THUNGELA RESOURCES
LIMITED
(Incorporated in the Republic of
South Africa)
(Registration number:
2021/303811/06)
JSE Share code: TGA
LSE Share code: TGA
ISIN: ZAE000296554
('Thungela' or the 'Company' and,
together with its affiliates, the 'Group')
ACQUISITION OF REMAINING 15% INTEREST IN THE
ENSHAM BUSINESS
1.
Introduction
Thungela is pleased to announce
that, subject to the receipt of regulatory approvals and to the
fulfilment or waiver (where capable of waiver) of the conditions
precedent set out in paragraph 2 below, it has, on 20 December
2024, entered into a share sale and purchase agreement with Bowen
Investment (Australia) Proprietary Limited ("Bowen") in terms of
which, inter alia,
Thungela, through its wholly-owned subsidiary Thungela Resources
Australia Proprietary Limited ("Thungela Australia"), will acquire
Bowen's 15% interest in the Ensham Joint Venture, Ensham Coal Sales
Proprietary Limited, the Nogoa Pastoral Joint Venture and Nogoa
Pastoral Proprietary Limited (collectively, the "Ensham Business")
for a total purchase consideration of AUD48 million ("the
Transaction").
Thungela assumed operational control
of the Ensham Business, in Australia, from 1 September 2023,
following an initial share and asset sale agreement signed in
February 2023 for the acquisition of an 85% interest in the Ensham
Business, through its 73.5% held subsidiary, Sungela Holdings
Proprietary Limited. Thungela Australia will now acquire the
remaining 15% interest in the Ensham Business.
2.
Conditions precedent
The Transaction is subject to the
fulfillment or waiver (where capable of waiver) of the following
conditions precedent:
2.1 Foreign Investment Review Board
approval
Thungela Australia obtaining
approval for the Transaction under the Foreign Acquisitions and
Takeovers Act 1975 or pursuant to Australia's Foreign Investment
Policy.
2.2 Ministerial approval
Thungela Australia
obtaining approval from the relevant government
Minister under the Mineral and Energy Resources (Financial
Provisioning) Act 2018 (Qld), the Mineral and Energy Resources
(Common Provisions) Act 2014 (Qld) and/or the Mineral Resources Act
1989 (Qld) (as applicable), for the transfer by Bowen of the mining
tenements of the underlying Ensham Business pursuant to the
Transaction.
2.3 South African Reserve Bank
approval
To the extent legally required,
Thungela Australia having obtained all necessary South African
exchange control approvals, authorisation, consents or exemptions
for the Transaction under the South African Exchange Control
Regulations, 1961, made in terms of the South African Currency and
Exchanges Act, No. 9 of 1933, and all directives and rulings issued
thereunder, from the South African Reserve Bank.
3.
Rationale for the Transaction
Our geographic diversification
strategy into Australia continues to enhance the Group's production
profile. The Transaction enables us to further execute on our
strategy by diversifying geographically in a commodity where we are
able to utilise our technical and marketing capabilities to create
further value for the Group. In line with our strategic priorities,
this opens up new markets in Japan and Malaysia, diversifying our
customer base and providing exposure to the Newcastle Benchmark
coal price. The Ensham Business continues to benefit from our
operational expertise as it extracts coal using mechanised
underground bord and pillar mining methods, similar to those used
in our South African operations.
We are pleased with the operational
performance of the Ensham Business, which is expected to contribute
approximately 35% of the Group's profit before net finance income
and tax (on an 85% basis) by the end of the financial year ending
31 December 2024. The Transaction galvanises our economic
participation in the Ensham Business. The Transaction will
streamline administrative processes and it is expected that
synergies will arise from the technical and operational services
offered to the Ensham Business from our shared services in South
Africa. The Transaction will further enable us to optimise the flow
of coal through Thungela Marketing International.
4.
Other
The intention is to fund the total
purchase consideration payable in terms of the Transaction from the
Group's existing net cash resources. The Company will continue to
have sufficient headroom to provide the necessary liquidity to
continue to fund the completion of existing life extension
projects.
5.
Categorisation of the Transaction
The Transaction is not a
categorisable transaction for purposes of Section 9 of the JSE
Limited Listings Requirements and, as such, this announcement is
published voluntarily, for information purposes.
Rosebank
23 December 2024
Disclaimer
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement via the
regulatory information service, this inside information is now
considered to be in the public domain.
Investor Relations
Hugo Nunes
Email: hugo.nunes@thungela.com
Shreshini Singh
Email: shreshini.singh@thungela.com
Media
Hulisani Rasivhaga
Email: hulisani.rasivhaga@thungela.com
South African Attorneys
Webber Wentzel
Australian Legal Advisers
Allens
UK
Financial Adviser and Corporate Broker
Panmure Liberum Capital
Limited
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank
Limited)
