally with all fully paid ordinary shares in the
capital of the Company (Shares) already on issue.
Following completion of the Offer, the Company will have issued approximately
7,035,234,408 New Shares resulting in total Shares on issue of approximately
7,816,927,120.
A copy of the Prospectus is available on ASX's and the Company's website.
Eligible Shareholders will be mailed a Prospectus together with an Entitlement
and Acceptance Form no later than 9 September 2014. Your entitlement will be
set out on the personalised Entitlement and Acceptance Form accompanying the
Prospectus.
For the purposes of calculating each Eligible Shareholders' entitlement,
fractions of entitlements have been rounded up to the nearest whole number of
New Shares.
Actions required of Eligible Shareholders
There are a number of actions Eligible Shareholders may take:
- You may wish to accept all of your rights to subscribe for New Shares
pursuant to the Prospectus (Entitlement). To take up all of your Entitlement
you will need to ensure your application money for all your Entitlement is
received by the Company by no later than 5.00pm (WST) on 25 September 2014, by
completing and returning your Entitlement and Acceptance Form together with
your cheque, drawn on an Australian bank or bank draft made payable in
Australian currency, for the amount indicated on the Entitlement and
Acceptance Form.
- You may wish to accept part of your Entitlement. To take up part of your
Entitlement you will need to ensure your application money for the Entitlement
you wish to take up is received by the Company by no later than 5.00pm (WST)
on 25 September 2014, by completing and returning your Entitlement and
Acceptance Form by filling in the number of New Shares you wish to accept in
the space provided on the Entitlement and Acceptance Form together with your
cheque, drawn on an Australian bank or bank draft made payable in Australian
currency, for the appropriate application monies (at $0.005 per New Share).
- You may wish to accept your full Entitlement and apply for additional
Shortfall Shares under the Shortfall Offer. To do this, complete the
Entitlement and Acceptance Form including filling in the number of Shortfall
Shares you wish to apply for in the shortfall section on the Entitlement and
Acceptance Form and attach your cheque, drawn on an Australian bank made
payable in Australian currency, for the appropriate Application monies (at
$0.005 per Share).
- You may do nothing. If you choose to do nothing with your Entitlement, while
you will continue to hold the same number of Shares, your interest in the
Company will be diluted and you will receive no value for your Entitlement.
Key dates for the Offer
Event Proposed Date
Prospectus and Appendix 3B lodged with ASX 28 August 2014
Notice sent to Optionholders in respect of the Offer 28 August 2014
Notice sent to Shareholders in respect of the Offer 29 August 2014
Existing shares quoted on an `ex' basis 2 September 2014
Record date 4 September 2014
Despatch of Prospectus to Eligible Shareholders 9 September 2014
Offer Period Opens
Shareholder meeting to approve the Offer 24 September 2014
Closing Date of the Offer (5.00pm WST)* 25 September 2014
Securities quoted on a deferred settlement basis 26 September 2014
ASX notified of under subscriptions under the Offer 30 September 2014
Issue Date under the Offer 1 October 2014
If you have any queries concerning the Rights Issue, or the action you are
required to take to subscribe for New Shares, please contact your financial
adviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.
Yours sincerely
Paul D'Sylva
Executive Chairman
28 August 2014
Dear Ineligible Shareholder
CONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
As announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))
(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rights
issue (Rights Issue or Offer) of approximately 7,035,234,408 fully paid
ordinary shares (New Share) to raise approximately $35,176,172. The price of
New Shares under the Offer is $0.005 each (Issue Price). The Company lodged a
prospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.
The Offer is fully underwritten by Patersons Securities Limited (Underwriter).
The Company has agreed to pay the Underwriter a lead manager fee of 1% of the
total amount raised under the Offer plus a corporate advisory fee of $300,000
plus an underwriting fee of 5% of the value of the underwritten securities.
The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital Pty
Ltd (Komodo). Refer to the Prospectus for details of the underwriting and
sub-underwriting of the Offer and the effect they may have on control of the
Company.
The use of the funds raised under the Offer is set out in the table below.
Proceeds of the Offer Full %
Subscription
($)
Repayment of existing Company debt to convertible 18,560,738 52.77%
noteholders, lenders and royalty holders pursuant
to a Standstill and Forbearance Deed
Payment of bridging loan to financiers of the 7,500,000 21.32%
Company
Payments to other existing creditors of the 724,376 2.06%
Company
Repayment of debt to EDF Trading pursuant to 2,500,000 7.11%
Finance Agreement
Expenses of the Offer 3,517,617 10.00%
Working capital 2,373,441 6.75%
Total 35,176,172 100.00%
The Offer is being made to all shareholders of the Company (Shareholders)
named on its register of members at 5:00 pm (WST) on 4 September 2014, whose
registered address is in Australia, New Zealand or the United Kingdom.
Following completion of the Offer, the Company will have issued approximately
7,035,234,408 New Shares resulting in total Shares on issue of approximately
7,816,927,120.
A copy of the Prospectus is available on ASX's and the Company's website.
Eligible Shareholders will be mailed a Prospectus together with an Entitlement
and Acceptance Form no later than 9 September 2014.
Ineligible shareholders
A Shareholder who has a registered address outside Australia, New Zealand or
the United Kingdom (Ineligible Shareholder) will not be eligible to
participate in the Offer.
You are not eligible to participate in the Offer and you will not be sent a
copy of the Prospectus. This decision has been made pursuant to Listing Rule
7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of
complying with legal and regulatory requirements in jurisdictions outside of
Australia, New Zealand and the United Kingdom compared with the small number
of Ineligible Shareholders and the number and value of New Shares to which
they would otherwise be entitled.
If you have any queries concerning the Rights Issue, or the action you are
required to take to subscribe for New Shares, please contact your financial
adviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.
Yours sincerely
Paul D'Sylva
Executive Chairman
28 August 2014
Dear Optionholder
CONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
As announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))
(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rights
issue (Rights Issue or Offer) of approximately 7,035,234,408 fully paid
ordinary shares (New Share) to raise approximately $35,176,172. The price of
New Shares under the Offer is $0.005 each (Issue Price). The Company lodged a
prospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.
The Offer is fully underwritten by Patersons Securities Limited (Underwriter).
The Company has agreed to pay the Underwriter a lead manager fee of 1% of the
total amount raised under the Offer plus a corporate advisory fee of $300,000
plus an underwriting fee of 5% of the value of the underwritten securities.
The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital Pty
Ltd (Komodo). Refer to the Prospectus for details of the underwriting and
sub-underwriting of the Offer and the effect they may have on control of the
Company.
The use of the funds raised under the Offer is set out in the table below.
Proceeds of the Offer Full %
Subscription
($)
Repayment of existing Company debt to 18,560,738 52.77%
convertible noteholders, lenders and royalty
holders pursuant to a Standstill and
Forbearance Deed
Payment of bridging loan to financiers of the 7,500,000 21.32%
Company
Payments to other existing creditors of the 724,376 2.06%
Company
Repayment of debt to EDF Trading pursuant to 2,500,000 7.11%
Finance Agreement
Expenses of the Offer 3,517,617 10.00%
Working capital 2,373,441 6.75%
Total 35,176,172 100.00%
The Offer is being made to all shareholders of the Company (Shareholders)
named on its register of members at 5:00 pm (WST) on 4 September 2014, whose
registered address is in Australia, New Zealand or the United Kingdom.
New Shares will rank equally with all fully paid ordinary shares in the
capital of the Company (Shares) already on issue.
Following completion of the Offer, the Company will have issued approximately
7,035,234,408 New Shares resulting in total Shares on issue of approximately
7,816,927,120.
Optionholders
The terms and conditions of the options you currently hold do not entitle you
to participate in the Rights Issue unless you exercise your options in time
for new shares to be issued and to be entered on the Company's register of
members on or before 5:00pm (WST) on 4 September 2014 (Record Date).
To exercise your options and thereby participate in the Rights Issue, you will
need to deliver the following to the Company at Ground floor, 1 Havelock
Street, West Perth, WA 6005:
(a) A notice of exercise of options;
(b) An option certificate (where the options are certificated) or a copy of a
holding statement (where the options are uncertificated) in respect of those
options to be exercised; and
(c) Payment for the exercise price in respect of those options to be exercised
by way of a cheque made payable to "Continental Coal Limited".
To ensure that your new shares are allotted prior to the Record Date, the
above must be received by the Company no later than 2 September 2014. If
received after this date, issue of new shares prior to the Record Date cannot
be assured.
Before deciding whether to exercise any or all of your options, you should
read the Prospectus in its entirety.
If you have any queries concerning the Rights Issue, or the action you are
required to take to subscribe for New Shares, please contact your financial
adviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.
Yours sincerely
Paul D'Sylva
Executive Chairman
For further information please contact:
Investors / Shareholders Media
Peter Landau David Tasker
Continental Coal Limited Professional Public Relations
T: +618 9488 5220 T: +618 9388 0944
E: peter@conticoal.com E: david.tasker@ppr.com.au
Nominated Advisor Brokers (UK)
Oliver Morse/Trinity McIntyre Jonathan Williams
RFC Ambrian Limited RFC Ambrian Ltd
T: +61 8 9480 2500 T: +44 203 440 6817
About Continental Coal Limited
Continental Coal Limited (ASX:CCC/AIM: COOL) is a South African
thermal coal producer with a portfolio of projects located in South Africa's
major coal fields including two operating mines, the Vlakvarkfontein and
Penumbra Coal Mines, producing approx. 2Mtpa of thermal coal for the export
and domestic markets. A Feasibility Study was also completed on a proposed
third mine, the De Wittekrans Coal Project with a mining right granted in
September 2013.
Forward Looking Statement
Certain statements made during or in connection with this
communication, including, without limitation, those concerning the economic
outlook for the coal mining industry, expectations regarding coal prices,
production, cash costs and other operating results, growth prospects and the
outlook of Continental's operations including the likely commencement of
commercial operations at De Wittekrans, its liquidity and the capital
resources and expenditure, contain or comprise certain forward-looking
statements regarding the Company's development and exploration operations,
economic performance and financial condition.
Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, no assurance can be given that
such expectations will prove to have been correct. Accordingly, results could
differ materially from those set out in the forward-looking statements as a
result of, among other factors, changes in economic and market conditions,
success of business and operating initiatives, changes in the regulatory
environment and other government actions, fluctuations in coal prices and
exchange rates and business and operational risk management. For a discussion
of such factors, refer to the Company's most recent annual report and half
year report. The Company undertakes no obligation to update publicly or
release any revisions to these forward-looking statements to reflect events or
circumstances after today's date or to reflect the occurrence of unanticipated
events.