285 replies to this topic

[vlam]

SENS 2014/06/24

 

On 26 November 2013 Wescoal Mining acquired 30% of the total issued share capital of Proudafrique from
Minoscape for R18 million.

A circular was issued to Wescoal shareholders on 9 June 2014 in respect of the acquisition by Wescoal Mining
of the remaining 70% of the total issued share capital of Proudafrique from Minoscape for R25.6 million and a
royalty fee of R3.50 per ton of saleable coal mined at the Elandspruit Mining area. The circular contained a
notice of meeting to take place on 14 July 2014, at which shareholders will be requested to approve the
transaction.

 

For the acquisition of the 30% [source]

Terms and conditions of the First Minoscape acquisition

On 26 November 2013, Wescoal Mining agreed to acquire 30% of the total issued share capital of 

and all its claims against Proudafrique from Minoscape for R18 million. The purchase price paid 

was as follows:

4.2.1 R13 million by the issue of 6 500 000 Wescoal ordinary shares at 200 cents per share, within 

30 days of the First Minoscape effective date;

4.2.2 R3 million in cash payable within three days of delivery of the seller’s share certificates in 

respect of the sale shares;

4.2.3 R1 million payable on 1 February 2014;

4.2.4 R1 million payable on 1 March 2014; and

4.2.5 the seller gave certain warranties that are customary in a transaction of this nature.

All conditions precedent to the First Minoscape acquisition have been fulfilled, it became effective 

at the end of November 2013.

So except if I'm missing something those shares are freely tradeable?

 

The secondary acquisition (pending) has some limits, but it doesn't seem so bad:

Terms and conditions of the Second Minoscape acquisition

On 26 November 2013, Wescoal Mining agreed to acquire the remaining 70% of the total issued 

share capital of and all its claims against Proudafrique from Minoscape for R25.6 million and a 

royalty fee of R3.50 per ton of saleable coal mined at the Elandspruit Mining Area, payable as 

follows:

5.2.1 R20.0 million of the purchase price will be paid by the issue of 10 000 000 Wescoal ordinary 

shares at 200 cents per share, within 30 days of the Second Minoscape effective date;

5.2.2 R5.6 million in cash, within three days of the Second Minoscape effective date, payable 

from existing cash resources;

5.2.3 in addition, Minoscape will be paid a royalty of R3.50 per ton of saleable coal mined at 

Elandspruit Mining Area, which royalty will escalate annually with the published producer 

price index, payable from existing cash resources, as long as mining takes place;

5.2.4 Minoscape shall not during the first 12 months following the issue of the 10 000 000 shares 

by Wescoal to Minoscape, directly or indirectly sell more than 200 000 shares during any 

calendar month;

5.2.5 Minoscape shall not during the second 12 months following the issue of the 10 000 000 

shares by Wescoal to Minoscape, directly or indirectly sell more than 500 000 shares during 

any calendar month; and

5.2.6 the seller gave certain warranties that are customary in a transaction of this nature.

 

Edited by vlam-hobbyist, 30 July 2014 - 12:28 PM.

[TheLittleGuy]

WSL has great prospects it just depends on whether or not you have an appetite to invest in the small cap arena.

They managed to turnover R1 billion this financial year for the first time.

No doubt in my mind ATM there is some tension in the boardroom.

The previous CFO & CEO go back to the early 90's where they both worked together.

 

Pure speculation on my part for what's next, anyway here goes.

While the circular mentions numerous times the rationale for acquiring all of Proudafrique Trading 147 (pty) what is the reason for it now....?

Yes it's stated that the 2 farms Silverbank & Verblyden will now be 100% owned by WSL....so what....it's not as if there's money to exploit those assets now.

All excess cash & all available debt will be thrown at Elandspruit.

I'm still digging around & gathering pieces together to figure out why go this route & just what amount of leverage did a certain Mr Johannes Cornelius van der Westhuizen exert over this corporate activity. That said they have issued 16.5mil shares in November last year & well WSL does not trade at those volumes in a hurry. Seems they wanted rid of this guy no matter what....but why issue shares....should of been paid cash.

Mr market hates it when small caps toss around paper, gives the wrong impression... they could of easily upped their debt to buy out unwanted shareholders.

Couple that with the departure of the CFO & well this where we are now folks uncertainty when there should of been drinks all round on a job well done for the year.

 

Looking ahead when the water use licence is granted, some time around August according to the CEO at the AGM, lets hope there's not too much dumping into good news. With the water use granted they reckon 3-5mths later they'll be selling product from Elandspruit.

I still think it'll get cheaper as there's a lot of script to move & no institutions will touch it in a BIG way so it's mom & pop season for the next few months me thinks.

P.S Thanks for starting the thread Shi. 

Soutie, When does/did the lock-up for those 16.5mln WSL shares end?

[Sugafoot]

Oh bloody hell.
And I recently upped my stake.
This company HAD been very good to me.

Hope the bounce doesn't take that long.

[soutie]

WSL has great prospects it just depends on whether or not you have an appetite to invest in the small cap arena.

They managed to turnover R1 billion this financial year for the first time.

No doubt in my mind ATM there is some tension in the boardroom.

The previous CFO & CEO go back to the early 90's where they both worked together.

 

Pure speculation on my part for what's next, anyway here goes.

While the circular mentions numerous times the rationale for acquiring all of Proudafrique Trading 147 (pty) what is the reason for it now....?

Yes it's stated that the 2 farms Silverbank & Verblyden will now be 100% owned by WSL....so what....it's not as if there's money to exploit those assets now.

All excess cash & all available debt will be thrown at Elandspruit.

I'm still digging around & gathering pieces together to figure out why go this route & just what amount of leverage did a certain Mr Johannes Cornelius van der Westhuizen exert over this corporate activity. That said they have issued 16.5mil shares in November last year & well WSL does not trade at those volumes in a hurry. Seems they wanted rid of this guy no matter what....but why issue shares....should of been paid cash.

Mr market hates it when small caps toss around paper, gives the wrong impression... they could of easily upped their debt to buy out unwanted shareholders.

Couple that with the departure of the CFO & well this where we are now folks uncertainty when there should of been drinks all round on a job well done for the year.

 

Looking ahead when the water use licence is granted, some time around August according to the CEO at the AGM, lets hope there's not too much dumping into good news. With the water use granted they reckon 3-5mths later they'll be selling product from Elandspruit.

I still think it'll get cheaper as there's a lot of script to move & no institutions will touch it in a BIG way so it's mom & pop season for the next few months me thinks.

P.S Thanks for starting the thread Shi. 

[HendrikB]

I still have to read a compelling argument for Wescoal.

[Shi]

Lots of chatting in other threads, so thought it best to keep it all in one thread.

 

At 170c, I'm looking at adding some more. Keeping this one for the long term.