SENS

WSL - WESCOAL HOLDINGS LIMITED - CANCELLATION OF S386185 Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements

2017/06/29
CANCELLATION OF S386185 Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the...

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CANCELLATION OF S386185 Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") CASH VALUE FOR FRACTIONAL ENTITLEMENTS RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Introduction Keaton Energy Shareholders are reminded that the consideration payable by Wescoal to Keaton Energy Shareholders will be R1.80 per Keaton Energy Share, settled partly in cash (R1.20 per Keaton Energy Share) and partly in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Energy Share held, on the basis that any resultant fractions ("Fractional Entitlements") will be rounded down to the nearest whole number and the Wescoal Shares left over will be aggregated and sold, with the proceeds being paid to the relevant Keaton Energy Shareholders, in cash ("Cash Value"). The purpose of this announcement is to advise Keaton Energy Shareholders of the Cash Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as part of the Scheme Consideration. 2. Cash Value for Fractional Entitlements In implementing the Transaction, Keaton Energy is required by the JSE to apply the rounding principle that a Keaton Energy Shareholder becoming entitled to a fraction of a Wescoal Share arising from the Transaction will be rounded down to the nearest whole number, resulting in the allocation of whole Wescoal Shares and a cash payment for the fraction ("Cash Payment"). The Cash Payment results from the sale, on behalf of the Keaton Energy Shareholder, of the fraction of a Wescoal Share to which the Keaton Energy Shareholder becomes entitled in terms of the Transaction. The value of such Cash Payment is the volume weighted average traded price per Wescoal Share less 10% on the first day of trade after the last day to trade in order to participate in the Transaction, being Wednesday, 28 June 2017. Keaton Energy Shareholders are advised that the value of a Wescaol Share to be utilised in determining the Cash Payment due to a Keaton Energy Shareholder in respect of any Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements, this amount has been determined with reference to the volume weighted average price of a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted by 10%. The receipt of the Cash Payment may have tax implications for Keaton Energy Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends tax rate of 15% (unless an exemption, as set out in South African Income Tax legislation, applies), resulting in a net Cash Payment of R1.60895. 3. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 29 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 29/06/2017 03:10:59 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - KEATON/WESCOAL - Offer by Wescoal to acquire Keaton Energy - Cash value for fractional entitlements

2017/06/29
KEATON/WESCOAL - Offer by Wescoal to acquire Keaton Energy - Cash value for fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share...

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KEATON/WESCOAL - Offer by Wescoal to acquire Keaton Energy - Cash value for fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") CASH VALUE FOR FRACTIONAL ENTITLEMENTS RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Introduction Keaton Energy Shareholders are reminded that the consideration payable by Wescoal to Keaton Energy Shareholders will be R1.80 per Keaton Energy Share, settled partly in cash (R1.20 per Keaton Energy Share) and partly in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Energy Share held, on the basis that any resultant fractions ("Fractional Entitlements") will be rounded down to the nearest whole number and the Wescoal Shares left over will be aggregated and sold, with the proceeds being paid to the relevant Keaton Energy Shareholders, in cash ("Cash Value"). The purpose of this announcement is to advise Keaton Energy Shareholders of the Cash Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as part of the Scheme Consideration. 2. Cash Value for Fractional Entitlements In implementing the Transaction, Keaton Energy is required by the JSE to apply the rounding principle that a Keaton Energy Shareholder becoming entitled to a fraction of a Wescoal Share arising from the Transaction will be rounded down to the nearest whole number, resulting in the allocation of whole Wescoal Shares and a cash payment for the fraction ("Cash Payment"). The Cash Payment results from the sale, on behalf of the Keaton Energy Shareholder, of the fraction of a Wescoal Share to which the Keaton Energy Shareholder becomes entitled in terms of the Transaction. The value of such Cash Payment is the volume weighted average traded price per Wescoal Share less 10% on the first day of trade after the last day to trade in order to participate in the Transaction, being Wednesday, 28 June 2017. Keaton Energy Shareholders are advised that the value of a Wescoal Share to be utilised in determining the Cash Payment due to a Keaton Energy Shareholder in respect of any Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements, this amount has been determined with reference to the volume weighted average price of a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted by 10%. The receipt of the Cash Payment may have tax implications for Keaton Energy Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends tax rate of 20% (unless an exemption, as set out in South African Income Tax legislation, applies), resulting in a net Cash Payment of R1.51430. 3. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 29 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 29/06/2017 03:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements

2017/06/29
Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South...

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Keaton\Wescoal - Offer by Wescoal to acquire entire issued capital of Keaton - Cash value of fractional entitlements WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") CASH VALUE FOR FRACTIONAL ENTITLEMENTS RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Introduction Keaton Energy Shareholders are reminded that the consideration payable by Wescoal to Keaton Energy Shareholders will be R1.80 per Keaton Energy Share, settled partly in cash (R1.20 per Keaton Energy Share) and partly in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Energy Share held, on the basis that any resultant fractions ("Fractional Entitlements") will be rounded down to the nearest whole number and the Wescoal Shares left over will be aggregated and sold, with the proceeds being paid to the relevant Keaton Energy Shareholders, in cash ("Cash Value"). The purpose of this announcement is to advise Keaton Energy Shareholders of the Cash Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as part of the Scheme Consideration. 2. Cash Value for Fractional Entitlements In implementing the Transaction, Keaton Energy is required by the JSE to apply the rounding principle that a Keaton Energy Shareholder becoming entitled to a fraction of a Wescoal Share arising from the Transaction will be rounded down to the nearest whole number, resulting in the allocation of whole Wescoal Shares and a cash payment for the fraction ("Cash Payment"). The Cash Payment results from the sale, on behalf of the Keaton Energy Shareholder, of the fraction of a Wescoal Share to which the Keaton Energy Shareholder becomes entitled in terms of the Transaction. The value of such Cash Payment is the volume weighted average traded price per Wescoal Share less 10% on the first day of trade after the last day to trade in order to participate in the Transaction, being Wednesday, 28 June 2017. Keaton Energy Shareholders are advised that the value of a Wescaol Share to be utilised in determining the Cash Payment due to a Keaton Energy Shareholder in respect of any Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements, this amount has been determined with reference to the volume weighted average price of a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted by 10%. The receipt of the Cash Payment may have tax implications for Keaton Energy Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends tax rate of 15% (unless an exemption, as set out in South African Income Tax legislation, applies), resulting in a net Cash Payment of R1.60895. 3. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 29 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 29/06/2017 09:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Joint finalisation announcement relating to offer by Wescoal to acquire entire issued share capital of Keaton Energy

2017/06/20
Joint finalisation announcement relating to offer by Wescoal to acquire entire issued share capital of Keaton Energy WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration...

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Joint finalisation announcement relating to offer by Wescoal to acquire entire issued share capital of Keaton Energy WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - SCHEME FINALISATION ANNOUNCEMENT RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Fulfilment of all the Scheme Conditions Wescoal and Keaton Energy Shareholders are hereby advised that all the Scheme Conditions have now been fulfilled and that the Transaction is therefore unconditional. As the Scheme is unconditional, the consideration payable by Wescoal to Keaton Energy Shareholders in terms of the timetable set out in paragraph 2.2 below will be R1.80 per Keaton Energy Share, settled partly in cash (R1.20 per Keaton Energy Share) and partly in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Energy Share held. 2. Salient dates and times Set out below are the remaining salient dates and times pertaining to the implementation of the Transaction for each of the Wescoal Shareholders and Keaton Energy Shareholders. 2.1 Salient dates and times for Wescoal Shareholders 2017 Date of fulfilment of the Scheme Conditions Tuesday, 20 June Finalisation date announcement released on SENS Tuesday, 20 June Consideration Shares listed on the JSE from commencement of Wednesday, 28 June trade Scheme Consideration settled Monday, 3 July 2.2 Salient dates and times for Keaton Energy Shareholders 2017 Scheme finalisation announcement released on SENS Tuesday, 20 June Scheme finalisation announcement published in the press Wednesday, 21 June Last day to trade in Keaton Energy Shares in order to be Tuesday, 27 June recorded in the register on the scheme consideration record date Suspension of listing of Keaton Energy Shares from the Wednesday, 28 June JSE at the commencement of trading Announcement released on SENS in respect of the cash Thursday, 29 June payment applicable to fractional entitlements Scheme consideration record date on which Keaton Energy Friday, 30 June Shareholders must be recorded in the register to receive the Scheme Consideration due to them Scheme implementation date - date of payment of the Monday, 3 July Scheme Consideration due to scheme participants, to be paid electronically or posted to certificated Keaton Energy Shareholders (if the form of surrender (pink) and documents of title are received by the transfer secretaries on or before 12:00 on the scheme consideration record date) Dematerialised Keaton Energy Shareholders to have their Monday, 3 July accounts held at their CSDP or broker debited with the Keaton Energy Shares and credited with the Scheme Consideration due to them Termination of listing of the Keaton Energy Shares from the Tuesday, 4 July JSE at the commencement of trading at 09:00 In the joint announcement dated 2 June 2017, it was noted that Keaton Energy had received written objections from Keaton Energy Shareholders in terms of section 164(3) of the Companies Act (representing 0.58% of the Keaton Energy Shares present at the Scheme Meeting) ("Dissenting Shareholders"), which Dissenting Shareholders voted against the Scheme Special Resolution. In terms of section 164(4) of the Companies Act, Keaton Energy sent notices on 15 June 2017 to each Dissenting Shareholder informing them that the Scheme Special Resolution has been adopted. Accordingly, in terms of section 164(7) of the Companies Act, the Dissenting Shareholders have until 14 July 2017 to make a demand that Keaton Energy pay them fair value for all of their Keaton Energy Shares in terms of section 164(5) of the Companies Act. 3. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 20 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 20/06/2017 10:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - KEATON/WESCOAL -Joint announcement - Competition Commission approval for the acquisition by Wescoal of Keaton Energy

2017/06/12
KEATON/WESCOAL -Joint announcement - Competition Commission approval for the acquisition by Wescoal of Keaton Energy WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share...

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KEATON/WESCOAL -Joint announcement - Competition Commission approval for the acquisition by Wescoal of Keaton Energy WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - COMPETITION COMMISSION APPROVAL RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Competition Commission approval Shareholders are referred to the joint announcement published by Wescoal and Keaton Energy on 2 June 2017 with respect to, inter alia, the results of the meetings and an update on the fulfilment of the Scheme Conditions. Shareholders are notified that unconditional approval by the Competition Commission for the Transaction was received on 6 June 2017. 2. Salient dates and times As soon as Wescoal and Keaton Energy have more certainty around the date of fulfilment of the remaining Scheme Conditions, they will release a joint announcement on SENS detailing updated salient dates and times pertaining to the implementation of the Transaction. 3. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 12 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 12/06/2017 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Disposal Of LME And Amalahle By Keaton Energy Holdings Limited To Bayete Energy Resources Proprietary Limited

2017/06/09
Disposal Of LME And Amalahle By Keaton Energy Holdings Limited To Bayete Energy Resources Proprietary Limited Keaton Energy Holdings Limited (Incorporated in the Republic of South...

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Disposal Of LME And Amalahle By Keaton Energy Holdings Limited To Bayete Energy Resources Proprietary Limited Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') DISPOSAL OF LEEUW MINING AND EXPLORATION PROPRIETARY LIMITED ("LME") AND AMALAHLE EXPLORATION PROPRIETARY LIMITED ("AMALAHLE") BY KEATON ENERGY HOLDINGS LIMITED ("KEH") TO BAYETE ENERGY RESOURCES PROPRIETARY LIMITED ("BER") Shareholders are referred to the announcement released on 15 February 2016 regarding the disposal by KEH of LME and Amalahle to BER ("Transaction"). Shareholders are hereby notified that all suspensive conditions to the Transaction have been fulfilled. Accordingly, the Transaction became unconditional and was implemented with an effective date of 8 June 2017. Johannesburg 9 June 2017 Sponsor Investec Bank Limited Date: 09/06/2017 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - Joint announcement-results of meetings relating to offer by Wescoal to acquire entire issued share capital of Keaton

2017/06/02
Joint announcement-results of meetings relating to offer by Wescoal to acquire entire issued share capital of Keaton WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration...

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Joint announcement-results of meetings relating to offer by Wescoal to acquire entire issued share capital of Keaton WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - RESULTS OF MEETINGS RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Wescoal General Meeting Wescoal Shareholders are advised that the voting results at the Wescoal General Meeting held at 08:00 on Friday, 2 June 2017, regarding the approval by Wescoal Shareholders for the implementation of the Transaction, were as follows: Resolution Number of Number of For 2 Against 2 Abstained 3 Wescoal Wescoal Shares Shares present at present as a the Wescoal percentage General of Wescoal Meeting Shares in issue 1 Ordinary Resolution 1: Approval of the Transaction as a Category 1 transaction in terms of the JSE Listings Requirements 230 707 163 63.64% 100.00% 0.00% 0.08% Note: 1 Based on 362 528 951 Wescoal Shares in issue as at the date of the Wescoal General Meeting. 2 In relation to the total number of Wescoal Shares voted (whether for or against) at the Wescoal General Meeting. 3 In relation to the total number of Wescoal Shares capable of being voted at the Wescoal General Meeting, being 362 528 951 Wescoal Shares in issue less 12 504 000 Wescoal Shares held in treasury. Based on the above voting results (i) the Wescoal General Meeting was quorate; and (ii) the resolution was passed by the requisite majority of Wescoal Shareholders present in person or represented by proxy at the Wescoal General Meeting. 2. Scheme Meeting Keaton Energy Shareholders are advised that the voting results at the Scheme Meeting held at 10:00 on Friday, 2 June 2017, regarding the approval by Keaton Energy Shareholders for the implementation of the Scheme, were as follows: Resolution Number of Number of For 2 Against 2,4 Abstained 3 Keaton Keaton Energy Energy Shares Shares present at present as a the Scheme percentage Meeting of Keaton Energy Shares in issue 1 Special Resolution 1: Approval and implementation of the Scheme 243 234 068 83.10% 99.41% 0.59% 0.06% Special Resolution 2: Revocation of Special Resolution 1 in terms of section 164(9)(c) of the Companies Act 243 234 068 83.10% 99.37% 0.63% 0.10% Ordinary Resolution 1: Delisting Resolution 243 234 068 83.10% 99.41% 0.59% 0.06% Ordinary Resolution 2: Authority 243 234 068 83.10% 99.41% 0.59% 0.10% Note: 1 Based on 292 684 630 Keaton Energy Shares in issue as at the date of the Scheme Meeting. 2 In relation to the total number of Keaton Energy Shares voted at the Scheme Meeting. 3 In relation to the total number of Keaton Energy Shares capable of being voted at the Scheme Meeting, being 292 684 630 Keaton Energy Shares in issue. 4 Keaton Energy received written objections from Keaton Energy Shareholders in terms of section 164 of the Companies Act (representing 0.58% of the Keaton Energy Shares present at the Scheme Meeting). Based on the above voting results (i) the Scheme Meeting was quorate; and (ii) the resolutions were passed by the requisite majority of Keaton Energy Shareholders present in person or represented by proxy at the Scheme Meeting. 3. Update on the fulfilment of Scheme Conditions As regards the fulfilment of the Scheme Conditions, the last remaining material Scheme Condition that is not capable of being waived is the unconditional approval of the Transaction by the relevant competition authorities, or the conditional approval which is subject to Wescoal and Keaton Energy's acceptance of the terms and conditions imposed by the competition authorities. The Transaction merger notification was filed with the Competition Commission ("Commission") on 6 April 2017. The Commission has not raised any material concerns with regards to the Transaction from a competition law or public interest perspective to date and the Commission's decision is anticipated to be received before 6 July 2017. 4. Salient dates and times Given the anticipated date of receipt of the Commission's decision on or before 6 July 2017, the salient dates and times released by Wescoal and Keaton Energy in a joint announcement on SENS on 4 May 2017 as regards the expected date of fulfilment of the Scheme Conditions and therefore the publication of a finalisation announcement will be revised. As soon as Wescoal and Keaton Energy have more certainty around the date of fulfilment of the Scheme Conditions, they will release a joint announcement on SENS detailing updated salient dates and times pertaining to the implementation of the Transaction. 5. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 6. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 2 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 02/06/2017 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Notice, as required in terms of section 45(5)(a) of the Act for the granting of financial assistance

2017/05/09
Notice, as required in terms of section 45(5)(a) of the Act for the granting of financial assistance Keaton Energy Holdings Limited (Incorporated in the Republic of South...

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Notice, as required in terms of section 45(5)(a) of the Act for the granting of financial assistance Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') NOTICE, AS REQUIRED IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT, 71 OF 2008 (THE ACT) FOR THE GRANTING OF FINANCIAL ASSISTANCE In terms of the provisions of section 45(5)(a) of the Companies Act, 71 of 2008 ("the Act") and pursuant to a special resolution passed by shareholders authorising the board of directors ("the board") to provide direct or indirect financial assistance to a related and inter-related company or corporation (or any future related or inter related company or corporation), notification is hereby given by the Company that the board adopted a resolution in terms of section 45(3)(b) of the Act on 4 May 2017, authorising the Company to grant financial assistance to its subsidiaries, as and when required. In accordance with section 45 of the Act, the board is satisfied and acknowledges that: (i) immediately after providing such financial assistance, the Company would have satisfied the solvency and liquidity test as provided for in section 4 of the Act; and (ii) the terms under which such financial assistance would be given are fair and reasonable to the Company. Johannesburg 9 May 2017 Sponsor Investec Bank Limited Date: 09/05/2017 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - Wescoal/Keaton Energy -Joint announcement for Wescoal and Keaton Energy-posting of circulars and notices of meetings

2017/05/04
Wescoal/Keaton Energy -Joint announcement for Wescoal and Keaton Energy-posting of circulars and notices of meetings WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share...

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Wescoal/Keaton Energy -Joint announcement for Wescoal and Keaton Energy-posting of circulars and notices of meetings WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - POSTING OF THE WESCOAL CIRCULAR AND THE SCHEME CIRCULAR, INCLUDING NOTICES OF GENERAL MEETINGS OF WESCOAL SHAREHOLDERS AND KEATON ENERGY SHAREHOLDERS, RESPECTIVELY, RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY ("TRANSACTION") 1. Circulars and notices of meetings Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. Wescoal and Keaton Energy Shareholders are hereby advised that: 1.1 Wescoal has today (Thursday, 4 May 2017) posted a circular pertaining to the Transaction ("Wescoal Circular") to Wescoal Shareholders, which document incorporates a notice of general meeting of Wescoal Shareholders ("Wescoal General Meeting") to be held at the registered office of Wescoal ("Wescoal's Registered Office"), being 1st Floor, Building 10, Woodmead Business Park, 142 Western Service Road, Woodmead, at 08:00 on Friday, 2 June 2017; and 1.2 Wescoal and Keaton Energy have today (Thursday, 4 May 2017) posted a combined offer circular pertaining to the Scheme and the Standby Offer ("Scheme Circular") to Keaton Energy Shareholders, which document incorporates a notice of general meeting of Keaton Energy Shareholders ("Scheme Meeting") to be held at Aquamarine, Ground Floor, The Forum, Wanderers Building, The Campus (Dimension Data), 57 Sloane Street (corner of Main Street), Bryanston, Sandton, at 10:00 on Friday, 2 June 2017. Copies of the Wescoal Circular and the Scheme Circular are available on Wescoal's website at www.wescoal.com and may be obtained at Wescoal's Registered Office and the offices of Wescoal's Sponsor, Nedbank Corporate and Investment Banking, a division of Nedbank Limited (3rd Floor, Corporate Place, 135 Rivonia Road, Sandton) from 4 May 2017 to 2 June 2017. Copies of the Scheme Circular are available on Keaton Energy's website at www.keatonenergy.co.za and may be obtained at Keaton Energy's registered office (Ground Floor, Block H, The Braes, 3 Eaton Road, Bryanston) from 4 May 2017 to 2 June 2017. The regulatory approvals required from the South African Reserve Bank, the JSE Limited and the Takeover Regulation Panel for the distribution of the Wescoal Circular and the Scheme Circular to Wescoal Shareholders and Keaton Energy Shareholders, respectively, have been obtained. 2. Increase in the Scheme Consideration Subsequent to the date of signature of the Firm Intention Offer Letter, Keaton Energy issued a further 690 374 Keaton Energy Shares in terms of the ESOPs. As such, Wescoal and Keaton Energy agreed to increase the aggregate Scheme Consideration from R525 589 661 to R526 832 334, with a resultant increase in the Cash Component from R350 393 107 to R351 221 556 and the Consideration Shares from 87 598 277 to 87 805 389. The pro forma financial effects as contained in the joint announcement dated 23 February 2017 therefore reflect the Scheme Consideration per the Firm Intention Offer Letter before it was revised to take into account the aforementioned Keaton Energy Share issue, and the pro forma financial information in the Wescoal Circular and the Scheme Circular reflect the increased Scheme Consideration. 3. Salient dates and times Set out below are the salient dates and times pertaining to the implementation of the Transaction for each of the Wescoal Shareholders and Keaton Energy Shareholders. These dates and times are subject to amendment by mutual agreement between Keaton Energy and Wescoal and with the approval of the JSE and/or the Takeover Regulation Panel. Any such amendment will be released on SENS. 3.1 Salient dates and times for Wescoal Shareholders 2017 Record date to determine which Wescoal Shareholders are eligible Friday, 28 April to receive the Wescoal Circular Circular (together with the notice convening the Wescoal General Thursday, 4 May Meeting) posted to Wescoal Shareholders Announcement relating to the issue of the Wescoal Circular Thursday, 4 May (together with the notice convening the Wescoal General Meeting) released on SENS Announcement relating to the issue of the Wescoal Circular Friday, 5 May (together with the notice convening the Wescoal General Meeting) published in the press Last day to trade to be entitled to vote and participate in the Tuesday, 23 May Wescoal General Meeting Record date to be entitled to vote and participate in the Wescoal Friday, 26 May General Meeting Last day to lodge forms of proxy for the Wescoal General Meeting Wednesday, 31 May (by 08:00) Wescoal General Meeting to be held at 08:00 Friday, 2 June Results of the Wescoal General Meeting to be released on SENS Friday, 2 June Results of the Wescoal General Meeting published in the press Monday, 5 June Expected date of fulfilment of the Scheme Conditions Tuesday, 20 June Finalisation date announcement expected to be released on SENS Tuesday, 20 June Consideration Shares expected to be listed on the JSE from Wednesday, 28 June commencement of trade Scheme Consideration expected to be settled Monday, 3 July 3.2 Salient dates and times for Keaton Energy Shareholders The dates and times in the tables below are based on the assumption that there are no dissenting Keaton Energy Shareholders. 2017 Record date to determine which Keaton Energy Shareholders are entitled to receive the Scheme Circular Friday, 28 April Posting of the Scheme Circular to Keaton Energy Thursday, 4 May Shareholders and notice convening the Scheme Meeting released on SENS Notice convening the Scheme Meeting published in the press Friday, 5 May Last day to trade in Keaton Energy Shares in order to be Tuesday, 23 May recorded in the register on the voting record date Voting record date in respect of being eligible to vote at the Friday, 26 May Scheme Meeting Forms of proxy to be received by 10:00 Wednesday, 31 May Last date for Keaton Energy Shareholders to give notice in Friday, 2 June terms of section 164 of the Companies Act objecting to the Scheme Special Resolution ("Dissenting Shareholders") before 10:00 Scheme Meeting at 10:00 Friday, 2 June Results of the Scheme Meeting released on SENS Friday, 2 June Results of the Scheme Meeting published in the press Monday, 5 June If the Scheme IS APPROVED by Keaton Energy Shareholders at the Scheme Meeting Last date on which Keaton Energy Shareholders can require Friday, 9 June Keaton Energy to seek Court approval in terms of section 115(3)(a) of the Companies Act, if at least 15% of the total votes of Keaton Energy Shareholders at the Scheme Meeting were exercised against the Scheme Last date on which Keaton Energy Shareholders can make Monday, 19 June application to the Court in terms of section 115(3)(b) of the Companies Act Last day for Keaton Energy to send notice of adoption of Monday, 19 June Scheme Special Resolution to Dissenting Shareholders, in accordance with section 164 of the Companies Act Scheme finalisation announcement expected to be Tuesday, 20 June released on SENS Scheme finalisation announcement expected to be published Wednesday, 21 June in the press Expected last day to trade in Keaton Energy Shares in order Tuesday, 27 June to be recorded in the register on the scheme consideration record date Expected date for suspension of listing of Keaton Energy Wednesday, 28 June Shares from the JSE expected to be at the commencement of trading Announcement released on SENS in respect of the cash Thursday, 29 June payment applicable to fractional entitlements Expected scheme consideration record date on which Keaton Friday, 30 June Energy Shareholders must be recorded in the register to receive the Scheme Consideration due to them Expected scheme implementation date - date of payment of Monday, 3 July the Scheme Consideration due to scheme participants, to be paid electronically or posted to certificated Keaton Energy Shareholders (if the form of surrender (pink) and documents of title are received by the transfer secretaries on or before 12:00 on the scheme consideration record date) Dematerialised Keaton Energy Shareholders expected to Monday, 3 July have their accounts held at their CSDP or broker debited with the Keaton Energy Shares and credited with the Scheme Consideration due to them Expected termination of listing of the Keaton Energy Shares Tuesday, 4 July from the JSE at the commencement of trading at 09:00 Timetable if Scheme FAILS: If the Scheme fails, Wescoal will be entitled to elect to make the Standby Offer to the Keaton Energy Shareholders within 10 business days after the Scheme has failed, by announcing its election on SENS. The relevant dates in respect of the Standby Offer will be confirmed in an announcement post failure of the Scheme. The proposed indicative dates are set out below: 2017 Results of Scheme Meeting released on SENS Friday, 2 June Expected date of opening of the Standby Offer on Friday, 2 June Expected finalisation announcement published on SENS Tuesday, 4 July Expected last day to trade to take up the Standby Offer Tuesday, 18 July Expected date of the suspension of the listing of Keaton Wednesday, 19 July Energy Shares on the JSE Expected Standby Offer record date Friday, 21 July Expected Standby Offer closing date at 12:00 Friday, 21 July Expected Standby Offer payment date Monday, 24 July Expected termination of the listing of the Keaton Energy Tuesday, 25 July Shares at commencement of trade on the JSE 4. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 5. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 4 May 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 04/05/2017 09:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Further extension of the call option granted to Moneybox Investments 156 (Pty) Ltd

2017/04/28
Further extension of the call option granted to Moneybox Investments 156 (Pty) Ltd Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code:...

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Further extension of the call option granted to Moneybox Investments 156 (Pty) Ltd Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') FURTHER EXTENSION OF THE CALL OPTION GRANTED TO MONEYBOX INVESTMENTS 156 (PTY) LTD At the General Meeting of shareholders of Keaton held on 30 October 2015 the Call Option Agreement ("the Agreement") entered into between Moneybox Investments 156 (Pty) Ltd ("Moneybox"), Keaton Mining (Pty) Ltd ("KM") and Keaton whereby a call option was granted to Moneybox to acquire the Labohlano Sale Equity held by Keaton, the KM Prospecting Rights and KM Reports held by KM, was approved. In terms of the Agreement, as amended on or about 30 January 2017, the agreed option period within which Moneybox had the right to exercise the call option, terminates at 23h59 on 30 April 2017. However, as provided for in terms of the Agreement, the parties have subsequently agreed in writing to extend the option period for a further period resulting in the option period now only terminating at 11h59 on 20 November 2017. This extension is subject to Moneybox preparing and submitting, on behalf of Keaton, a mining right application on or before 20 November 2017 Johannesburg 28 April 2017 Sponsor Investec Bank Limited Date: 28/04/2017 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Production update for the year ended 31 March 2017

2017/04/13
Production update for the year ended 31 March 2017 KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton...

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Production update for the year ended 31 March 2017 KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the Company") Production update for the year ended 31 March 2017 Keaton Energy has released the following production update for the financial year ended 31 March 2017 ahead of the release in June 2017 of the company's year-end results. The Lost Time Injury Frequency Rate (per 200 000 hours worked) for the year was 0.23 at Vanggatfontein (2016: 0.14) and zero at Vaalkrantz (2016: 0.06), although Vaalkrantz remains on care and maintenance. Vanggatfontein, the company's long-life open pit colliery near Delmas, sold 2 147 724t of washed 2- and 4-seam thermal coal to Eskom, 4% down on last year's production of 2 237 595t. Sales of 5-seam metallurgical coal were 35 961t (2016: 98 252t) reflecting the decision to use the plant for toll washing. A total of 206 334t was toll washed (2016: zero). As has been announced previously, Vaalkrantz is classified as an "asset held for sale". Coal sales for the year were negligible. Mandi Glad, Keaton CEO, said "The 2017 year ended with Vanggatfontein again underpinning the company with excellent results which we expect from this long-life quality asset. Although production was slightly off record levels due to the extremely wet weather during the last quarter, it was a pleasing result. Our Kwa-Zulu Natal anthracite operations are in the process of being sold with section 11 granted by the DMR on 27 March 2017. We anticipate the remaining CP's to be fulfilled within 30 days." The proposed acquisition of Keaton by Wescoal is following the regulatory processes. Communication to shareholders will follow in due course. The above information has not been reported on or reviewed by the Company's auditors. Johannesburg 13 April 2017 Sponsor Investec Bank Limited Date: 13/04/2017 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - Wescoal/Keaton Energy - pro forma effects, extensions to posting periods for circulars & withdrawal of cautionaries

2017/02/23
Wescoal/Keaton Energy - pro forma effects, extensions to posting periods for circulars & withdrawal of cautionaries WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number...

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Wescoal/Keaton Energy - pro forma effects, extensions to posting periods for circulars & withdrawal of cautionaries WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - PRO FORMA FINANCIAL EFFECTS RELATING TO THE FIRM INTENTION OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY EXTENSION OF THE POSTING PERIODS FOR THE CIRCULARS WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS 1. Introduction Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement ("Firm Intention Announcement") published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. As stated in the Firm Intention Announcement, the pro forma financial effects of (i) the Proposed Transaction on Wescoal, and (ii) the Scheme on Keaton Energy Shareholders (collectively, the "Pro Forma Financial Effects"), were not available at the time of publication of such announcement. Set out below are the Pro Forma Financial Effects. 2. Pro forma financial effects 2.1 Wescoal pro forma financial effects The table below sets out the pro forma financial effects of the Proposed Transaction on the published unaudited condensed consolidated interim results of Wescoal for the six months ended 30 September 2016 ("Wescoal's Interim Results"), after accounting for the recently concluded BEE transaction (comprising of a specific issue of Wescoal Shares for cash and the subscription by Wescoal for Class B Preference Shares in the BEE vehicle, "BEE SPV") ("BEE Transaction") for an effective holding of 59% in the total issued share capital of Wescoal. The pro forma financial effects have been prepared for illustrative purposes only and because of their pro forma nature, may not fairly present Wescoal's financial position, changes in equity, results of operations or cash flows, nor the effect and impact of the BEE Transaction and the Proposed Transaction going forward. The pro forma financial effects have been prepared using accounting policies that comply with International Financial Reporting Standards ("IFRS") and that are consistent with those applied in the published audited consolidated financial results of Wescoal for the year ended 31 March 2016. The pro forma financial effects are presented in accordance with the JSE Listings Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants and ISAE 3420: Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. The Wescoal Directors are responsible for the compilation, contents and preparation of the Wescoal pro forma financial effects. Their responsibility includes determining that the Wescoal pro forma financial effects have been properly compiled on the basis stated, which is consistent with the accounting policies of Wescoal and that the pro forma adjustments are appropriate for purposes of the pro forma financial information disclosed pursuant to the JSE Listings Requirements. Pro forma after the BEE Percentage Percentage Transaction change change (before the from(1) to (2) Pro forma after from(2) to (3) Before the BEE Proposed the Proposed Per Wescoal Share (cents) Transaction(1) Transaction)(2) (%) Transaction(3) (%) Basic earnings per Wescoal Share 27.56 (3.74) (113.6%) (9.23) (146.8%) Diluted earnings per Wescoal Share 27.54 (3.74) (113.6%) (9.23) (146.8%) Headline earnings per Wescoal Share 27.83 (3.57) (112.8%) (9.10) (154.9%) Diluted headline earnings per Wescoal Share 27.81 (3.57) (112.8%) (9.10) (154.9%) Net asset value per Wescoal Share 190.40 180.55 (5.2%) 183.26 1.5% Net tangible asset value per Wescoal Share 147.49 152.96 3.7% 152.32 (0.4%) Weighted average number of Wescoal Shares in issue ('000) 224,913 349,908 437,506 Weighted diluted number of Wescoal Shares in issue ('000) 225,084 350,079 437,677 Number of Wescoal Shares in issue ('000) 225,030 350,025 437,623 Notes and assumptions: 1. The Wescoal information reflected in the "Before the BEE Transaction" column has been extracted from Wescoal's Interim Results. BEE Transaction 2. The Wescoal information reflected in the "Pro forma after the BEE Transaction (before the Proposed Transaction)" column has been calculated on the basis that the BEE Transaction has been implemented. The effects on basic earnings, diluted earnings, headline earnings and diluted headline earnings per Wescoal Share are calculated on the basis that the BEE Transaction was effective 1 April 2016, while the effects on the net asset value and net tangible asset value per Wescoal Share are calculated on the basis that the BEE Transaction was effective 30 September 2016. a. The price at which the Wescoal Shares subscribed for by the BEE SPV was at a discount to the Wescoal Share price on 19 December 2016 (the effective date of the BEE Transaction). The "BEE discount" amounts to R82.3 million (with no tax effect) and is expensed in terms of IFRS 2: Share Based Payments. This charge represents the main reason for the reduction in pro forma earnings (equating to a reduction in earnings per Wescoal Share of 23.5 cents). b. The subscription by Wescoal for Class B Preference Shares in the BEE SPV is accounted for as a non-current receivable. c. The net proceeds from the BEE Transaction have initially been placed within existing short-term debt facilities until drawn down over a period of time for purposes of the intended use, including the funding of the Proposed Transaction as described in note 3.c below. The assumed interest saving has been limited to, and is based on, the actual interest incurred on short-term debt facilities during the six months ended 30 September 2016. d. Transaction costs (non-recurring) of R7.9 million relating to the BEE Transaction were capitalised to equity. Proposed Transaction 3. The Wescoal information reflected in the "Pro forma after the Proposed Transaction" column has been calculated on the basis that the Proposed Transaction has been implemented and that the Scheme and the Comparable Offer become operative and unconditional. The effects on basic earnings, diluted earnings, headline earnings and diluted headline earnings per Wescoal Share are calculated on the basis that the Proposed Transaction was effective 1 April 2016, while the effects on the net asset value an d net tangible asset value per Wescoal Share are calculated on the basis that the Proposed Transaction was effective 30 September 2016. a. The acquisition of Keaton Energy arising pursuant to the Proposed Transaction, including the Scheme and the Comparable Offer, is accounted for in terms of IFRS 3 (revised): Business Combinations, and consequently the results of Keaton Energy will be consolidated by Wescoal from the effective date of the Proposed Transaction when the Scheme and the Comparable Offer become operative and unconditional. b. The financial information for Keaton Energy is based on the reviewed condensed interim consolidated results for the six months ended 30 September 2016 ("Keaton Energy's Interim Results"), adjusted for discontinued operations, assets held for sale, once-off management severance payments as well as expensing exploration and evaluation expenditure in order to align with Wescoal's accounting policies. c. The assumed purchase consideration (which includes the impact of the Comparable Offer for accounting purposes) is settled as follows: - Share Component: the issue of 87 598 277 Consideration Shares at an assumed price of R2.51 per Consideration Share, being the share price of Wescoal on 1 February 2017, being the last practicable date prior to the Firm Intention Announcement (the assumed price of the Consideration Shares will be determined on the effective date of the Proposed Transaction and may differ from the assumptions underlying these pro forma effects). - Cash Component and the Comparable Offer: the Cash Component and the Comparable Offer will be funded through a combination of internal cash resources, debt facilities and the net proceeds from the BEE Transaction. d. The assumed purchase consideration for the Proposed Transaction has been assumed to be allocated between identifiable tangible and intangible assets and goodwill based on a provisional fair value allocation exercise in terms of IFRS3: Business Combinations. The identifiable tangible and intangible assets are assumed to be amortised over their respective useful lives as determ ined within the provisional fair value allocation exercise. The fair value exercise will need to be performed on the effective date of the Proposed Transaction and may differ from the assumptions underlying these pro forma effects. e. The assumed impact on net finance costs (totalling R20.1 million) has been calculated based on: - actual interest rates on short-term debt facilities (prime plus 0.5%, being 11.0%); and - cash placed on call (average rate of 7.53%) over six months, assuming the Cash Component and the Comparable Offer will be funded through a combination of internal cash resources, debt facilities and the net proceeds from the BEE Transaction. f. Transaction costs (non-recurring) of R38.7 million relating to the Proposed Transaction have been allocated as follows: - R34.4 million has been expensed (equating to a reduction in earnings per Wescoal Share of 7.9 cents); and - R4.3 million has been capitalised to equity. g. The assumed impact on net finance cost (as described in note 3.e above) together with the impact of transaction costs (as described in note 3.f above) represent the main reasons for the reduction in pro forma earnings. 2.2 Keaton Energy pro forma financial effects The summary pro forma financial effects of the Proposed Transaction on Keaton Energy Shareholders, for which the Keaton Energy Independent Board is responsible, are provided for illustrative purposes only to provide information about how the Proposed Transaction will affect the financial position of Keaton Energy Shareholders. Keaton Energy's Interim Results have been consolidated into Wescoal's Interim Results (refer to the table in 2.1 above) in order to produce pro forma financial information of the consolidated group ("Consolidated Group") after implementation of the Proposed Transaction. The pro forma financial effects on Keaton Energy Shareholders have been derived by multiplying the pro forma financial information of the Consolidated Group by the Switch Ratio applicable to the Share Component of the Offer Consideration, being 0.3 of a Wescoal Share for every one Keaton Energy Share held by Keaton Energy Shareholders. In order for a Keaton Energy Shareholder to assess the financial impact of the Proposed Transaction compared to their current Keaton Energy shareholding, the effect on (i) basic and diluted earnings per Keaton Energy Share and headline and diluted headline earnings per Keaton Energy Share of the Keaton Energy Shares exchanged for the Offer Consideration, and (ii) net asset value per Keaton Energy Share and net tangible asset value per Keaton Energy Share have been illustrated below. The pro forma financial information of the Consolidated Group has been prepared in accordance with IFRS and Wescoal's accounting policies. The pro forma financial information of the Consolidated Group has been prepared on the assumption that the Proposed Transaction became effective on 1 April 2016 for the statement of comprehensive income and 30 September 2016 in respect of the statement of financial position. Because of their nature, the pro forma financial effects may not give a fair presentation of Keaton Energy Shareholders' financial position and performance after the Proposed Transaction has been implemented. Before the Proposed After the Proposed Percentage change Transaction Transaction (%) (note 1) (notes 3, 4 and 5) Earnings per Keaton Energy Share (cents) 7.1 (2.77) (139.0%) Diluted earnings per Keaton Energy Share 7.1 (2.77) (139.0%) (cents) Headline earnings per Keaton Energy 7.1 (2.73) (138.5%) Share (cents) Diluted headline earnings per Keaton 7.1 (2.73) (138.5%) Energy Share (cents) Net asset value per Keaton Energy Share 158 56.18 (64.4%) (cents) (note 2) Net tangible asset value per Keaton Energy 158 46.89 (70.3%) Share (cents) (note 2) Weighted average number of shares in 291,994 437,506 issue (‘000) Weighted diluted number of shares in issue 292,423 437,677 ('000) Number of shares in issue (‘000) 291,994 437,623 Notes: 1. The financial information in the "Before the Proposed Transaction" column has been extracted without adjustment from Keaton Energy's Interim Results, except as discussed in note 2 below. 2. Keaton Energy's Interim Results have been adjusted as follows: a. Net asset value per Keaton Energy Share and net tangible asset value per Keaton Energy Share have been calculated using net asset value and net tangible asset value attributable to the owners of the company whereas Keaton Energy's Interim Results used the total net asset value i.e. including minority interests. The amount published was adjusted in order to be consistent with Wescoal's accounting policy of only using the value attributable to the owners of the company and in order to show the effect of the Proposed Transaction on a Keaton Energy Shareholder. b. Intangible assets as disclosed in Keaton Energy's Interim Results have been reclassified to tangible assets (Property, plant and equipment) in order to align with Wescoal's accounting policy. 3. For the purposes of calculating the "After the Proposed Transaction" pro forma earnings, diluted earnings, headline earnings and diluted headline earnings per Keaton Energy Share, net asset value and net tangible asset value per Keaton Energy Share and the effect thereof on a Keaton Energy Shareholder, it was assumed that: a. The Proposed Transaction became effective on 1 April 2016 for purposes of the statement of comprehensive income and on 30 September 2016 for purposes of the statement of financial position, which collectively comprises the pro forma financial information of the Consolidated Group set out in the table in 2.1 above. b. The pro forma financial effects on the Keaton Energy Shareholders, have been derived by multiplying the pro forma financial information of the Consolidated Group (set out in the table in 2.1 above) by the Switch Ratio applicable to the Share Component of the Offer Consideration, being 0.3 of a Wescoal Share for every one Keaton Energy Share held by Keaton Energy Shareholders. c. The pro forma financial effects on the Keaton Energy Shareholders have been derived by taking into consideration the Cash Component of the Offer Consideration, being R1.20 per Keaton Energy Share. 4. The weighted average number of shares in issue and the number of shares in issue is representative of the issued share capital of Wescoal after the implementation of the Proposed Transaction. 5. All adjustments, with the exception of transaction costs and the severance arrangements relating to Keaton Energy executives, are expected to have a continuing impact on the statement of comprehensive income. 3. Extension of the posting periods for the Wescoal Circular and the Scheme Circular 3.1 Wescoal Circular In terms of paragraph 9.20(b) of the JSE Listings Requirements, the Wescoal Circular must be posted to Wescoal Shareholders within 60 days from the date of publication of the Firm Intention Announcement. The aforementioned 60 day period will expire on Monday, 3 April 2017, for purposes of the Proposed Transaction. In terms of paragraph 9.20(b) of the JSE Listings Requirements, the "JSE may, in its sole discretion, extend this period provided there is sufficient justification to do so". Upon application to the JSE, the JSE has granted an extension to the aforementioned posting period, allowing the Wescoal Circular to be posted on or before 28 April 2017. 3.2 Scheme Circular In terms of regulation 102(2)(a) of the Companies Regulations, the Scheme Circular must be posted within (i) 20 business days after the date of publication of the Firm Intention Announcement, or (ii) such longer period allowed by the Executive Director, on good cause shown. Upon application to the TRP ("TRP Application Letter"), the Executive Director has granted an extension to the aforementioned posting period ("TRP Extension"), allowing the Scheme Circular to be posted on or before 28 April 2017. The TRP is of the view that, taking into consideration the reasons provided in the TRP Application Letter and section 119(6)(c) of the Companies Act, granting the TRP Extension is reasonable and justifiable in the circumstances having regard to the principles and purposes of Parts B and C of the Companies Act and Takeover Regulations. The TRP Extension has been provided by the TRP without considering the views of any other person who may have an interest in the Proposed Transaction taking into consideration regulation 118(4) of the Companies Regulations. Accordingly, it does not affect the rights and interests of such persons, and such persons may approach the TRP or the Takeover Special Committee and request a hearing in terms of the procedures laid out in the Companies Act relating to affected transactions, and the Companies Regulations. 4. Withdrawal of cautionary announcements Following the publication of the Pro Forma Financial Effects, the cautionary announcements published by (i) Keaton Energy on 24 November 2016, 11 January 2017 and 2 February 2017, and (ii) Wescoal on 2 February 2017, are hereby withdrawn and caution is no longer required to be exercised by Keaton Energy Shareholders and Wescoal Shareholders when dealing in their respective shares. 5. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 6. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 23 February 2017 Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Independent Reporting Accountant to Wescoal PricewaterhouseCoopers Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Independent Reporting Accountant to Keaton Energy KPMG Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 23/02/2017 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

WSL - WESCOAL HOLDINGS LIMITED - Wescoal/Keaton -Firm intention offer by Wescoal to acquire all the issued shares of Keaton energy and cautionary

2017/02/02
Wescoal/Keaton -Firm intention offer by Wescoal to acquire all the issued shares of Keaton energy and cautionary WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration...

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Wescoal/Keaton -Firm intention offer by Wescoal to acquire all the issued shares of Keaton energy and cautionary WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 ("Wescoal") KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 ("Keaton Energy") JOINT ANNOUNCEMENT - FIRM INTENTION OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY RENEWAL OF KEATON ENERGY'S CAUTIONARY ANNOUNCEMENT WESCOAL CAUTIONARY ANNOUNCEMENT 1. Introduction The respective boards of directors of Wescoal and Keaton Energy ("Wescoal Board" and "Keaton Energy Board", respectively) are pleased to announce that Wescoal has made an offer ("Offer") to Keaton Energy to acquire 100% of the issued ordinary share capital of Keaton Energy ("Offer Shares"). The Offer will be implemented by way of (i) a scheme of arrangement ("Scheme") in terms of section 114(1)(c) of the Companies Act 71 of 2008, as amended ("Companies Act"), to be proposed by the Keaton Energy Board between Keaton Energy and the holders of Keaton Energy ordinary shares ("Keaton Energy Shareholders") or (ii) if the Scheme fails, and Wescoal so elects, a general offer by Wescoal to Keaton Energy Shareholders to acquire the Offer Shares ("Standby Offer") (collectively, the "Proposed Transaction"). The Scheme will be subject to the fulfilment of the conditions set out in paragraph 7 below ("Scheme Conditions") and the Standby Offer will be subject to the fulfilment of the conditions set out in paragraph 11 below. In the event that: - the Scheme becomes operative, the listing of all of Keaton Energy's ordinary shares ("Keaton Energy Shares") on the Main Board of the JSE Limited ("JSE") will be terminated, and Keaton Energy Shareholders will be deemed to have disposed of all of the Offer Shares for the Scheme Consideration (defined in paragraph 2.1 below), thereby constituting Keaton Energy as a wholly- owned subsidiary of Wescoal; or - the Scheme fails and the Standby Offer is made, only Keaton Energy Shareholders who accept the Standby Offer will sell their Offer Shares to Wescoal for the Offer Consideration (defined in paragraph 2.1 below). Those Keaton Energy Shareholders who do not accept the Standby Offer will remain shareholders of Keaton Energy, which, if the delisting contemplated in paragraph 12 below is approved by Keaton Energy Shareholders, may be delisted from the JSE. In this regard, Wescoal has submitted a firm intention offer letter to Keaton Energy dated 2 February 2017 ("Firm Intention Offer Letter" or "Offer Letter") in relation to the Proposed Transaction, which letter was accepted and signed by Keaton Energy on 2 February 2017 ("Signature Date"). The purpose of this joint firm intention announcement ("Firm Intention Announcement") is to advise Keaton Energy Shareholders and Wescoal ordinary shareholders ("Wescoal Shareholders") of the terms and conditions of the Proposed Transaction. 2. Salient terms of the Offer 2.1 Scheme consideration If the Scheme becomes unconditional, the consideration payable by Wescoal to Keaton Energy Shareholders in terms of the Scheme will be R1.80 per Keaton Energy Share, representing approximately R525.59 million in total ("Scheme Consideration" or "Offer Consideration"). The Scheme Consideration will be settled partly in cash (R1.20 per Keaton Energy Share) ("Cash Component"), representing approximately R350.39 million and the remainder will be settled in Wescoal ordinary shares ("Wescoal Shares") ("Share Component"). The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Energy Share held ("Switch Ratio"), resulting in 87 598 277 new Wescoal Shares ("Consideration Shares") being issued to Keaton Energy Shareholders at an issue price of R2.00 per Consideration Share. Wescoal has sufficient authorised but unissued Wescoal Shares to settle the Share Component. On completion of the Scheme, Keaton Energy will become a wholly- owned subsidiary of Wescoal and be delisted from the JSE. The Scheme Consideration of R1.80 per Offer Share compared to the Keaton Energy Share price is as follows: Before Premium (Note 3) 30-day VWAP (cents) (Note 1) 134.41 33.92% Closing price (cents) (Note 2) 145.00 24.14% Notes: 1. The 30-day volume weighted average price ("VWAP") of a Keaton Energy Share traded on the JSE up to 1 February 2017, being the last business day immediately prior to the date of the Offer Letter. 2. The closing price of a Keaton Energy Share traded on the JSE as at 1 February 2017, being the last business day immediately prior to the date of the Offer Letter. 3. Using Wescoal's closing share price of R2.51 as at the trading day preceding this announcement and applying the Switch Ratio, the effective consideration per Keaton Energy Share is R1.953, a premium of 45.30% to the 30-day VWAP of a Keaton Energy Share up to 1 February 2017. The Scheme Consideration is determined on the basis that Keaton Energy will not issue any further shares, options or rights, other than those granted under the ESOPS (defined in paragraph 2.2 below) between the Signature Date and the Effective Date (defined in paragraph 7 below), or make any distributions after the date of this Firm Intention Announcement. Should Keaton Energy implement any such issue or make any distribution, the Scheme Consideration will be adjusted pro rata per Keaton Energy Share. 2.2 Comparable offer A comparable offer is also being made to all participants of the Keaton Energy Holdings Long-Term Performance Incentive Scheme (2007) and the Keaton Energy Holdings Limited 2013 Share Plan ("ESOPs"), as contemplated in Section 125(2) of the Companies Act read with Regulation 87(2) of the Companies Regulations, 2011 ("Companies Regulations"), subject to the successful completion of the Proposed Transaction ("Comparable Offer"). 2.3 Reciprocal break fee Each of Wescoal and Keaton Energy has undertaken to the other to pay a break fee equal to 1% of the Scheme Consideration if it breaches any material provision or material undertaking of the Offer and, if capable of remedy, fails to remedy that breach within the time period contemplated in the Offer Letter. 2.4 Source of funds The Cash Component of the Scheme Consideration and the Comparable Offer, as well as other expenses related to the Offer, will be funded by Wescoal through a combination of internal cash resources, debt facilities and the cash raised by Wescoal through its BEE transaction implemented in December 2016. 3. Nature of business 3.1 Wescoal Wescoal, through its subsidiaries, engages in mining, processing, supplying, selling, and distributing coal and coal-related products in South Africa. The Wescoal group operates through the following subsidiaries: 3.1.1 Wescoal Mining, which is responsible for the mining, processing, hauling of thermal coal by road and rail, drilling and exploration of own coal reserves and sale of thermal coal. Wescoal Mining owns and operates three thermal coal mines and a processing plant: - Elandspruit Colliery is Wescoal's flagship mine located on the old Witbank road in Emalahleni, Mpumalanga; - Intibane Colliery is located approximately 14km west of Ogies in Mpumalanga. Intibane is an open cast mine; - Khanyisa Colliery is currently non-operational as it was on care and maintenance for the majority of 2016 but it is intended to operate as both an open cast and underground mine. It is located approximately 10km west of Ogies in Mpumalanga; and - Wescoal Processing Plant is located close to Middelburg (Mpumalanga). It consists of a crushing section, drum, cyclone and fines treatment plants that can produce various grades of small nuts, peas, grains, duff and fine coal products. For further information on Wescoal's reserves and resources please refer to the most recent competent person's report on the Wescoal website (http://www.wescoal.co.za/our- business/resources-statement.php). 3.1.2 Wescoal Trading, which is responsible for buying, transporting and selling metallurgical coal and anthracite to various domestic customers. For this purpose, it operates depots in Gauteng, the Western Cape and KwaZulu-Natal. Some of Wescoal Mining's production is sold via Wescoal Trading to non-Eskom clients. Wescoal also provides logistical requirements for the sourcing, distribution and delivery of coal products to the general industry. It sources and supplies coal to clients in the local industry, including the power generation, manufacturing, and petro-chemicals sectors. Wescoal also supplies some coal into the thermal coal export market. Wescoal Shares have been listed on the JSE in the "Mining - Coal" sector since 1 April 2005. 3.2 Keaton Energy Keaton Energy is a leading South African junior coal miner, with its shares listed on the JSE in the "Mining - Coal" sector since 22 April 2008. The Keaton Energy group operates through the following subsidiaries: 3.2.1 Keaton Mining The Vanggatfontein Colliery, situated 16km south-east of Delmas in Mpumalanga, comprises a contractor-operated opencast mine which delivers 5, 4 and 2 seam run of mine coal to Keaton Energy's two coal handling and processing plants - a 100 tonnes per hour ("tph") 5 seam plant and a 500tph 2 and 4 seam plant. Both plants are owned by Keaton Mining but operated by a specialist contractor. The 2 and 4 seam products are trucked and/or railed to Eskom and the 5 seam plant is currently utilised to fulfil a 12-month toll washing contract. 3.2.2 Neosho Trading 86 The Moabsvelden project is located approximately 15km east of the town of Delmas, Mpumalanga on the western edge of the Witbank Coalfield hosting the typical 5 to 1 coal seams, top to bottom sequence. In February 2014 Keaton Energy acquired 100% of the issued shares in Xceed Resources Limited, a company then listed on the Australian Stock Exchange. As a result of this transaction Neosho Trading 86 became a 74% held subsidiary of Keaton Energy, with the remaining 26% being held by three HDSA individuals. The Moabsvelden Mining Right covers an area of 250 hectares, with an expected 16-year life of mine. Due to its proximity to the Vanggatfontein operations, Moabsvelden will be operated as a satellite pit of the existing Vanggatfontein Colliery. Moabsvelden was awarded its Integrated Water Use License in October 2016. 3.2.3 Leeuw Mining and Exploration Vaalkrantz Colliery, whose disposal is subject to section 11 Ministerial consent, was placed on care and maintenance on 1 May 2016. Vaalkrantz Colliery produced anthracite for domestic and international customers. 3.2.4 Leeuw Braakfontein The Braakfontein thermal coal project, held by Leeuw Braakfontein Colliery is situated 10 km south-east of Newcastle, KwaZulu-Natal. Leeuw Braakfontein Colliery, a wholly-owned subsidiary of Leeuw Mining and Exploration, was specifically excluded from the disposal of Leeuw Mining and Exploration. Leeuw Braakfontein Colliery will be unbundled from Leeuw Mining and Exploration thus becoming a direct subsidiary of Keaton Energy once the disposal is finalised. 4. Wescoal's rationale for the Proposed Transaction The Wescoal Board and management are committed to growing the asset base and earnings of Wescoal, whilst driving shareholder value. The implementation of the BEE transaction in December 2016 saw an injection of approximately R178 million in fresh equity, thereby significantly strengthening the equity capitalisation and liquidity of Wescoal. Wescoal indicated that the proceeds of the BEE transaction would be used to fund the organic (capital expenditure projects) and/or inorganic (asset and business acquisitions) growth plans which included, inter alia, the acquisition of businesses or controlling stakes in identified listed mining companies. Management of Wescoal, having identified Keaton Energy as a potential acquisition target, has over a period of time been engaging with Keaton Energy with respect to the implementation of the Proposed Transaction. Below are some of the key benefits that the acquisition of Keaton Energy presents to Wescoal and its shareholders: 4.1 Diverse asset and shareholder base - Access to a business with long-life core assets (some already producing) with a large resource base and infrastructure - Access to a business with a strong pipeline of projects offering further greenfield upside and potential exposure to export markets - Post-acquisition of Keaton Energy, Wescoal will have a diverse asset base which spans operating, development, exploration and trading mining activities - Wescoal will be diversified in terms of product offering and geographical footprint with an attractive growth profile - Wescoal will have a significantly increased shareholder base and market capitalisation with improved price and liquidity 4.2 Economies of scale - Opportunity to leverage overheads and lower fixed unit costs across businesses - Cost savings will be achieved from the potential rationalisation of Keaton Energy and Wescoal head offices - Financial and operating efficiencies are expected as a result of having one listed entity - Reduction in administrative costs which include, inter alia, listing fees, audit fees, financial statement preparation costs and JSE continuing obligations 4.3 Scale of production and size - Ownership of low-cost, long-life core assets with a large resource base and significant infrastructure - Increased resource base for Eskom supply and potentially for export market - Further greenfield upside offering inherent in the Keaton Energy pipeline 4.4 Balance sheet and free cash generation - Opportunity to restructure and consolidate debt funding with potential savings realised - Wescoal will benefit from a higher degree of coal price leverage with respect to large customers - Enhanced ability to raise funding and/or fund pipeline and acquisition assets from a larger pool of operating cash flows post the Proposed Transaction 4.5 Management - Keaton Energy's operations will continue to be run by skilled operational management with track records and brand equity - The Proposed Transaction will bolster Wescoal management's track record of structuring and securing value-accretive acquisitions The Wescoal Board and management team believe that the Proposed Transaction is a significant step towards realising their vision of creating a truly South African mid-tier coal producer that is majority black-owned. Wescoal will continue to set its sights on being a key player in the consolidation of the South African junior coal mining sector as a means to grow the company significantly. 5. Keaton Energy's rationale for the Proposed Transaction Subject to receiving and evaluating the content of the Independent Expert's Report (defined in paragraph 6.3 below), the Keaton Energy Board's preliminary view is that the Offer represents a compelling proposition and attractive opportunity for the Keaton Energy Shareholders to realise value. Applying Wescoal's closing share price of R2.51 (as per the trading day preceding this announcement) to the Switch Ratio, combined with the R1.20 cash consideration per Keaton Energy Share, the effective consideration amounts to R1.953 per Keaton Energy Share and represents a premium of 45.30% to the 30-day VWAP of Keaton Energy Shares up to 1 February 2017. 6. Conditions to the posting of the circular to Keaton Energy Shareholders ("Scheme Circular") The posting of the Scheme Circular to Keaton Energy Shareholders will be subject to the fulfilment, or waiver, as the case may be, of the following conditions by not later than 23:59 on the 60th day after the Signature Date (or, to the extent applicable, such earlier date stated below): 6.1 by not later than 23:59 on the 30th business day after the Signature Date, the severance arrangements relating to specified Keaton Energy executives (being limited to Mandi Glad and Jacques Rossouw) have been entered into by all of the parties thereto, providing for the severance of such executives with effect from the Effective Date (defined in paragraph 7 below) and otherwise strictly in accordance with the terms of their respective current employment contracts; 6.2 by not later than 23:59 on the 30th business day after the Signature Date, the participants of the ESOPs have agreed in writing to waive all their rights (including such future rights as they may be granted prior to the Effective Date, defined in paragraph 7 below) (whether in the form of options, share appreciation rights, restricted shares, performance shares or bonus awards) under the ESOPs in return for a payment by Wescoal in respect of the waiver of each right, equal to the difference between the strike price of each option or other right and R1.80; 6.3 the Independent Expert, as defined in paragraph 13 below, has delivered a report to the Keaton Energy Independent Board ("Independent Expert Report"); 6.4 the Scheme Circular has been approved by the JSE and the TRP; 6.5 the circular to Wescoal Shareholders ("Wescoal Circular") has been approved by the JSE; and 6.6 any exchange control approval which might be required in relation to the Proposed Transaction, has/have been duly obtained in writing. The conditions in paragraphs 6.1 and 6.2 have been inserted for the benefit of Wescoal, which it will be entitled to waive in whole or part. The remaining conditions in this paragraph 6 are not capable of being waived. 7. Scheme Conditions In terms of the Offer Letter, the Scheme will be subject to the fulfilment or waiver, as the case may be, of the following conditions by not later than 23:59 on the date which is 180 days after the Signature Date ("Long Stop Date") (or such later date as may be agreed between Wescoal and Keaton Energy and notified to all Keaton Energy Shareholders and Wescoal Shareholders): 7.1 as required in terms of the Listings Requirements of the JSE ("JSE Listings Requirements"), the Wescoal Shareholders have approved the Proposed Transaction; 7.2 the JSE has approved the listing of the Consideration Shares; 7.3 a special resolution ("Scheme Special Resolution") has been passed at the meeting convened by Keaton Energy ("Scheme Meeting"), by the requisite majority of Keaton Energy Shareholders and (i) to the extent required in terms of section 115(3) of the Companies Act, the implementation of the Scheme Special Resolution is approved by the Court, and (ii) if applicable, Keaton Energy has not elected to treat the Scheme Special Resolution as a nullity in terms of section 115(5) of the Companies Act; 7.4 if the Scheme Special Resolution has been passed at the Scheme Meeting by the requisite majority of Keaton Energy Shareholders and any person who voted against the Scheme Special Resolution applies to the Court within 10 business days after the vote for a review of the Proposed Transaction in accordance with the requirements of section 115(3)(b) of the Companies Act, (i) no leave is granted by the Court to such person to apply to the Court for a review of the Proposed Transaction in accordance with the requirements of section 115(7) of the Companies Act, or (ii) if leave is granted by the Court to apply to the Court for a review of the Proposed Transaction in accordance with the requirements of section 115(6) of the Companies Act, the Court has not set aside the Scheme Special Resolution in terms of section 115(7) of the Companies Act; 7.5 within the time period prescribed in section 164(7) of the Companies Act, Keaton Energy Shareholders have not exercised the rights afforded to shareholders in terms of section 164 of the Companies Act ("Appraisal Rights") in respect of more than 10% of all the Offer Shares; 7.6 the disposal by Keaton Energy of the entire issued share capital of Leeuw Mining and Exploration Proprietary Limited (provided that the entire issued share capital of Leeuw Braakfontein Colliery Proprietary Limited is unbundled by way of a distribution prior to the disposal) and Amalahle Exploration Proprietary Limited have been implemented by Keaton Energy in accordance with their terms; 7.7 if the proposed amendments to section 11 of the Minerals and Petroleum Resources Development Act 28 of 2002 ("MPRDA") come into force and effect prior to the date on which all of the Scheme Conditions (other than this Scheme Condition) are fulfilled or waived, as the case may be, and to the extent necessary, any confirmation or approval which might be required in terms of the MPRDA from the Minister of Mineral Resources has been obtained; 7.8 the Proposed Transaction has been unconditionally approved by the relevant competition authorities, or conditionally approved on terms and conditions acceptable to the affected party; and 7.9 the TRP has issued a compliance certificate in respect of the Proposed Transaction. The conditions in paragraphs 7.5 and 7.6 have been inserted for the benefit of Wescoal, which it will be entitled to waive in whole or part. The condition in paragraph 7.4 has been inserted for the benefit of Wescoal and Keaton Energy, who will be entitled to waive fulfilment of the said condition, in whole or in part, prior to 23:59 on the Long Stop Date, if the Court approves the Scheme Special Resolution in terms of section 115(3) of the Companies Act. The remaining conditions in this paragraph 7 are not capable of being waived. The effective date of the Scheme will be the 3rd business day after the last of the Scheme Conditions set out above is fulfilled or waived ("Effective Date") and the Scheme will be implemented at the earliest date after the Effective Date. 8. Category 1 acquisition for Wescoal In terms of the JSE Listings Requirements, the Proposed Transaction is classified as a Category 1 transaction for Wescoal and accordingly requires Wescoal Shareholder approval. The net asset value of Keaton Energy as at 30 September 2016 was R515.9 million and the net profit after tax attributable to Keaton Energy Shareholders for the six months ended 30 September 2016 was R20.8 million. 9. Key shareholder support 9.1 Keaton Energy irrevocable undertakings Wescoal does not currently hold, directly or indirectly, any beneficial interest in Keaton Energy, nor does it hold any option to purchase any beneficial interest in Keaton Energy. Wescoal has received irrevocable undertakings from the following Keaton Energy Shareholders to vote in favour of the Scheme or to accept the Standby Offer (as per paragraph 11 below) ("Keaton Energy Irrevocable Undertakings"), which shareholders hold 77.24% of the Offer Shares: Keaton Energy Shareholder Number of Percentage Offer Shares of Offer held Shares Plusbay Limited 78 476 411 26.88% Pouroulis family holding 77 113 142 26.41% Rutendo Holdings Proprietary Limited 69 940 074 23.95% Total 225 529 627 77.24% The Keaton Energy Irrevocable Undertakings shall be binding and may not be withdrawn until the Long Stop Date, provided that such undertakings shall terminate automatically and with immediate effect upon the earlier of: 9.1.1 the date on which the Offer terminates and/or Wescoal indicates in a written notice or public announcement that the Offer is no longer being proceeded with or capable of implementation; or 9.1.2 the date on which a firm intention to make an offer ("Superior Offer") for the entire issued share capital of Keaton Energy not already held by the applicable offeror has been communicated to Keaton Energy (as contemplated in regulation 101(1) of the Companies Regulations), which is reasonably capable of implementation and which: ? provides for a total consideration per Keaton Energy Share equal to, or more than, the sum of (i) R1,20 and (ii) the 30-day VWAP per Wescoal Share as at the date of receipt of the Superior Offer multiplied by a factor of 0.3, with R1,20, or more, of which to be settled in cash; or ? provides for a total consideration per Keaton Energy Share equal to, or more than, R1,90, with R1,40, or more, of which to be settled in cash. 9.2 Wescoal irrevocable undertaking Wescoal has received an irrevocable undertaking from the following Wescoal Shareholder to vote in favour of the resolutions necessary to implement the Proposed Transaction, which shareholder holds 58.93% of the Wescoal Shares in issue: Percentage Number of Wescoal Shareholder of Wescoal Wescoal Shares in Shares held issue K2016316243 (South Africa) Proprietary Limited 213 628 122 58.93% 10. Guarantees and confirmations to the TRP Wescoal has delivered to the TRP an irrevocable, unconditional bank guarantee issued by Investec Bank Limited, for the maximum possible Cash Component of the Scheme Consideration in compliance with regulations 111(4) and 111(5) of the Companies Regulations published in terms of sections 120 and 223 of the Companies Act. 11. Standby Offer Wescoal will (if it so elects), as a Standby Offer, in terms of section 117(1)(c)(v) of the Companies Act, if the Scheme Circular is not posted or the Scheme is not implemented, at any time prior to the Long Stop Date offer to purchase the Offer Shares held by the Keaton Energy Shareholders on the same terms and conditions as would have been applicable to the Scheme. The Standby Offer is subject to the same conditions detailed in paragraph 7 above which, as at the date of failure of the posting of the Scheme Circular or implementation (save for the Scheme Conditions in paragraphs 7.3, 7.4 and 7.5 above), have yet to be fulfilled or waived, as the case may be. The Standby Offer shall, unless Wescoal determines otherwise, only become operative if Keaton Energy Shareholders (i) holding at least 50.1% of the Offer Shares have delivered written acceptances of the Standby Offer, and (ii) have approved, by a resolution passed by a simple majority, the delisting of Keaton Energy from the JSE. 12. Termination of the Keaton Energy listing Following implementation of the Proposed Transaction, application will be made to the JSE to terminate the listing of the Keaton Energy Shares on the JSE. 13. Recommendations and fair and reasonable opinion Keaton Energy has convened its independent board, comprised of Messrs LX Mtumtum, OP Sadler and D Salter ("Keaton Energy Independent Board"), to consider the terms and conditions of the Proposed Transaction and the Comparable Offer. The Keaton Energy Independent Board will appoint an independent expert ("Independent Expert"), as required in terms of section 114(2) of the Companies Act and as contemplated in regulations 87(5) and 110 of the Companies Regulations, to provide it with external advice in relation to the Proposed Transaction and the Comparable Offer, respectively, and to make appropriate recommendations to the Keaton Energy Independent Board in the form of a fair and reasonable opinion. The Wescoal Board intends, based on the information currently available to it, to make a recommendation to Wescoal Shareholders to vote in favour of the resolutions to be proposed at the Wescoal general meeting ("Wescoal General Meeting") to give effect to the Proposed Transaction. 14. Documentation Details of the Proposed Transaction will be included in the Wescoal Circular, which will contain, inter alia, a notice of the Wescoal General Meeting and a form of proxy. The Wescoal Circular is expected to be posted to Wescoal Shareholders in due course. Details of the Scheme and the Standby Offer will be included in the Scheme Circular, which will contain, inter alia, details of the Proposed Transaction, a notice of the Scheme Meeting, a form of proxy, a form of surrender and transfer and Standby Offer form. The Scheme Circular is expected to be posted to Keaton Energy Shareholders in due course. The salient dates and times pertaining to the Proposed Transaction will be released on SENS and published in the press at the time of posting of the abovementioned circulars. 15. Cautionary announcements As the pro forma financial effects of (i) the Proposed Transaction on Wescoal, and (ii) the Scheme on Keaton Energy Shareholders, have not yet been published: 15.1 Wescoal Shareholders are advised to exercise caution when dealing in their shares; and 15.2 Keaton Energy Shareholders are advised to continue to exercise caution when dealing in their shares, until such time as the aforementioned pro forma financial effects are published. 16. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the importance of the information. 17. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 2 February 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited There will be a Wescoal Shareholders' conference call on Friday, 3 February at 12:00 For further information please call Jacques de Bie, Singular Systems IR on 082 691 5384 Date: 02/02/2017 05:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Extension of the call option granted to Moneybox Investments 156 (Pty) Ltd

2017/01/30
Extension of the call option granted to Moneybox Investments 156 (Pty) Ltd Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN...

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Extension of the call option granted to Moneybox Investments 156 (Pty) Ltd Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') EXTENSION OF THE CALL OPTION GRANTED TO MONEYBOX INVESTMENTS 156 (PTY) LTD At the General Meeting of shareholders of Keaton held on 30 October 2015 the Call Option Agreement ("the Agreement") entered into between Moneybox Investments 156 (Pty) Ltd ("Moneybox"), Keaton Mining (Pty) Ltd ("KM") and Keaton whereby a call option was granted to Moneybox to acquire the Labohlano Sale Equity held by Keaton, the KM Prospecting Rights and KM Reports held by KM, was approved. In terms of the Agreement the agreed option period within which Moneybox had the right to exercise the call option, terminates on 23h59 31 January 2017. However as provided for in terms of the Agreement ,the parties have subsequently agreed in writing to extend the option period for a further three months resulting in the option period now only terminating at 11h59 on 30 April 2017. Johannesburg 30 January 2017 Sponsor Investec Bank Limited Date: 30/01/2017 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Keaton Energy Q3 production update

2017/01/18
Keaton Energy Q3 production update Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') Keaton Energy Q3...

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Keaton Energy Q3 production update Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') Keaton Energy Q3 production update Keaton Energy has released the following production update for the quarter ended 31 December 2016. The safety performance at Vanggatfontein improved from a LTIFR of 0.46 in Q2 FY17 to a LTIFR of 0.31 in Q3 FY17. Vaalkrantz reported a LTIFR of zero (Q2 FY17: zero), although it remains on care and maintenance. Vanggatfontein achieved record cash generation from operations in December and a consistent third quarter with Eskom thermal coal sales of 531 386t (Q3 FY16: 544 237t). The production of 5-seam metallurgical coal was stopped during the quarter (Q3 FY16 sales: 18 456t) due to poor market conditions with more profitable alternatives for utilising the 5-seam plant initiated, including the commencement of a 12-month toll washing contract. Toll washed product totalled 69 513t (Q3 FY16: zero) and discard, slurry and associated sales were 224 879t (Q3 FY16: 49 618t). Vaalkrantz remains on care and maintenance awaiting Section 11 Ministerial Consent for its sale. Mandi Glad, Keaton CEO, said "Section 11 consent was applied for on 9 May 2016. It is disappointing to note that this has still not been granted notwithstanding the new owner's commitment and ability to re-open the colliery and generate much-needed employment opportunities in an already deprived area." Glad added "As is usual, our long life Vanggatfontein colliery has performed consistently and continues to generate excellent production and cash flow numbers. Growth via the adjacent Moabsvelden remote pit remains a high priority for the group in the short term." Johannesburg 17 January 2017 Sponsor Investec Bank Limited Date: 18/01/2017 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Renewal of cautionary announcement

2017/01/11
Renewal of cautionary announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY...

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Renewal of cautionary announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY ANNOUNCEMENT Keaton shareholders are referred to the cautionary announcements released on SENS on 24 November 2016 relating to the receipt of non-binding expressions of interest from various parties for the possible acquisition of the entire issued share capital of the company. The non-binding expressions of interests are still in the process of being considered. Accordingly, Keaton shareholders are advised to continue exercising caution when dealing in Keaton shares until a further announcement is made in this regard. Johannesburg 11 January 2017 Sponsor Investec Bank Limited Date: 11/01/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Reviewed condensed interim consolidated results for the six months ended 30 September 2016

2016/11/28
Reviewed condensed interim consolidated results for the six months ended 30 September 2016 Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number:...

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Reviewed condensed interim consolidated results for the six months ended 30 September 2016 Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or "the company" or "the group") Reviewed condensed interim consolidated results for the six months ended 30 September 2016 Preparation of condensed interim consolidated financial statements The condensed interim consolidated financial statements for the six months ended 30 September 2016 have been reviewed in terms of the Companies Act of South Africa. Their preparation was supervised by the Chief Financial Officer, Jacques Rossouw, a Chartered Accountant (SA). The directors of the company take responsibility for these results. The condensed interim consolidated financial statements were published on 28 November 2016 and can be found on the company's website. Salient features - Revenue from continuing operations R580 million (1H FY16 - R563 million) - R63 million debt repaid - HEPS from continuing operations 13 cents per share up from 2.6 cents - Operating profit from continuing operations of R78 million (1H FY16 - R59 million) - Integrated Water Use Licence granted for Moabsvelden - R31 million gain on conclusion of a settlement agreement with the IDC - Total borrowings decreased by R82 million Commentary Dear shareholder The six months ended 30 September 2016 (the period or 1H FY17) were characterised by continued steady-state operations at Vanggatfontein and the placing of loss making Vaalkrantz Colliery on care and maintenance from 1 May 2016 whilst awaiting section 11 ministerial consent for its disposal. Following the end of the reporting period, the Moabsvelden Project was finally awarded its Integrated Water Use Licence. The significant recovery in global coal prices has given the group flexibility to pursue alternative options in respect of the Moabsvelden offtake. Safety Safety remains a management focus area and Keaton continues to strive for a zero-harm environment at all operations. Safety statistics are released quarterly. During Q2 FY17, Vanggatfontein reported an improved progressive rolling LTIFR per 200 000 man hours worked of 0.46 (Q1 FY17: 0.92) and Vaalkrantz a LTIFR of 0.00 (Q1 FY17: 0.01). However, this operation was placed on care and maintenance on 1 May 2016 and thus the numbers are not comparable. Operational review Vanggatfontein delivered 1.139Mt of washed 2 and 4-Seam thermal coal to Eskom (1H FY16: 1.192Mt), a decrease of 52 372t or 4%. Temporary pit sequencing constraints were largely responsible for the decrease in Eskom sales. 5-Seam metallurgical coal sales decreased 36% over the comparable period to 35 961t from 56 156t in line with the geological model. Discard and slurry sales were 242 415t (1H FY16: 17 704t). Group financial performance During the six months, Vanggatfontein generated revenue of R434.6 million from coal sales (1H FY16: R453.5 million). The decrease in revenue was as a result of reduced 5-Seam and Eskom sales volumes. The reduced Eskom sales were however offset by the annual contractual price adjustment. Transport revenue for the period was R145.8 million (1H FY16: R109.8 million) as a result of longer delivery distances. Transport cost paid to suppliers similarly increased. The gross profit from continuing operations was R89.5 million or 15% of revenue (1H FY16: R119.2 million or 21% of revenue). The decrease was as a result of the reduced 5-Seam sales discussed above, a decrease in yields achieved on the Eskom product and a higher than planned strip ratio. Other income of R31.7 million for the six months is mainly attributable to the recognition of a once-off credit of R30.8 million after concluding a settlement agreement with the Industrial Development Corporation (IDC). The company reached an agreement with the IDC on 31 August 2016 to acquire their preference shares in LME for R8.8 million in full and final settlement of the preference share liability of R39.6 million. Net profit before taxation from continuing operations was R50.4 million (1H FY16: R33.8 million). Earnings and headline earnings per share from continuing operations were 13.0 cents (1H FY16: 2.6 cents). Cash and cash equivalents, which includes discontinued operations, decreased by R14.6 million during the six months to R34.3 million. Operations generated net cash of R228.3 million (1H FY16: R307.4 million). The main reason for the decrease of R79.1 million is the decrease in gross profit explained above. Investing activities utilised cash of R190.5 million during the six months (1H FY16: R277.5 million). This is mainly due to additions to property, plant and equipment of R200.1 million (1H FY16: R241.5 million) primarily spent on ongoing mine development at Vanggatfontein. This was offset by a net withdrawal from restricted cash/investments of R9.3 million (1H FY16: R9.9 million). Financing activities utilised cash of R52.4 million during the six months (1H FY16: R34.1 million), due to borrowings of R54.4 million (1H FY16: R34.1 million) being repaid, offset by an additional drawdown of R2 million on the Investec Bank Limited working capital facility (1H FY16: Rnil). Coal Resource and Coal Reserve statement Other than normal coal depletion as a result of mining activities during the six months to 30 September 2016, there were no significant changes to the previously reported group Coal Resource and Reserve estimates as reported in the 31 March 2016 Integrated Annual Report. Looking ahead In the short term, our growth focus will be on securing both an offtake agreement and development funding for the Moabsvelden Project along with obtaining the long awaited section 11 consent for the LME transaction. Our operational focus will remain on ensuring Vanggatfontein's consistent performance. With the pending attractive Vanggatfontein/Moabsvelden expansion and a significantly simplified and lean corporate structure we are well placed for the future. On behalf of the Board David Salter Mandi Glad Non-Executive Chairman Chief Executive Officer Bryanston 25 November 2016 Condensed interim consolidated statement of profit or loss and other comprehensive income Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 R'000 Notes (Reviewed) (Reviewed) (Audited) CONTINUING OPERATIONS Revenue 2 580 405 563 286 1 032 080 Cost of sales (490 861) (444 054) (868 777) Gross profit 2 89 544 119 232 163 303 Other income 3 31 750 626 41 192 Mining and related expenses (20 332) (10 758) (181 966) Administrative expenses (22 630) (50 309) (139 036) Operating profit/(loss) before net finance cost 78 332 58 791 (116 507) Net finance cost (27 889) (24 953) (54 160) Finance income 2 165 1 557 4 046 Finance cost (30 054) (26 510) (58 206) Net profit/(loss) before taxation 50 443 33 838 (170 667) Income taxation (expense)/credit 4 (12 191) (24 319) 2 168 Net profit/(loss) from continuing operations 38 252 9 519 (168 499) DISCONTINUED OPERATIONS Loss from discontinued operations, net of taxation 5 (17 240) (106 461) (128 776) Net profit/(loss) for the period 21 012 (96 942) (297 275) Other comprehensive income Items that may be reclassified to profit or loss Foreign currency translation reserve gain 106 249 1 841 Total comprehensive income 21 118 (96 693) (295 434) Net profit/(loss) attributable to: Owners of the company 20 835 (66 252) (250 588) Non-controlling interest 177 (30 690) (46 687) 21 012 (96 942) (297 275) Total comprehensive income attributable to: Owners of the company 20 941 (66 003) (248 747) Non-controlling interest 177 (30 690) (46 687) 21 118 (96 693) (295 434) Earnings per share Basic earnings per share (cents) 6 7.1 (29.4) (99.7) Diluted earnings per share (cents) 6 7.1 (29.4) (99.7) Earnings per share - continuing operations Basic earnings per share (cents) 6 13.0 2.6 (62.2) Diluted earnings per share (cents) 6 13.0 2.5 (62.2) Condensed interim consolidated statement of financial position At At At 30 September 31 March 30 September 2016 2016 2015 R'000 Notes (Reviewed) (Audited) (Reviewed) ASSETS Property, plant and equipment 7 646 280 668 297 691 106 Intangible assets 503 665 504 568 662 808 Investments and loans 5 221 5 221 5 216 Restricted cash 7 423 7 423 10 986 Restricted investments 30 326 35 226 32 616 Total non-current assets 1 192 915 1 220 735 1 402 732 Restricted cash - 4 168 - Inventory 34 394 36 651 49 230 Trade and other receivables 128 564 105 149 102 002 Taxation - 917 898 Cash and cash equivalents 34 251 43 379 58 249 Assets held-for-sale 8 63 056 83 812 120 281 Total current assets 260 265 274 076 330 660 Total assets 1 453 180 1 494 811 1 733 392 EQUITY Stated capital 850 051 850 051 701 977 Share-based payment reserve 35 616 33 665 29 567 Other reserves 21 031 20 925 19 334 Accumulated loss (444 975) (465 810) (54 903) Total equity attributable to owners of the company 461 723 438 831 695 975 Non-controlling interest 54 189 54 012 7 621 Total equity 515 912 492 843 703 596 LIABILITIES Borrowings 9 183 128 189 605 228 796 Mine closure and environmental rehabilitation provision 264 161 263 472 238 104 Vendor liability 31 769 30 226 30 987 Deferred taxation 130 810 124 275 153 475 Deferred income - - 5 418 Total non-current liabilities 609 868 607 578 656 780 Borrowings 9 125 913 201 682 111 552 Trade and other payables 129 341 106 183 145 423 Taxation 7 793 2 732 - Liabilities held-for-sale 8 64 353 83 793 116 041 Total current liabilities 327 400 394 390 373 016 Total equity and liabilities 1 453 180 1 494 811 1 733 392 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Condensed interim consolidated statement of changes in equity Total (Accu- equity Share- mulated attributable Non- based loss)/ to owners controlling Stated payment Other retained of the interest Total R'000 capital reserve reserves earnings company (NCI) equity Balance at 31 March 2015 692 929 26 546 19 085 103 073 841 633 (3 375) 838 258 Net loss for the period - - - (66 252) (66 252) (30 690) (96 942) Other comprehensive income for the period - - 249 - 249 - 249 Transactions with owners of the company recognised directly in equity Ordinary shares issued 9 048 - - - 9 048 - 9 048 Share-based payments - 3 021 - - 3 021 - 3 021 Change in ownership interest in subsidiaries - - - (91 724) (91 724) 41 686 (50 038) Balance at 30 September 2015 701 977 29 567 19 334 (54 903) 695 975 7 621 703 596 Balance at 31 March 2016 850 051 33 665 20 925 (465 810) 438 831 54 012 492 843 Net profit for the period - - - 20 835 20 835 177 21 012 Other comprehensive income for the period - - 106 - 106 - 106 Transactions with owners of the company recognised directly in equity Share-based payments - 1 951 - - 1 951 - 1 951 Balance at 30 September 2016 850 051 35 616 21 031 (444 975) 461 723 54 189 515 912 Condensed interim consolidated statement of cash flows Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 R'000 (Reviewed) (Reviewed) (Audited) Cash flows from operating activities(1) 228 302 307 397 470 184 Cash flows from investing activities(2) (190 468) (277 523) (404 356) Cash flows from financing activities(3) (52 440) (34 102) (89 489) Net decrease in cash and cash equivalents (14 606) (4 228) (23 661) Cash and cash equivalents at the beginning of the period 48 885 72 546 72 546 Cash and cash equivalents at the end of the period 34 279 68 318 48 885 (1) Operations generated net cash of R228.3 million during the six months (30 September 2015: R307.4 million) after taking net finance cost of R7.4 million (30 September 2015: R13.2 million) into account. Refer to note 2 for additional information regarding the reasons for the decrease in cash generated by operations. (2) Investing activities utilised cash of R190.5 million during the six months (30 September 2015: R277.5 million). This is mainly due to cash additions to property, plant and equipment of R200.1 million (30 September 2015: R241.5 million) which was offset by a net withdrawal from restricted cash/investments of R9.3 million (30 September 2015: R9.9 million). (3) Financing activities utilised cash of R52.4 million during the six months (30 September 2015: R34.1 million). This is mainly due to borrowings repaid of R54.4 million (30 September 2015: R34.1 million) which was offset by an additional drawdown of R2 million on the Investec Bank Limited working capital facility (30 September 2015: Rnil). Segment report Revenue Operating profit/(loss) before depreciation/amortisation Six months ended Year ended Six months ended Six months ended Year ended Six months ended R'000 30 September 2016 31 March 2016 30 September 2015 30 September 2016 31 March 2016 30 September 2015 Vanggatfontein Colliery(1)(4) 580 405 1 032 080 563 286 285 766 620 228 343 875 Vaalkrantz Colliery(1)(5)(7) 18 626 176 822 103 082 (16 574) (138 870) (113 842) Sterkfontein Project - - - - - - Keaton Energy Holdings Limited(2) 61 784 130 082 52 260 7 884 (169 248) (84 520) Keaton Administrative and Technical Services Proprietary Limited(2) 18 174 35 621 24 255 2 673 (9 378) (2 151) Leeuw Braakfontein Project - - - 3 390 (174 518) (10 738) Koudelager Project(7) - - - - - - Moabsvelden Project(2) - - - 3 374 (59 428) (297) Other segments(3)(8) - - - (57 766) (19) (2 851) Total segments 678 989 1 374 605 742 883 228 747 68 767 129 476 Reconciliation to statements of profit or loss and other comprehensive income and financial position Intersegment, deferred taxation and other consolidation adjustments (79 958) (165 703) (76 515) 59 343 134 723 65 672 599 031 1 208 902 666 368 288 090 203 490 195 148 Net finance cost(6) Elimination of discontinued operations Net profit/(loss) before taxation Total assets and liabilities Segment report continued Depreciation/amortisation Operating profit/(loss) after depreciation/amortisation Six months ended Year ended Six months ended Six months ended Year ended Six months ended R'000 30 September 2016 31 March 2016 30 September 2015 30 September 2016 31 March 2016 30 September 2015 Vanggatfontein Colliery(1)(4) (225 473) (442 377) (238 118) 60 293 177 851 105 757 Vaalkrantz Colliery(1)(5)(7) (107) (3 992) (3 080) (16 681) (142 862) (116 922) Sterkfontein Project - - - - - - Keaton Energy Holdings Limited(2) - - - 7 884 (169 248) (84 520) Keaton Administrative and Technical Services Proprietary Limited(2) (1 525) (3 267) (1 620) 1 148 (12 645) (3 771) Leeuw Braakfontein Project - - - 3 390 (174 518) (10 738) Koudelager Project(7) - - - - - - Moabsvelden Project(2) - - - 3 374 (59 428) (297) Other segments(3)(8) - - - (57 766) (19) (2 851) Total segments (227 105) (449 636) (242 818) 1 642 (380 869) (113 342) Reconciliation to statements of profit or loss and other comprehensive income and financial position Intersegment, deferred taxation and other consolidation adjustments 107 863 - 59 450 135 586 65 672 (226 998) (448 773) (242 818) 61 092 (245 283) (47 670) Net finance cost(6) (27 889) (54 160) (24 953) Elimination of discontinued operations 17 240 128 776 106 461 Net profit/(loss) before taxation 50 443 (170 667) 33 838 Total assets and liabilities Segment report continued Segment assets Segment liabilities At At At At At At R'000 30 September 2016 31 March 2016 30 September 2015 30 September 2016 31 March 2016 30 September 2015 Vanggatfontein Colliery(1)(4) 863 549 881 547 933 996 1 025 295 1 051 402 1 094 843 Vaalkrantz Colliery(1)(5)(7) 116 293 137 063 149 508 489 978 469 253 437 401 Sterkfontein Project 66 007 66 043 66 064 76 615 74 971 74 201 Keaton Energy Holdings Limited(2) 996 054 954 511 932 764 58 680 24 009 69 827 Keaton Administrative and Technical Services Proprietary Limited(2) 13 011 11 623 25 176 57 335 56 444 53 210 Leeuw Braakfontein Project 154 285 153 527 311 664 123 027 124 129 116 925 Koudelager Project(7) 3 730 3 730 5 785 - - - Moabsvelden Project(2) 304 494 342 107 340 433 96 072 134 367 72 934 Other segments(3)(8) 21 873 334 043 322 098 67 822 129 485 117 268 Total segments 2 539 296 2 884 194 3 087 488 1 994 824 2 064 060 2 036 609 Reconciliation to statements of profit or loss and other comprehensive income and financial position Intersegment, deferred taxation and other consolidation adjustments (1 086 116) (1 389 383) (1 354 096) (1 057 556) (1 062 092) (1 006 813) 1 453 180 1 494 811 1 733 392 937 268 1 001 968 1 029 796 Net finance cost(6) Elimination of discontinued operations Net profit/(loss) before taxation Total assets and liabilities 1 453 180 1 494 811 1 733 392 937 268 1 001 968 1 029 796 (1) Revenue represents sales to external customers only. (2) Revenue represents intersegment sales only. (3) Includes the subsidiaries Amalahle Exploration Proprietary Limited, Labohlano Trading 46 Proprietary Limited, Ausco Finance Proprietary Limited, Ausco Services Proprietary Limited, Focus Coal Investments Proprietary Limited, Xceed Resourced Limited and the Balgray prospecting rights. (4) Coal sales to a major customer as a percentage of revenue exceeded 95% (31 March 2016 and 30 September 2015: 92%). (5) Coal sales to a major customer as a percentage of revenue amounted to 100% (31 March 2016: three major customers 73%, 14% and 10%. 30 September 2015: two major customers 67% and 19%). (6) Net finance cost is not reported as forming part of each segment profit or loss as these are not measured or reported to the chief operating decision maker (CODM) in connection with the segment but rather on a collective company/group basis. (7) Classified as a discontinued operation, refer to note 5. (8) Amalahle Exploration Proprietary Limited and the Balgray prospecting rights included in other segments are classified as discontinued operations, refer to note 5. Notes to the condensed interim consolidated financial statements 1 Basis of preparation and accounting policies The condensed consolidated interim financial statements are prepared in accordance with International Reporting Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The accounting policies applied in the preparation of these interim financial statements are in terms of International Financial Reporting Standards and are consistent with those applied in the previous annual financial statements. 2 Revenue and gross profit Vanggatfontein delivered 1.139Mt of washed 2- and 4-Seam thermal coal to Eskom (30 September 2015: 1.192Mt and for the year ended 31 March 2016: 2.238Mt), a decrease of 52 372t or 4%. Sales of 5-Seam metallurgical coal decreased by 36% over the comparable period to 35 961t in line with the geological model (30 September 2015: 56 156t and for the year ended 31 March 2016: 98 252t). Production of B-grade coal was discontinued as reported previously (30 September 2015 and for the year ended 31 March 2016: 25 951t). During the six months Vanggatfontein generated revenue of R434.6 million from coal sales (30 September 2015: R453.5 million and for the year ended 31 March 2016: R830 million). The decrease in revenue was as a result of reduced 5-Seam and Eskom sales volumes. The impact of reduced sales volumes to Eskom was offset by the annual contractual price adjustment. Transport revenue for the period was R145.8 million (30 September 2015: R109.8 million and for the year ended 31 March 2016: R202.1 million). The increase in transport revenue was as a result of longer delivery distances. The gross profit from continuing operations was R89.5 million or 15% of revenue (30 September 2015: R119.2 million or 21% of revenue and for the year ended 31 March 2016: R163.3 million or 16% of revenue). The decrease was as a result of the reduced 5-Seam and B-grade sales discussed above, a decrease in yields achieved on the Eskom product and a higher than expected strip ratio impacted by a temporary sequencing constraint in the two pits. 3 Other income Other income of R31.7 million for the six months ended 30 September 2016 is mainly attributable to the recognition of a once-off credit of R30.8 million after concluding a settlement agreement with the Industrial Development Corporation (IDC) for the Leeuw Mining and Exploration Proprietary Limited (LME) preference share obligation. During November 2004, the IDC subscribed for 60 cumulative redeemable preference shares in LME. In terms of the agreement, LME had to pay, on each dividend date, the relevant preference dividend and had to commence redeeming the preference shares in equal instalments during the 2008 financial year. During the 2011 financial year, the IDC agreed to reschedule repayments on the preference shares when the company acquired LME, and an addendum to the preference shares agreement was concluded with the new settlement date, being 31 October 2015. Due to the operational underperformance of LME, the liability could not be settled on 31 October 2015. During the 2016 financial year, the company entered into a Sale of Shares and Claims Agreement with Bayete Energy Resources Proprietary Limited (BER) to dispose of LME (refer to note 5). The IDC preference shares were specifically excluded from the sale and the company agreed to take over this liability from LME. The company reached an agreement with the IDC on 31 August 2016 to acquire the preference shares from the IDC for R8.8 million in full and final settlement of the preference share liability of R39.6 million. In terms of the agreement the R8.8 million is payable in five equal monthly instalments, which commenced in October 2016. 4 Income taxation expense The income taxation expense of R12.2 million for the six months ended 30 September 2016 is mainly attributable to Keaton Mining Proprietary Limited's normal taxation expense of R5.7 million as well as deferred taxation expense of R6.7 million, driven by the continued profitable performance at Vanggatfontein. The deferred taxation liability in the statement of financial position accordingly increased when compared to the liability at 31 March 2016. 5 Discontinued operations As reported in the prior year, the Board of Directors committed to a plan to dispose of the Vaalkrantz operation, Balgray Project, Koudelager Project as well as the Mooiklip Project. This disposal group is classified as a discontinued operation as it is part of a single coordinated plan to dispose of the group's anthracite assets (separate major line of business) which are all situated in KwaZulu-Natal (geographic area of operations). The Braakfontein Thermal Coal Project, held by Leeuw Braakfontein Colliery Proprietary Limited (LBC), a wholly owned subsidiary of LME, is specifically excluded. LBC, which will be unbundled from LME, will become a direct wholly owned subsidiary of the company. The company entered into a Sale of Shares and Claims Agreement with BER on 11 February 2016 to dispose of the disposal group. Only one material suspensive condition has to be met for the sale to become effective, being the section 11 consent from the Minister of Mineral Resources in terms of the Mineral Petroleum and Resources Development Act, 28 of 2002 (MPRDA). The company also simultaneously entered into a management agreement with Witbank Mineral Resources Proprietary Limited (WMR), a related party to BER, for the management of LME up to and until the Sale of Shares and Claims Agreement with BER becomes unconditional. As a consequence of the occurrence of a force majeure event, namely the drought, management decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016. The Sale of Shares and Claims Agreement as well as the Management Agreement are still effective although some of the clauses of the Management Agreement have been temporarily suspended as a result of the force majeure event. Results - discontinued operations Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 R'000 (Reviewed) (Reviewed) (Audited) DISCONTINUED OPERATIONS Revenue 18 626 103 082 176 822 Cost of sales (30 311) (130 197) (209 022) Gross loss (11 685) (27 115) (32 200) Other income - - 4 715 Operating expenses (4 966) (79 487) (99 651) Operating loss before net finance (cost)/income (16 651) (106 602) (127 136) Net finance (cost)/income (589) 141 (1 640) Finance income 710 417 1 102 Finance cost (1 299) (276) (2 742) Net loss before taxation (17 240) (106 461) (128 776) Taxation - - - Loss from discontinued operations, net of taxation (17 240) (106 461) (128 776) Net loss attributable to: Owners of the company (17 240) (72 011) (94 326) Non-controlling interest - (34 450) (34 450) (17 240) (106 461) (128 776) No gain or loss was recognised for the remeasurement in terms of IFRS 5 as the carrying amount of the disposal group was lower than the fair value less costs to sell. Cash flows - discontinued operations Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 R'000 (Reviewed) (Reviewed) (Audited) Cash flows from operating activities (21 420) (18 702) (36 921) Cash flows from investing activities 77 (10 964) (13 700) Cash flows from financing activities (29) (8) (74) 6 Earnings and net asset value per share The calculation of basic and diluted earnings per share is based on a profit for the six months ended 30 September 2016 (attributable to owners of the company) of R20.8 million (30 September 2015: loss of R66.3 million and for the year ended 31 March 2016: loss of R250.6 million). The weighted average number of shares used in calculating basic earnings per share for the year was 292 million (30 September 2015: 225.5 million and for the year ended 31 March 2016: 251.3 million). The weighted average number of shares used in calculating diluted earnings per share for the six months was 292.4 million (30 September 2015: 229 million and for the year ended 31 March 2016: 251.3 million). Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 (Reviewed) (Reviewed) (Audited) Basic earnings per share (cents) 7.1 (29.4) (99.7) Continuing operations 13.0 2.6 (62.2) Discontinued operations (5.9) (32.0) (37.5) Diluted earnings per share (cents)(1) 7.1 (29.4) (99.7) Continuing operations(2) 13.0 2.5 (62.2) Discontinued operations(3) (5.9) (32.0) (37.5) Headline earnings per share (cents) 7.1 (6.2) (26.9) Continuing operations 13.0 2.6 (16.5) Discontinued operations (5.9) (8.8) (10.4) Diluted headline earnings per share (cents)(1) 7.1 (6.2) (26.9) Continuing operations(2) 13.0 2.6 (16.5) Discontinued operations(3) (5.9) (8.8) (10.4) (1) Anti-dilutive for the period ended 30 September 2015 and for the year ended 31 March 2016. (2) Anti-dilutive for the year ended 31 March 2016. (3) Anti-dilutive. Six months ended Year ended 30 September 30 September 31 March 2016 2015 2016 R'000 (Reviewed) (Reviewed) (Audited) Reconciliation of headline earnings (net of tax and NCI): Continuing operations Net profit/(loss) for the period attributable to owners of the company 38 075 5 759 (156 262) (Profit)/loss on disposal of property, plant and equipment (15) 109 135 Impairment of intangible assets - - 114 596 Headline earnings - continuing operations 38 060 5 868 (41 531) Discontinued operations Net loss for the period attributable to owners of the company (17 240) (72 011) (94 326) Profit on disposal of property, plant and equipment (39) - - Impairment of assets - 52 095 68 308 Headline earnings - discontinued operations (17 279) (19 916) (26 018) Total headline earnings 20 781 (14 048) (67 549) Net asset value per share Number of shares in issue (millions) 292.0 228.3 292.0 Net asset value per share (cents) 177 308 169 7 Property, plant and equipment The net decrease of R22 million from 31 March 2016 is mainly attributable to capital investments at Vanggatfontein of R199.4 million (attributable mainly to mine development of R195.4 million). The rehabilitation assets increased by R4 million, relating to changes in estimates associated with the environmental rehabilitation liability. These were offset by depreciation charges of R225.3 million. 8 Disposal group held-for-sale As disclosed in note 5, the Board committed to a plan to sell Vaalkrantz Colliery, the Balgray Project, the Koudelager Project and the Mooiklip Project (disposal group). The disposal group comprised of the following assets and liabilities: At At At 30 September 31 March 30 September 2016 2016 2015 R'000 (Reviewed) (Audited) (Reviewed) Assets Property, plant and equipment 25 513 26 578 38 097 Intangible assets 5 962 5 962 9 155 Restricted investments 30 125 29 651 26 219 Inventory 578 4 633 8 829 Trade and other receivables 850 11 482 26 929 Taxation - - 983 Cash and cash equivalents 28 5 506 10 069 63 056 83 812 120 281 Liabilities Borrowings 45 72 97 Mine closure and environmental rehabilitation provision 34 971 34 649 31 285 Trade and other payables 9 052 28 787 59 999 Provisions 20 285 20 285 24 660 64 353 83 793 116 041 At 30 September 2016, the fair value less costs to sell of the disposal group was unchanged at Rnil. No additional impairment loss was recognised. There are no cumulative income or expenses included in OCI relating to the disposal group. 9 Borrowings Total borrowings decreased by R82.2 million, mainly as a result of debt repayments to the value of R62.9 million (R48.6 million on the Investec Bank Limited term loan, R7.4 million on the Vitol loan, R3.9 million on the Investec Bank Limited working capital facility and R3 million on the Gunvor loan (a related party)). Borrowings further decreased by R30.8 million as a result of the agreement reached with the IDC regarding the LME preference shares (refer to note 3) and by R7.5 million as a result of foreign exchange gains included in profit or loss. The decrease was offset by finance costs of R16.4 million. 10 Commitments and contingencies The group's capital commitments are: At At At 30 September 31 March 30 September 2016 2016 2015 R'000 (Reviewed) (Audited) (Reviewed) Exploration and mine development expenditure authorised and contracted 4 752 5 696 2 681 Exploration and mine development expenditure authorised but not contracted 17 725 22 629 23 014 22 477 28 325 25 695 All contracted amounts will be funded through existing funding mechanisms within the group and cash generated from operations. Shareholders are referred to note 32 (iii) of the Annual Financial Statements for the year ended 31 March 2016, included in the company's Integrated Annual Report. The litigation was successfully defended with Thebe Mining Resources Proprietary Limited and Main Street 1055 Proprietary Limited's claims dismissed, as announced on 11 October 2016. There have been no significant changes to the status of the group's other contingent liabilities. For detailed disclosure on all contingent liabilities refer to Keaton Energy's Integrated Annual Report for the year ended 31 March 2016, available on the group's website at www.keatonenergy.co.za. 11 Financial risk management activities Fair value determination The following table presents the group's assets and (liabilities) that are measured at fair value by level within the fair value hierarchy: Level 1: Quoted prices (unadjusted) in active markets for identical assets; Level 2: Inputs other than quoted prices included within level 1 that are observable for the assets/(liabilities), either directly or indirectly (that is, as prices) or indirectly (that is derived from prices); and Level 3: Inputs for the assets/(liabilities) that are not based on observable market data (that is unobservable inputs). At At At 30 September 31 March 30 September 2016 2016 2015 R'000 (Reviewed) (Audited) (Reviewed) Fair value through profit or loss Level 1(1) 60 451 64 877 58 835 Level 2(2) - - (2 504) (1) Level 1 financial assets relate to restricted investments which serve as collateral mainly for environmental guarantees provided to the DMR. Contributions are mainly invested in RMB, Peregrine, Momentum, Stanlib and Sanlam. These underlying funds invest in equity instruments and money market investments, both local and foreign. These investments are fair value through profit or loss financial assets and recognised at fair value. (2) Level 2 financial liabilities related to Forward Exchange Contracts (FECs). The FECs were valued by an independent financial institution using forward looking market rates until the realisation date of the relevant instruments. The carrying values (less any impairment allowance) of restricted cash, cash and cash equivalents, investments and loans, trade and other receivables, borrowings, vendor liability and trade and other payables approximate their fair values. 12 Change in interests in subsidiaries During the period, the company restructured certain subsidiaries in the group. As a result the following subsidiaries which were indirectly held through Xceed Resources Limited (Australian company) are now directly owned by Keaton Energy Holdings Limited: - Focus Coal Investments Proprietary Limited (100%) - Neosho Trading 86 Proprietary Limited (74%) - Ausco Finance Proprietary Limited (100%) - Ausco Services Proprietary Limited (100%) There were no changes in the percentage shareholdings in any of the above mentioned subsidiaries. 13 Significant events after 30 September 2016 up to the date of this report - The company successfully defended the Thebe Mining Resources Proprietary Limited and Main Street 1055 Proprietary Limited's claims, as disclosed in note 10. - The company agreed revised repayment terms with Gunvor, as disclosed in note 15. There have been no significant changes to the status of the group's other contingent liabilities. For detailed disclosure on all contingent liabilities refer to Keaton Energy's Integrated Annual Report for the year ended 31 March 2016, available on the group's website at www.keatonenergy.co.za. 14 Dividends No dividends have been declared nor are any proposed for the period ended 30 September 2016 (30 September 2015: Rnil and for the year ended 31 March 2016: Rnil). 15 Going concern At 30 September 2016, the group's current liabilities exceeded its current assets by R67.1 million (30 September 2015: R42.4 million and for the year ended 31 March 2016: R120.3 million). Further to the going concern position disclosed in note 40 to the company's Integrated Annual Report for the year ended 31 March 2016, current liabilities decreased during the current period due to a significant portion of the Gunvor liability being reclassified to non-current liabilities. Subsequent to 30 September 2016, the company and Gunvor (the Parties) again entered into negotiations to further revise the previously agreed repayment terms. Accordingly, the Parties agreed an extension to the tenor of repayment, which will further alleviate the group's net current liability position. Current borrowings further decreased during the period as a result of the agreement reached with the IDC regarding the LME preference shares (refer to notes 3 and 9). The group continues to generate cash from its long-life Vanggatfontein Colliery whereby it delivers coal under a long-term offtake agreement to Eskom and through sales to its domestic metallurgical customers. Cash generated from this operation, together with the disposal of the significant loss making Vaalkrantz Colliery, the directors' ability to issue further shares for cash and the group's undrawn overdraft facility will ensure adequate funding for the group to continue to operate for the foreseeable future. Accordingly, the consolidated financial statements continue to be prepared on the going concern basis. Review report These condensed consolidated financial statements for the period ended 30 September 2016 have been reviewed by KPMG Inc, who expressed an unmodified review conclusion. A copy of the auditor's review report is available for inspection at the company's registered office together with the financial statements identified in the auditor's report. The auditor's report does not necessarily report on all of the information contained in this announcement/financial results. Shareholders are therefore advised, that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial information from the company's registered office. Registered office Ground Floor, Eland House, The Braes, 3 Eaton Avenue Bryanston, 2191 Postnet Suite 464, Private Bag X51, Bryanston, 2021 Tel: +27 11 317 1700 Telefax: +27 11 463 4759 Email: info@keatonenergy.co.za Directors Non-Executive Dr JD Salter (Chairman)* LX Mtumtum (Lead Independent Director) P Pouroulis** OP Sadler (Independent) APE Sedibe GH Kemp (Independent) MT Witteveen*** HG Mai**** Executive AB Glad (Chief Executive Officer) J Rossouw (Chief Financial Officer) *British **South African/Cypriot ***Dutch ****Swiss Company Secretary AC Schutte-Bouwer Sponsor Investec Bank Limited 100 Grayston Drive, Sandown, Sandton, 2196 South Africa PO Box 785700, Sandton, 2146, South Africa Transfer secretaries Computershare Investor Services South Africa Proprietary Limited Ground Floor, 70 Marshall Street, Johannesburg, South Africa PO Box 61051, Marshalltown, 2107 Auditors KPMG Inc. KPMG Hillside, corner of Hillside Street and Klarinet Road, Lynnwood, Pretoria, 0081 PO Box 11265, Hatfield, 0028 www.keatonenergy.co.za Date: 28/11/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Cautionary announcement - Update

2016/11/24
Cautionary announcement - Update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") Cautionary announcement - Update Shareholders...

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Cautionary announcement - Update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") Cautionary announcement - Update Shareholders are referred to the earlier cautionary announcement released this morning on SENS and are advised that the company has received non-binding expressions of interest from various parties, the merits of which are being assessed by the company. The expressions of interest relate to the possible acquisition of the entire issued share capital of the company, which, if successfully concluded, may have a material effect on the price at which the company's securities trade on the JSE. Accordingly, shareholders of the company are reminded to exercise caution when dealing in the company's securities until a further announcement is made. Bryanston 24 November 2016 Sponsor Investec Bank Limited Date: 24/11/2016 10:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Cautionary announcement

2016/11/24
Cautionary announcement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") Cautionary announcement Shareholders are advised that the...

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Cautionary announcement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") Cautionary announcement Shareholders are advised that the company has entered into discussions, which, if successfully concluded, may have a material effect on the price at which the company's securities trade on the JSE. Accordingly, shareholders of the company are advised to exercise caution when dealing in the company's securities until a further announcement is made. Bryanston 24 November 2016 Sponsor Investec Bank Limited Date: 24/11/2016 09:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Trading Statement

2016/11/23
Trading Statement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") TRADING STATEMENT The company's reviewed results for...

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Trading Statement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) ISIN: ZAE000117420 (Registration number 2006/011090/06) JSE code: KEH ("Keaton Energy" or "the company") TRADING STATEMENT The company's reviewed results for the six months ended 30 September 2016 are expected to be published on or about 28 November 2016. Shareholders are advised that the company expects, with reasonable certainty, that earnings per share and headline earnings per share are to vary by the amounts included in the table below: 30 September 2016 30 September (variance) 2015 (reviewed) Continuing operations Headline earnings per share 12.5 and 13.5 2.6 (cents) Earnings per share (cents) 12.5 and 13.5 2.6 Total operations Headline earnings per share 6.6 and 7.6 (6.2) (cents) Earnings per share (cents) 6.6 and 7.6 (29.4) Shareholders are advised that this information has not been reviewed or reported on by the company's auditors. This trading statement is issued in terms of the JSE Limited's Listings Requirements. Bryanston 23 November 2016 Sponsor: Investec Bank Limited Date: 23/11/2016 10:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Keaton Energy's First Half-Year Production Update

2016/10/14
Keaton Energy's First Half-Year Production Update Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Keaton Energy's First Half-Year...

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Keaton Energy's First Half-Year Production Update Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Keaton Energy's First Half-Year Production Update Keaton Energy has released the following first half production update for the half year ended 30 September 2016. Vanggatfontein reported a LTIFR of 0.46 (1H FY2016: 0.38). This disappointing performance is the subject of increased management scrutiny. Production was consistent and according to plan. Some 1.139Mt of washed 2- and 4-Seam thermal coal was delivered to Eskom (1H FY2016: 1.192Mt). This decrease of 52 372t (4%) was due largely to reception constraints at Eskom preventing delivery of all production in the period. 5-Seam metallurgical coal sales decreased 36% over the comparable period to 35 961t from 56 156t in line with the geological model. Spare capacity within the 5-Seam plant was used for additional Eskom production as before. Production of B-grade coal was also discontinued for this purpose (1H FY2016: 25 951t). Discard and slurry sales were 242 415t (1H FY2016: 17 704t). Vaalkrantz Colliery in KZN remains on care and maintenance as section 11 Ministerial Consent for its sale is still awaited. Mandi Glad, Keaton CEO, said "It is pleasing to report yet another solid quarter's production at Vanggatfontein, although the deterioration in safety performance is a concern." She added, "The recent grant of a water use licence for the Moabsvelden Project allows us to complete the preparation for its development. This fully permitted addition to Vanggatfontein will see combined production rise to 4Mt per year of washed coal." Johannesburg 14 October 2016 Sponsor Investec Bank Limited Date: 14/10/2016 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Main Street and Thebe v Neosho and FCI

2016/10/11
Main Street and Thebe v Neosho and FCI Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Main...

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Main Street and Thebe v Neosho and FCI Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Main Street 1055 (Pty) Limited (Main Street) and Thebe Mining Resources (Pty) Limited (Thebe) v Neosho Trading 86 (Pty) Limited (Neosho) and Focus Coal Investments (Pty) Limited (FCI) Shareholders are referred to the pending litigation summarised in note 32 of the Annual Financial Statements for the year ended 31 March 2016, included in the Integrated Annual Report on our website at www.keatonenergy.co.za which was successfully defended with Thebe and Main Street's claims dismissed. Johannesburg 11 October 2016 Sponsor Investec Bank Limited Date: 11/10/2016 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Report on Annual General Meeting proceedings

2016/10/07
Report on Annual General Meeting proceedings Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') REPORT ON...

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Report on Annual General Meeting proceedings Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Keaton shareholders are advised that at the Annual General Meeting of members held on Friday, 7 October 2016, the ordinary and special resolutions proposed in the Notice of Annual General Meeting were voted on as confirmed in the voting statistics from the Annual General Meeting set out below: % Number Total number of shares that could be voted at meeting 100% 291 994 256 Total number of shares present/represented including proxies at 70% 204 914 252 meeting (including shares abstained from voting) Total number of members present 9 Votes in % Votes % Abstentions % of Passed favour against issued /Failed share capital Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 1 Acceptance of Annual Financial Statements Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 2.1 Re-election of Dr JD Salter as non- executive chairman Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 2.2 Re-election of Mr P Pouroulis as non- executive director Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 2.3 Re-election of Ms APE Sedibe as non- executive director Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 3.1 Re-election of Mr LX Mtumtum as member and chairman of the audit committee Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 3.2 Re-election of Mr GH Kemp as a member of the audit committee Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 3.3 Re-election of Mr OP Sadler as a member of the audit committee Ordinary Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 4 Re-appointment of KPMG Inc. as external auditors of the company Ordinary Resolution 126 431 441 61.69% 78 476 38.29% 6 400 0.0021% Passed Number 5 411 Control of authorised but unissued shares Ordinary Resolution 126 431 441 61.69% 78 476 38.29% 6 400 0.0021% Failed Number 6 411 General authority to issue shares for cash Ordinary Resolution 126 431 441 61.69% - 0% 78 482 26.87% Passed Number 7 811 Approval, through a non-binding advisory vote, of the group remuneration policy Special Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 1 Approval of non- executive directors' remuneration Special Resolution 126 431 441 61.69% 78 476 38.29% 6 400 0.0021% Failed Number 2 411 Approval of non- executive directors' remuneration split Special Resolution 126 431 441 61.69% 78 476 38.29% 6 400 0.0021% Failed Number 3 411 Financial assistance as contemplated in section 44 Special Resolution 126 431 441 61.69% 78 476 38.29% 6 400 0.0021% Failed Number 4 411 General authority to issue shares to persons referred to in section 41 of the Companies Act Special Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number 5 General authority to repurchase shares Special Resolution 204 907 852 99.99% - 0% 6 400 0.0021% Passed Number Amendment of Memorandum of Incorporation Johannesburg 7 October 2016 Sponsor Investec Bank Limited Date: 07/10/2016 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Integrated water use license granted for Moabsvelden

2016/10/05
Integrated water use license granted for Moabsvelden KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the company") INTEGRATED...

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Integrated water use license granted for Moabsvelden KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the company") INTEGRATED WATER USE LICENSE GRANTED FOR MOABSVELDEN Keaton Energy is pleased to announce that its Moabsvelden Project has been granted an Integrated Water Use Licence by the Department of Water and Sanitation. The Moabsvelden Project is now fully permitted, having already been awarded its Mining Right and environmental authorisation in terms of the National Environmental Management Act. Moabsvelden is adjacent to Keaton's existing successful, long-life Vanggatfontein Colliery and will benefit from shared infrastructure and reduced operating costs. It is envisaged that some 4Mt/year of coal will be produced from the combined operation. Mandi Glad, Keaton CEO, said "We are pleased that the Integrated Water Use Licence has been awarded. We can now finalise offtake negotiations with the various parties who expressed an interest in purchasing coal from Moabsvelden. This in turn will allow the washing plant configuration to be finalised and funding for the development to be closed." Johannesburg 05 October 2016 Sponsor Investec Bank Limited Date: 05/10/2016 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Amendment to Resource and Reserve Statement

2016/09/30
Amendment to Resource and Reserve Statement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Amendment to Resource and...

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Amendment to Resource and Reserve Statement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) Share code: KEH ISIN code: ZAE000117420 ("the Company") Amendment to Resource and Reserve Statement Shareholders are advised that the Company has updated its Resource and Reserve Statement to reflect the revised attributable reserves and resources post the flip transaction announced in 2015. The updated Resource and Reserve Statement can be found on the Company website at www.keatonenergy.co.za. Johannesburg 30 September 2016 Sponsor Investec Bank Limited Date: 30/09/2016 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - No Change Statement and Notice of Annual General Meeting

2016/08/12
No Change Statement and Notice of Annual General Meeting Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or...

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No Change Statement and Notice of Annual General Meeting Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING Keaton's audited Annual Financial Statements for the year ended 31 March 2016, were published on Keaton's website at www.keatonenergy.co.za, today, 12 August 2016. Keaton's Integrated Annual Report for the year ended 31 March 2016, which includes a copy of the Notice of Annual General Meeting will be published on Keaton's website on 6 September 2016. The audited Annual Financial Statements contain no changes from the reviewed provisional condensed consolidated group results published on SENS on 27 June 2016. The Annual Financial Statements were audited by the group's auditors, KPMG Inc. Their unqualified report is incorporated in the audited Annual Financial Statements and is also available for inspection at the group's registered office. Shareholders are advised that the Annual General Meeting ("AGM") will be held at 10h00 on Friday the 7th of October 2016 at Aquamarine, Ground Floor, The Forum, Wanderers Building, The Campus (Dimension Data), 57 Sloane Street (corner Main Street), Bryanston to transact the business as stated in the Notice of AGM, which will be distributed to shareholders and published on Keaton's website on 6 September 2016. The record date for purposes of determining which shareholders are entitled to participate in and vote at this AGM is 30 September 2016. Johannesburg 12 August 2016 Sponsor Investec Bank Limited Date: 12/08/2016 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Keaton Energy Holdings Limited - Quarterly Production Update

2016/07/14
Keaton Energy Holdings Limited - Quarterly Production Update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy"...

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Keaton Energy Holdings Limited - Quarterly Production Update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the Company") KEATON ENERGY HOLDINGS LIMITED - Quarterly Production Update Keaton Energy has released the following quarterly production update for the quarter ended 30 June 2016 (Q1 FY17). The quarter was characterised by continued stable operations at Vanggatfontein, the sale of our KZN anthracite assets and the placing of Vaalkrantz on care and maintenance on 1 May as section 11 consent for the sale is awaited. The safety performance at Vanggatfontein deteriorated during the quarter due to a spate of minor injuries in May. The LTIFR was 0.92 (Q1 FY16: 0.37). Management is addressing this unsatisfactory performance. Vaalkrantz recorded a LTIFR of 0.01 (Q1 FY16: 0.28), however this operation was placed on care and maintenance on 1 May 2016 and thus the numbers are not comparable. Production at Vanggatfontein Colliery was as per plan and in-line with the comparable quarter in FY16 with 574 536t of washed 2- and 4- Seam thermal coal being delivered to Eskom (Q1 FY16 : 617 413t). This 7% decrease over the comparable period was due to working out the remnant portion of Pit 2 with its lower yielding coal and crossing a dyke structure. Mining has now been completed in these low-yielding areas. 5-Seam metallurgical coal sales into the domestic market during the quarter decreased 43% to 15 103t (Q1 FY16: 26 548t) in line with the geological model. Discard and slurry sales totalled 69 734t (Q1 FY16: 2 957t) as new markets were developed. Mandi Glad, Chief Executive Officer, said "Vanggatfontein continues to perform consistently both in terms of production and financial criteria. The continuing solid performance provides the basis for the coming expansion with the Moabsvelden project and the growth of the streamlined Keaton group." As announced on 15 February 2016, Keaton Energy sold its KZN assets, with the exception of the Braakfontein Project, to Bayete Energy Resources (Pty) Ltd (‘BER'). There are still a number of suspensive conditions which have to be met for the sale to become effective, including Section 11 consent from the Minister of Mineral Resources in terms of the Mineral Petroleum and Resources Development Act, 28 of 2002. Simultaneously with the sale, Keaton entered into a management agreement with Witbank Mineral Resources (Pty) Ltd (‘WMR'), a related party to BER, for the management of LME up to and until the Sale of Shares and Claims Agreement with BER becomes unconditional. Notwithstanding continuous efforts by both LME and WMR to minimise losses exacerbated by the ongoing global decline in coal prices, force majeure declared on LME by its biggest customer and the unavailability of water due to the continued drought in the region, Keaton and WMR jointly decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016. Therefore no production figures are presented. The above information has not been reported on or reviewed by the Company's auditors. Johannesburg 14 July 2016 Sponsor Investec Bank Limited Date: 14/07/2016 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Dealings in Securities

2016/06/27
Dealings in Securities Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ("Keaton" or "the Company") Dealing in Securities In terms of...

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Dealings in Securities Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ("Keaton" or "the Company") Dealing in Securities In terms of paragraphs 3.63 - 3.66 of the JSE Limited Listings Requirements, the following information is disclosed: Executive director: AB Glad Name of Company Keaton Energy Holdings Limited Offer date: 27 June 2016 Number of shares: - Share Appreciation Rights: 484 934 - Performance Shares: 874 280 - Restricted Shares: 279 575 Offer price per share: R0.53 Expected value: R868 558 Subject to a Minimum Employment Period (three years) and certain performance conditions as noted on the Bonus Award Certificate. To be Vesting conditions: exercised as soon as practically possible after the Vesting Date Extent of interest: Direct beneficial Off market shares awarded and accepted in terms of the Keaton Energy Nature of transaction: Long-Term Performance Incentive Plan Clearance to deal obtained: Yes Executive director: J Rossouw Name of Company Keaton Energy Holdings Limited Offer date: 27 June 2016 Number of shares: - Share Appreciation Rights: 404 445 - Performance Shares: 612 500 - Restricted Shares: 297 278 Offer price R0.53 Expected value: R696 538 Vesting conditions: Subject to a Minimum Employment Period (three years) and certain performance conditions as noted on the Bonus Award Certificate. To be exercised as soon as practically possible after the Vesting Date Extent of interest: Direct beneficial Nature of transaction: Off market shares awarded and accepted in terms of the Keaton Energy Long-Term Performance Incentive Plan Clearance to deal obtained: Yes Company Secretary: A Schutte-Bouwer Name of Company Keaton Energy Holdings Limited Offer date: 27 June 2016 Number of shares: - Share Appreciation Rights: 169 466 - Performance Shares: 211 833 - Restricted Shares: 70 345 Offer price per share: R0.53 Expected value: R239 371 Vesting conditions: Subject to a Minimum Employment Period (three years) and certain performance conditions as noted on the Bonus Award Certificate. To be exercised as soon as practically possible after the Vesting Date Extent of interest: Direct beneficial Nature of transaction: Off market shares awarded and accepted in terms of the Keaton Energy Long-Term Performance Incentive Plan Clearance to deal obtained: Yes Johannesburg 27 June 2016 Sponsor Investec Bank Limited Date: 27/06/2016 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Reviewed provisional condensed consolidated results for the year ended 31 March 2016

2016/06/27
Reviewed provisional condensed consolidated results for the year ended 31 March 2016 Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE...

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Reviewed provisional condensed consolidated results for the year ended 31 March 2016 Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or "the company" or "the group") Reviewed provisional condensed consolidated results for the year ended 31 March 2016 Preparation of provisional condensed consolidated financial statements The provisional condensed consolidated financial statements for the year ended 31 March 2016 have been reviewed in terms of the Companies Act of South Africa. Their preparation was supervised by the Chief Financial Officer, Jacques Rossouw, a Chartered Accountant (SA). The directors of the company take responsibility for these results. The provisional condensed consolidated financial statements were published on 27 June 2016 and can be found on the company's website. Commentary Dear shareholder The year ended 31 March 2016 proved to be another year of mixed results. There was continued excellent performance at one asset, Vanggatfontein, and a disappointing performance at the other, Vaalkrantz. Keaton (KEH), however, successfully concluded a transaction to dispose of Vaalkrantz and its other KwaZulu-Natal anthracite assets during February 2016, which awaits only the Minister's consent under section 11 of the MPRDA. In addition, KEH concluded the acquisition of the minority interests in all but one subsidiary. Subsequent to year-end, the long-standing dispute with Megacube Mining Proprietary Limited (Megacube) relating to several breaches of the contract mining agreement at Vanggatfontein was resolved in KEH's favour at arbitration. Safety Zero harm remains a key focus for the group and safety is of paramount importance. The lost-time injury frequency rate (per 200 000 hours worked) was 0.14 at Vanggatfontein (FY15: 0.10) and 0.06 at Vaalkrantz (FY15: 0.22). Management commends all for this achievement and their adherence to safety standards and protocols. Operational review Vanggatfontein KEH's prime asset continued to perform superbly. Vanggatfontein sold 2 237 595t of washed 2 and 4-seam thermal coal to Eskom, only 2% down on last year's record sales of 2 278 761t. Sales of 5-seam metallurgical coal was 98 252t (FY15: 126 107t) in line with the geological model. Discard, slurry and B-grade sales were negligible. Vaalkrantz As was previously announced, Vaalkrantz operation was classified as a disposal group "held-for-sale" during the year and a sale process was initiated. In February 2016, KEH concluded an agreement with Bayete Energy Resources Proprietary Limited (BER) to dispose of its wholly owned subsidiaries Leeuw Mining and Exploration Proprietary Limited (LME) and Amalahle Exploration Proprietary Limited thereby exiting the group's exposure to anthracite operations and projects entirely. The Braakfontein thermal coal project, held by Leeuw Braakfontein Colliery Proprietary Limited (LBC), a wholly owned subsidiary of LME, was specifically excluded from the transaction. LBC, which will be unbundled from LME, will become a direct wholly owned subsidiary of KEH. Post-year-end, Vaalkrantz Colliery was placed on care and maintenance notwithstanding continuous efforts by both LME and BER to minimise the losses exacerbated by the ongoing global decline in coal prices, force majeure declared on LME by its biggest customer and the unavailability of water due to the continued drought in the region. LME and BER's associated operating company Witbank Mineral Resources Proprietary Limited jointly decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016. LME embarked on a section 189A process for the retrenchment of all employees during April 2016 which was finalised and became effective on 31 May 2016. Coal sales for the year were 45 556t domestic (FY15: 142 176t), 70 600t export (FY15:138 300t) and 185 799t high ash (FY15: 114 974t). Group financial performance Group revenue from continuing operations decreased by 13%, from R1 181.1 million in FY15 to R1 032.1 million in FY16. The decrease was mainly as a result of a 36% decrease in transport revenue as a result of reduced transport rates from Eskom and shorter delivery distances. This, however, resulted in a decrease of 36% in transport costs paid to suppliers referred to below. In addition, coal sales at Vanggatfontein decreased overall by 4%. Cost of sales decreased by 10% from R968.9 million in FY15 to R868.8 million in FY16. The decrease is mainly attributable to a decrease in transport costs of R103.2 million and a decrease in waste volumes mined at Vanggatfontein of 7%. Pleasingly the strip ratio achieved at Vanggatfontein, excluding rehandle of waste dumps and spoils, decreased to 2.8 from 2.9 in FY15. Fuel costs of R89.5 million were substantially lower when compared to the prior year of R122.7 million, due to lower volumes mined as well as a decrease in diesel prices. The remaining cash cost components included in cost of sales were in line with budget and that of the prior year as detailed in note 3 to the provisional condensed consolidated financial statements and again reflects the group's continued focus in keeping costs under control. The gross profit of R163.3 million or 16% of revenue decreased slightly year-on-year mainly as a result of the decrease in sales at Vanggatfontein. In addition, management took the decision in the second half of the financial year to accelerate mining of Pit 2 in order to minimise re-handling of future life-of-mine overburden and consequently reduce future cash outflow. Unfortunately coal qualities and planned yield in the last remaining cuts decreased significantly to that experienced previously in Pit 2. This not only resulted in a decrease in the expected cash generated from these last cuts but also resulted in accelerated depreciation. Included in other income for FY16 is a credit of R37.5 million relating to the reversal of the Megacube liability previously included under trade and other payables. Refer to note 19 to the provisional condensed consolidated financial statements for additional disclosure regarding this matter. The increase in mining and related expenses relates to a once-off impairment charge of R159.2 million recorded for the LBC project as disclosed in notes 5 and 10 to the provisional condensed consolidated financial statements. To date the LBC project was evaluated on the basis of both an export and domestic thermal coal operation. Continued depressed export coal pricing and a bleak medium-term outlook on the Richards Bay API4 Index has had a material impact on the economics of the project. We continue to evaluate alternative feasible options around an exclusive domestic supply project. The remaining mining and related expenses were in line with budget and that of the prior year. The increase in administrative expenses relates to the once-off initial recognition of a financial liability at fair value of R66.9 million and the derecognition of the deferred income liability of R5.4 million as reported in FY15. During FY14, the group entered into a pre-offtake finance arrangement with Gunvor SA, a fellow subsidiary of the group's largest shareholder Plusbay Limited, a wholly owned subsidiary of Gunvor Group Limited, for the supply of 600 000 tonnes of coal to be delivered from the group's Moabsvelden Project over a 22-month period from 1 January 2015 to 31 October 2016 in return for a prepayment of USD4 million. In terms of the agreement the group had to deliver the first coal volumes to Gunvor by 31 December 2015 from Moabsvelden. The group was unable to achieve this target as the development of Moabsvelden is still being delayed by the award of an integrated water use licence (IWUL) by the Department of Water and Sanitation despite every effort by the group to obtain same. The group applied for the IWUL in 2014 when it acquired the project through the acquisition of Xceed Resources Limited. As a result of not being able to supply first coal by 31 December 2015 to Gunvor, this breach resulted in the derecognition of the deferred income liability and the recognition of the financial liability. For more detailed disclosure refer to notes 5 and 13 to the provisional condensed consolidated financial statements. Other than the above, administrative expenses were in line with budget and that of the prior year. The group net loss for the year was R297.3 million compared to a net loss of R71.9 million in FY15, mainly as a result of the once-off charges referred to above. Consequently, group headline earnings per share declined to a loss of 26.9 cents per share from 0.4 cents per share in FY15. Operations generated net cash of R470.2 million in FY16 compared to R536.9 million in FY15 after taking working capital outflow of R33.3 million (FY15: R34.1 million) and net finance cost of R19.4 million (FY15: R18.4 million) into account. The decrease in operational cash was as a result of the poor operational performance at Vaalkrantz, and the effect of Pit 2 at Vanggatfontein referred to above. Cash invested in investing activities decreased from R508.9 million in FY15 to R404.4 million in FY16. The decrease in investing activities relates mainly to the year-on-year decrease in capital spend at Vanggatfontein of R39.8 million (FY15 included the construction of the Vanggatfontein filter press plant of R34.8 million) and R10.9 million at the Vaalkrantz operation. Group capital spend on intangible assets also decreased year-on-year by R11.5 million, mainly relating to the implementation of the Enterprise Resource Planning (ERP) system of R5.9 million in FY15. The group further liquidated R20.8 million of its restricted investments during the year as a result of an overfunded position. Financing activities utilised cash of R89.5 million in FY16 compared to R25 million in FY15. This is mainly due to borrowings repaid of R80.4 million (FY15: R59.8 million), dividends paid to minority shareholders at subsidiary level of R7.5 million (FY15: R13.7 million) and the acquisition of the 26% minority shareholding in certain subsidiaries for R18.6 million. These were offset by an additional drawdown of R20 million on the Investec Bank Limited term facility. Projects Moabsvelden remains our short-term growth priority. The initiation of construction of this expansion to Vanggatfontein awaits the grant of its IWUL and the conclusion of a Coal Supply Agreement (CSA) with Eskom. Moabsvelden will essentially be operated as a satellite pit to Vanggatfontein with similar ROM stripping ratios to Vanggatfontein. ROM will be transported to the Vanggatfontein Colliery site where a new CHPP is planned to process the Moabsvelden feed. Once the IWUL and CSA processes are concluded, mine construction will take approximately 12 months to complete. Coal Resource and Coal Reserve statement Other than normal coal depletion as a result of mining activities during the 12 months to 31 March 2016, Coal Reserves at Vanggatfontein Colliery reduced by an additional 2.2% and Coal Resources by 4.7% due to slightly lower recovery, fringe peripherals near wetlands not mined as well as pillars left for safety reasons. Vaalkrantz Colliery was placed on care and maintenance during 2016 and as a result the previously reported Coal Reserve estimate was withdrawn. The previously reported ROM Coal Reserve estimate reported for Vaalkrantz accounted for only 2.2% of the total group ROM Coal Reserve. An updated Resource and Reserve Statement for the group is expected to be released in August 2016 as part of the Integrated Annual Report. The full report will be available on the company's website at www.keatonenergy.co.za. Directorate Gunvor SA, the group's largest shareholder, changed its nominated directors during the year. Jeroen Schurink resigned with effect from 30 June 2015 and Gia Mai, Gunvor SA Chief Investment Officer, was appointed as a Non-Executive Director effective 1 July 2015. The Board thanks Mr Schurink for his contribution to the company. Changes to roles and responsibilities During FY16, the Board approved a reduction of five members to the Social and Ethics Committee. The Committee now consists of APE Sedibe (chairman), LX Mtumtum, Dr JD Salter, J Rossouw and AB Glad. Looking ahead In the short term our focus will be on the continued excellent operations at Vanggatfontein. With the company refocused on a single, profitable mine with a pending attractive expansion and with a simplified corporate structure it is well placed for the future. On behalf of the Board David Salter Mandi Glad Non-Executive Chairman Chief Executive Officer Bryanston 24 June 2016 Provisional condensed consolidated statement of profit or loss and other comprehensive income for the year ended 31 March 2016 Notes Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R CONTINUING OPERATIONS Revenue 2 1 032 079 534 1 181 054 551 Cost of sales 3 (868 776 745) (968 938 863) Gross profit 163 302 789 212 115 688 Other income 4 41 192 246 11 335 914 Mining and related expenses 5 (181 966 055) (21 140 910) Administrative expenses 5 (139 036 414) (75 002 334) Operating (loss)/profit before net finance cost (116 507 434) 127 308 358 Net finance cost (54 159 822) (48 103 717) Finance income 4 045 902 5 277 590 Finance cost 13 and 14 (58 205 724) (53 381 307) Net (loss)/profit before taxation (170 667 256) 79 204 641 Income taxation credit/(expense) 6 2 167 629 (42 188 623) Net (loss)/profit from continuing operations (168 499 627) 37 016 018 DISCONTINUED OPERATIONS Loss from discontinued operations, net of taxation 7 (128 776 357) (108 870 925) Net loss for the year (297 275 984) (71 854 907) Other comprehensive income Items that may be reclassified to profit or loss Foreign currency translation differences 1 840 820 (130 247) Total comprehensive income (295 435 164) (71 985 154) Net loss attributable to: Owners of the company (250 587 708) (31 028 870) Non-controlling interest (46 688 276) (40 826 037) (297 275 984) (71 854 907) Total comprehensive income attributable to: Owners of the company (248 746 888) (31 159 117) Non-controlling interest (46 688 276) (40 826 037) (295 435 164) (71 985 154) Earnings per share Basic earnings per share (cents) 8 (99.7) (13.8) Diluted earnings per share (cents) 8 (99.7) (13.8) Earnings per share - continuing operations Basic earnings per share (cents) 8 (62.2) 12.6 Diluted earnings per share (cents) 8 (62.2) 12.4 The accompanying notes are an integral part of these provisional condensed consolidated financial statements. * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. Provisional condensed consolidated statement of financial position at 31 March 2016 Notes At At 31 March 31 March 2016 2015 (Reviewed) (Audited) R R ASSETS Property, plant and equipment 9 668 297 215 768 617 910 Intangible assets 10 504 568 494 716 434 140 Investments and loans 5 221 048 5 216 499 Restricted cash 7 423 204 10 780 613 Restricted investments 35 225 869 68 305 506 Total non-current assets 1 220 735 830 1 569 354 668 Restricted cash 4 167 503 - Inventory 36 650 671 54 110 477 Trade and other receivables 105 148 757 179 455 807 Taxation 916 892 1 901 772 Cash and cash equivalents 43 379 396 72 546 393 Assets held-for-sale 11 83 812 338 - Total current assets 274 075 557 308 014 449 Total assets 1 494 811 387 1 877 369 117 EQUITY Stated capital 12 850 050 607 692 928 553 Share-based payment reserve 33 664 877 26 546 123 Other reserves 20 925 337 19 084 517 (Accumulated loss)/retained earnings (465 810 406) 103 072 976 Total equity attributable to owners of the company 438 830 415 841 632 169 Non-controlling interest 54 012 482 (3 374 543) Total equity 492 842 897 838 257 626 LIABILITIES Borrowings 13 189 605 397 251 740 913 Mine closure and environmental rehabilitation provision 14 263 471 962 270 058 375 Vendor liability 30 225 541 31 768 646 Deferred taxation 124 275 448 129 179 335 Deferred income - 5 417 691 Total non-current liabilities 607 578 348 688 164 960 Borrowings 13 201 682 303 109 375 308 Financial liabilities - 67 816 Trade and other payables 106 183 447 216 843 420 Taxation 2 731 642 - Provisions - 24 659 987 Liabilities held-for-sale 11 83 792 750 - Total current liabilities 394 390 142 350 946 531 Total equity and liabilities 1 494 811 387 1 877 369 117 The accompanying notes are an integral part of these provisional condensed consolidated financial statements. Provisional condensed consolidated statement of changes in equity for the year ended 31 March 2016 Stated Share- Other (Accu- capital based reserves mulated R payment R loss)/ reserve retained R earnings R Balance at 31 March 2014 692 928 553 18 788 161 19 214 764 134 101 846 Net loss for the year - - - (31 028 870) Other comprehensive income for the year - - (130 247) - Dividends(1) - - - - Transactions with owners of the company recognised directly in equity Share-based payments - 7 757 962 - - Balance at 31 March 2015 692 928 553 26 546 123 19 084 517 103 072 976 Net loss for the year - - - (250 587 708) Other comprehensive income for the year - - 1 840 820 - Dividends(1) - - - - Transactions with owners of the company recognised directly in equity Ordinary shares issued (note 12) 159 697 224 - - - Share issue expenses (2 575 170) - - - Share-based payments - 7 118 754 - - Changes in ownership interest in subsidiaries(2) - - - (318 295 674) Balance at 31 March 2016 850 050 607 33 664 877 20 925 337 (465 810 406) Provisional condensed consolidated statement of changes in equity for the year ended 31 March 2016 (continued) Total Non- Total equity controlling equity attributable interest R to owners (NCI) of the R company R Balance at 31 March 2014 865 033 324 51 183 265 916 216 589 Net loss for the year (31 028 870) (40 826 037) (71 854 907) Other comprehensive income for the year (130 247) - (130 247) Dividends(1) - (13 731 771) (13 731 771) Transactions with owners of the company recognised directly in equity Share-based payments 7 757 962 - 7 757 962 Balance at 31 March 2015 841 632 169 (3 374 543) 838 257 626 Net loss for the year (250 587 708) (46 688 276) (297 275 984) Other comprehensive income for the year 1 840 820 - 1 840 820 Dividends(1) - (7 532 912) (7 532 912) Transactions with owners of the company recognised directly in equity Ordinary shares issued (note 12) 159 697 224 - 159 697 224 Share issue expenses (2 575 170) - (2 575 170) Share-based payments 7 118 754 - 7 118 754 Changes in ownership interest in subsidiaries(2) (318 295 674) 111 608 213 (206 687 461) Balance at 31 March 2016 438 830 415 54 012 482 492 842 897 (1) On subsidiary level, Keaton Mining Proprietary Limited (Keaton Mining) declared and paid dividends of R29 million (FY15: R52.8 million) to its shareholders during the year. The company held a 74% interest in Keaton Mining when these dividends were declared. On 13 November 2015, the company acquired the remaining 26% interest in Keaton Mining (refer to note 12). (2) The premium paid for the non-controlling interests in Keaton Mining, Leeuw Mining and Exploration Proprietary Limited (LME), Amalahle Exploration Proprietary Limited (Amalahle) and Labohlano Trading 46 Proprietary Limited (Labohlano) was recorded as an adjustment against retained earnings in terms of IFRS 10 Consolidated Financial Statements, due to the controlling interests of 74% held in these subsidiaries by the group prior to these transactions. Had the group not held a controlling interest in these subsidiaries, this premium would have been allocated to the relevant assets and liabilities, based on fair value, with the residual being allocated to goodwill. Refer to note 12 for additional information. Provisional condensed consolidated statement of cash flows for the year ended 31 March 2016 Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Audited) R R Cash flows from operating activities(1) 470 183 922 536 917 578 Cash flows from investing activities(2) (404 355 752) (508 882 899) Cash flows from financing activities(3) (89 489 251) (25 044 330) Net (decrease)/increase in cash and cash equivalents (23 661 081) 2 990 349 Cash and cash equivalents at the beginning of the year 72 546 393 69 556 044 Cash and cash equivalents at the end of the year 48 885 312 72 546 393 (1) Operations generated net cash of R470.2 million in FY16 compared to R536.9 million in FY15 after taking working capital outflow of R33.3 million (FY15: R34.1 million) and net finance cost of R19.4 million (FY15: R18.4 million) into account. The decrease in operational cash was as a result of the poor operational performance at Vaalkrantz. (2) Cash invested in investing activities decreased from R508.9 million in FY15 to R404.4 million in FY16. The decrease in investing activities relates mainly to the year-on-year decrease in capital spend at Vanggatfontein of R39.8 million (FY15 included the construction of the Vanggatfontein filter press plant of R34.8 million) and R10.9 million at the Vaalkrantz operation. Group capital spend on intangible assets also decreased year-on-year by R11.5 million, mainly relating to the implementation of the Enterprise Resource Planning (ERP) system of R5.9 million in FY15. The group further liquidated R20.8 million of its restricted investments during the year as a result of an overfunded position. (3) Financing activities utilised cash of R89.5 million in FY16 compared to R25 million in FY15. This is mainly due to borrowings repaid of R80.4 million (FY15: R59.8 million), dividends paid to minority shareholders at subsidiary level of R7.5 million (FY15: R13.7 million) and the acquisition of the 26% minority shareholding in certain subsidiaries for R18.6 million. These were offset by an additional drawdown of R20 million on the Investec Bank Limited term facility. Segment report for the year ended 31 March 2016 Revenue Operating profit/(loss) before Depreciation/amortisation depreciation/amortisation Year ended Year ended Year ended Year ended Year ended Year ended 31 March 31 March 31 March 31 March 31 March 31 March 2016 2015 2016 2015 2016 2015 R R R R R R Vanggatfontein Colliery(1)(4) 1 032 079 534 1 181 054 551 620 227 785 626 861 710 (442 377 223) (423 026 499) Vaalkrantz Colliery(1)(5)(7)(9) 176 821 851 266 646 732 (138 869 519) (88 810 932) (3 992 228) (18 327 526) Sterkfontein Project - - - - - - Keaton Energy Holdings Limited(2)(10) 130 081 591 144 701 219 (169 248 281) (26 702 168) - - Keaton Administrative and Technical Services Proprietary Limited(2) 35 621 484 38 137 163 (9 377 923) 5 261 187 (3 267 157) (899 670) Leeuw Braakfontein Project(11) - - (174 517 839) (8 643 883) - - Koudelager Project(7)(9) - - - - - - Moabsvelden Project(2) - 87 500 (59 428 359) 635 262 - - Other segments(2)(3)(8)(9) - 225 000 (18 540) (3 454 020) (397) (17 524) Total segments 1 374 604 460 1 630 852 165 68 767 324 505 147 156 (449 637 005) (442 271 219) Reconciliation to statements of profit or loss and other comprehensive income and financial position Intersegment, deferred taxation assets and liabilities and other consolidation adjustments (165 703 075) (183 150 882) 134 723 377 (27 661 283) 862 513 - 1 208 901 385 1 447 701 283 203 490 701 477 485 873 (448 774 492) (442 271 219) Net finance cost(6) Elimination of discontinued operations Net (loss)/profit before taxation Total assets and liabilities Segment report for the year ended 31 March 2016 (continued) Operating profit/(loss) after Segment assets Segment liabilities depreciation/amortisation Year ended Year ended At At At At 31 March 31 March 31 March 31 March 31 March 31 March 2016 2015 2016 2015 2016 2015 R R R R R R Vanggatfontein Colliery(1)(4) 177 850 562 203 835 211 881 546 501 937 240 995 1 051 402 348 1 150 738 857 Vaalkrantz Colliery(1)(5)(7)(9) (142 861 747) (107 138 458) 137 062 919 137 443 556 469 253 210 357 638 745 Sterkfontein Project - - 66 042 942 66 014 112 74 971 455 72 702 768 Keaton Energy Holdings Limited(2)(10) (169 248 281) (26 702 168) 954 510 501 961 940 903 24 009 463 23 966 952 Keaton Administrative and Technical Services Proprietary Limited(2) (12 645 080) 4 361 517 11 623 121 17 254 237 56 443 669 47 865 641 Leeuw Braakfontein Project(11) (174 517 839) (8 643 883) 153 526 867 305 464 569 124 128 641 98 613 931 Koudelager Project(7)(9) - - 3 729 601 26 140 496 - - Moabsvelden Project(2) (59 428 359) 635 262 342 107 050 339 984 582 134 367 095 72 453 903 Other segments(2)(3)(8)(9) (18 937) (3 471 544) 334 043 081 333 232 451 129 484 659 113 421 178 Total segments (380 869 681) 62 875 937 2 884 192 583 3 124 715 901 2 064 060 540 1 937 401 975 Reconciliation to statements of profit or loss and other comprehensive income and financial position Intersegment, deferred taxation assets and liabilities and other consolidation adjustments 135 585 890 (27 661 283) (1 389 381 196) (1 247 346 784) (1 062 092 050) (898 290 484) (245 283 791) 35 214 654 1 494 811 387 1 877 369 117 1 001 968 490 1 039 111 491 Net finance cost(6) (54 159 822) (48 103 717) Elimination of discontinued operations 128 776 357 92 093 704 Net (loss)/profit before taxation (170 667 256) 79 204 641 Total assets and liabilities 1 494 811 387 1 877 369 117 1 001 968 490 1 039 111 491 (1) Revenue represents sales to external customers only. (2) Revenue represents intersegment sales only. (3) Includes the subsidiaries Amalahle Exploration Proprietary Limited, Labohlano Trading 46 Proprietary Limited, Ausco Finance Proprietary Limited, Ausco Services Proprietary Limited, Focus Coal Investments Proprietary Limited, Xceed Resourced Limited and the Balgray Prospecting Rights. (4) Coal sales to a major customer as a percentage of revenue exceeded 92% (31 March 2015: 90%). (5) Coal sales to three major customers as a percentage of revenue amounted to 73%, 14% and 10% (two major customers 31 March 2015: 39% and 37%). (6) Net finance cost is not reported as forming part of each segment profit or loss as these are not measured or reported to the chief operating decision maker (CODM) in connection with the segment but rather on a collective company/group basis. (7) Classified as a discontinued operation. Refer to note 7. (8) Amalahle Exploration Proprietary Limited and the Balgray Prospecting Rights included in other segments are classified as discontinued operation. Refer to note 7. (9) Includes impairment charge of R85.9 million (2015: R56.5 million relating to Vaalkrantz), allocated as follows: Vaalkrantz R53.4 million, Koudelager R27 million and other segment R5.5 million (Amalahle R0.5 million and Balgray R5 million). (10)Includes impairment charge of R260.5 million (2015: R126.6 million). (11)Includes impairment charge of R159.2 million (2015: Rnil), as disclosed in note 5. Notes to the provisional condensed consolidated financial statements for the year ended 31 March 2016 1 Basis of preparation and accounting policies The condensed consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports and the requirements of the Companies Act of South Africa. The Listings Requirements require provisional reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated financial statements. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R 2 Revenue Coal sales 829 945 776 865 723 757 Transportation income 202 133 758 315 330 794 1 032 079 534 1 181 054 551 * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R 3 Cost of sales Mining contractors 504 839 492 490 410 175 Depreciation 428 054 868 430 131 768 Fuel 89 531 394 122 702 113 Labour 11 277 393 11 755 624 Other direct mining costs 10 916 214 9 503 369 Transport costs 181 954 225 285 193 420 Inventory movement 13 532 521 3 705 610 Deferred stripping capitalised(1) (375 488 648) (388 801 090) Royalty taxation 4 159 286 4 337 874 868 776 745 968 938 863 (1) The deferred stripping credit relates to costs incurred, in an opencast operation, in advance to pre-strip an area of waste in order to expose the Coal Reserve. The costs are capitalised to mine development costs in property, plant and equipment until such time as the coal exposed is subsequently mined. The stripping activity asset is depreciated on the units-of-production method, over the expected production life of the identified component of the Coal Reserve. * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R 4 Other income Discard sales 987 796 1 423 839 Sundry income(1) 40 204 450 9 912 075 41 192 246 11 335 914 (1) Included in sundry income for the current financial year is a credit of R37.5 million relating to the reversal of the Megacube liability previously included under trade and other payables. Refer to notes 15 and 19 for additional information. * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R 5 Operating (loss)/profit before net finance cost Operating (loss)/profit before net finance cost are stated after: Impairment of intangible assets(1) 159 161 739 - Loss on initial recognition of a financial liability(2) 61 525 698 - (1) Impairment recognised on intangible assets of the Leeuw Braakfontein Project, refer to note 10 for additional disclosure. This impairment charge, included in mining and related expenses, is the main reason for the increase in mining and related expenses year-on-year. (2) The loss on initial recognition of the Gunvor SA loan as disclosed in note 13, is the main reason for the increase in administrative expenses year-on-year. * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Restated)* R R 6 Income taxation (credit)/expense Current taxation expense Current year 2 736 258 - Deferred taxation Origination and reversal of temporary differences (4 903 887) 42 188 623 (2 167 629) 42 188 623 The income taxation credit of R2.2 million for the year ended 31 March 2016 is mainly attributable to: - Keaton Mining's deferred taxation expense of R38.7 million, in line with that of FY15, as a result of the continued profitable performance at Vanggatfontein. The deferred taxation liability in the statement of financial position accordingly increased by the same amount. - Keaton Energy Holdings Limited's taxation expense of R3.7 million of which R2.7 million relates to current taxation. - LBC's deferred taxation credit of R44.6 million after the reversal of the previously recognised deferred taxation liability. The reversal is as a result of the impairment loss recognised on intangible assets of R159.2 million (refer to notes 5 and 10). The deferred taxation liability in the statement of financial position accordingly decreased by the same amount. * The audited 31 March 2015 group results have been restated for the effects of the application of IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations following management's decision to dispose of certain operations within the group (refer to note 7). The provisional condensed consolidated statement of financial position and the provisional condensed consolidated statement of changes in equity for this period is not required to be restated. 7 Discontinued operations The Vaalkrantz operation (part of LME) continued experiencing challenging geological conditions during the current financial year. This, coupled with the closure of two production sections as a result of safety and difficult mining conditions, continued depressed coal prices, increased costs and lower than expected yields resulted in the Board of Directors committing to a plan to dispose of the Vaalkrantz operation in September 2015. In addition, a decision was taken to dispose of the Balgray Project and the Koudelager Project (both part of LME) as they are seen as life extensions to the Vaalkrantz operation, as well as the Mooiklip Coal project (part of Amalahle). This disposal group is classified as a discontinued operation as this sale is part of a single co-ordinated plan to dispose of the group's anthracite assets (separate major line of business) which are all situated in KwaZulu-Natal (geographic area of operations). The Braakfontein Thermal Coal Project, held by LBC, a wholly owned subsidiary of LME, is specifically excluded from the transaction. LBC, which will be unbundled from LME, will become a direct wholly owned subsidiary of the company. The company entered into a Sale of Shares and Claims Agreement with Bayete Energy Resources Proprietary Limited (BER) on or about 11 February 2016 as announced on 15 February 2016. There are still a number of suspensive conditions which have to be met for the sale to become effective, including section 11 consent from the Minister of Mineral Resources in terms of the Mineral Petroleum and Resources Development Act, 28 of 2002 (MPRDA). The company also simultaneously entered into a management agreement with Witbank Mineral Resources Proprietary Limited (WMR), a related party to BER for the management of LME up to and until the Sale of Shares and Claims Agreement with BER becomes unconditional. As a consequence of the occurrence of a force majeure event, namely the drought which has resulted in Vaalkrantz Colliery having no water within which to conduct its operations, management decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016 (refer to note 19 for additional information). The Sale of Shares and Claims Agreement as well as the Management Agreement are still effective with some of the clauses of the Management Agreement being temporarily suspended. Management expects that the sale with BER will be completed within the next 12 months. These segments were not previously classified as held-for-sale or as discontinued operations. The comparative statements of profit or loss and other comprehensive income have been restated to show the discontinued operations separately from continuing operations. Results of discontinued operations Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Reviewed) R R DISCONTINUED OPERATIONS Revenue 176 821 851 266 646 732 Cost of sales (209 022 228) (275 243 408) Gross loss (32 200 377) (8 596 676) Other income 4 715 000 8 595 246 Operating expenses (99 650 936) (90 453 422) Operating loss before net finance cost (127 136 313) (90 454 852) Net finance cost (1 640 044) (1 638 852) Finance income 1 101 540 872 881 Finance cost (2 741 584) (2 511 733) Net loss before taxation (128 776 357) (92 093 704) Income taxation expense - (16 777 221) Net loss from discontinued operations (128 776 357) (108 870 925) Net loss attributable to: Owners of the company (94 325 973) (59 193 962) Non-controlling interest (34 450 384) (49 676 963) (128 776 357) (108 870 925) Cash flows from discontinued operations Cash flows from operating activities (36 920 578) 20 784 986 Cash flows from investing activities (13 700 452) (28 265 695) Cash flows from financing activities (73 764) (3 641 176) Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Audited) 8 Earnings and net asset value per share The calculation of basic earnings per share is based on net (loss)/profit for the year, attributable to owners of the company, divided by the weighted average number of ordinary shares in issue during the year. Net (loss)/profit attributable to owners of the company (rand) (250 587 708) (31 028 870) Continuing operations (156 261 735) 28 165 092 Discontinued operations (94 325 973) (59 193 962) Weighted average number of ordinary shares in issue 251 263 124 224 354 265 Basic earnings per share (cents) (99.7) (13.8) Continuing operations (62.2) 12.6 Discontinued operations (37.5) (26.4) Diluted earnings per share The calculation of diluted earnings per share is based on net (loss)/profit for the year attributable to owners of the company. The weighted average number of shares in issue is adjusted to assume conversion of all potential dilutive shares as a result of share options granted under the share option schemes in issue. A calculation is performed to determine the number of shares that could have been acquired at fair value, determined as the average annual market share price of the company's shares, based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Weighted average number of ordinary shares in issue 251 263 124 224 354 265 Potential shares - 3 673 899 Weighted average number of shares for diluted earnings per share 251 263 124 228 028 164 Diluted earnings per share (cents)(1) (99.7) (13.8) Continuing operations(2) (62.2) 12.4 Discontinued operations(1) (37.5) (26.4) (1) Anti-dilutive. (2) Anti-dilutive in the current year. Headline earnings per share The calculation of headline earnings, net of taxation and NCI, per share is based on the basic earnings per share calculation adjusted for the following items: Year ended Year ended Year ended Year ended 31 March 2016 31 March 2016 31 March 2015 31 March 2015 Gross Net Gross Net (Reviewed) (Reviewed) (Audited) (Audited) R R R R Continuing operations Net (loss)/profit for the year attributable to owners of the company (156 261 735) 28 165 092 Adjusted for: Loss/(profit) on disposal of property, plant and equipment 166 124 135 425 (67 738) (35 668) Impairment of intangible assets 159 161 739 114 596 453 - - Headline earnings - continuing operations (41 529 857) 28 129 424 Discontinued operations Net loss for the year attributable to owners of the company (94 325 973) (59 193 962) Adjusted for: Loss on disposal of property, plant and equipment - - 3 600 000 1 918 080 Impairment of assets 85 938 540 68 307 641 56 532 043 30 120 273 Headline earnings - discontinued operations (26 018 332) (27 155 609) Total headline earnings (67 548 189) 973 815 Cents Cents Headline earnings per share (26.9) 0.4 Continuing operations (16.5) 12.5 Discontinued operations (10.4) (12.1) Diluted headline earnings per share(2) (26.9) 0.4 Continuing operations(2) (16.5) 12.3 Discontinued operations(1) (10.4) (12.1) (1) Anti-dilutive. (2) Anti-dilutive in the current year. Year ended Year ended 31 March 31 March 2016 2015 (Reviewed) (Audited) Net asset value per share Number of shares in issue 291 994 256 224 442 642 Net asset value per share (cents) 169 373 Number of Number of shares shares 2016 2015 (Reviewed) (Audited) Weighted/weighted diluted average number of ordinary shares: Shares in issue at 1 April 2015 (1 April 2014) 224 442 642 224 310 979 Effect of shares issued 2 December 2014 - 43 286 Effect of shares issued 11 August 2015 2 442 231 - Effect of shares issued 13 November 2015 24 378 251 - Weighted number of ordinary shares at reporting date 251 263 124 224 354 265 Potential diluted shares - 3 673 899 Diluted number of ordinary shares in issue at reporting date 251 263 124 228 028 164 Land, Mine Assets Plant and buildings development under equipment and leasehold R construction R improvements R R 9 Property, plant and equipment Cost 31 March 2016 Opening balance 35 243 620 1 618 181 752 34 829 528 239 736 649 Reclassification to assets held-for-sale (refer to note 11) (12 120 000) (200 406 749) - (85 675 108) Additions(1) 72 360 379 877 839 6 392 910 3 898 036 Change in estimates - environmental rehabilitation assets - 11 690 416 - (101 000) Reclassification(2) - - (41 222 438) 41 222 438 Disposals - - - - Closing balance 23 195 980 1 809 343 258 - 199 081 015 31 March 2015 Opening balance 38 818 599 1 167 097 812 - 234 979 584 Additions 25 021 408 959 920 34 829 528 4 489 999 Change in estimates - environmental rehabilitation assets - 42 124 020 - 267 066 Disposals (3 600 000) - - - Closing balance 35 243 620 1 618 181 752 34 829 528 239 736 649 Accumulated depreciation and impairment losses 31 March 2016 Opening balance (10 344 242) (1 144 563 243) - (83 744 609) Reclassification to assets held-for-sale (refer to note 11) 6 045 862 166 889 286 - 70 974 438 Depreciation expense (507 642) (425 644 604) - (11 403 986) Disposals - - - - Closing balance (4 806 022) (1 403 318 561) - (24 174 157) 31 March 2015 Opening balance (3 440 152) (668 685 871) - (60 553 729) Depreciation expense (858 228) (434 285 950) - (18 167 598) Impairment loss (6 045 862) (41 591 422) - (5 023 282) Disposals - - - - Closing balance (10 344 242) (1 144 563 243) - (83 744 609) Carrying amount 31 March 2016 18 389 958 406 024 697 - 174 906 858 31 March 2015 24 899 378 473 618 509 34 829 528 155 992 040 All plant and equipment, except leasehold improvements, are owned. Mine Furniture and Other Total infrastructure equipment R R R R 9 Property, plant and equipment (continued) Cost 31 March 2016 Opening balance 109 221 019 4 310 325 7 252 026 2 048 774 919 Reclassification to assets held-for-sale (refer to note 11) (13 461 262) (1 933 736) (2 183 486) (315 780 341) Additions(1) 44 000 339 913 594 647 391 219 705 Change in estimates - environmental rehabilitation assets (2 242 757) - - 9 346 659 Reclassification(2) - - - - Disposals - (133 260) (929 892) (1 063 152) Closing balance 93 561 000 2 583 242 4 733 295 2 132 497 790 31 March 2015 Opening balance 109 024 051 3 708 461 5 169 055 1 558 797 562 Additions 730 412 659 776 2 622 843 452 317 499 Change in estimates - environmental rehabilitation assets (533 444) - - 41 857 642 Disposals - (57 912) (539 872) (4 197 784) Closing balance 109 221 019 4 310 325 7 252 026 2 048 774 919 Accumulated depreciation and impairment losses 31 March 2016 Opening balance (36 068 745) (2 353 208) (3 082 962) (1 280 157 009) Reclassification to assets held-for-sale (refer to note 11) 11 245 557 1 817 348 1 879 918 258 852 409 Depreciation expense (4 329 576) (507 356) (831 920) (443 225 084) Disposals - 77 969 251 140 329 109 Closing balance (29 152 764) (965 247) (1 783 824) (1 464 200 575) 31 March 2015 Opening balance (24 871 878) (1 677 011) (2 413 841) (761 642 482) Depreciation expense (7 414 681) (707 678) (831 877) (462 266 012) Impairment loss (3 782 186) (24 828) (64 463) (56 532 043) Disposals - 56 309 227 219 283 528 Closing balance (36 068 745) (2 353 208) (3 082 962) (1 280 157 009) Carrying amount 31 March 2016 64 408 236 1 617 995 2 949 471 668 297 215 31 March 2015 73 152 274 1 957 117 4 169 064 768 617 910 All plant and equipment, except leasehold improvements, are owned. (1) Deferred stripping additions of R375.5 million (2015: R388.8 million) are included in mine development. The deferred stripping additions relate to costs incurred, in an opencast operation, in advance to pre-strip an area of waste in order to expose the Coal Reserve. The costs are capitalised to mine development costs in property, plant and equipment until such time as the coal exposed is subsequently mined. The stripping activity asset is depreciated on the units-of-production method, over the expected production life of the identified component of the Coal Reserve. (2) The reclassification from assets under construction to plant and equipment relates to the commissioning of the filter press plant at the Vanggatfontein operation during the current year. Exploration and evaluation assets Other Mineral and Drilling Other Richards Bay Computer Total Prospecting expenses evaluation Coal Terminal software R Rights R expenses Quattro R acquired R Scheme R participation R 10 Intangible assets Cost 31 March 2016 Opening balance 611 145 957 20 141 021 61 403 891 22 717 726 5 947 720 721 356 315 Reclassification to assets held-for-sale (refer to (24 772 826) (207 120) (12 750 069) (22 717 726) - (60 447 741) note 11) Additions - 250 777 4 172 320 - 571 800 4 994 897 Closing balance 586 373 131 20 184 678 52 826 142 - 6 519 520 665 903 471 31 March 2015 Opening balance 611 145 957 18 573 644 51 658 576 22 717 726 - 704 095 903 Additions - 1 567 377 9 745 315 - 5 947 720 17 260 412 Closing balance 611 145 957 20 141 021 61 403 891 22 717 726 5 947 720 721 356 315 Accumulated amortisation and impairment losses 31 March 2016 Opening balance - - - (4 922 175) - (4 922 175) Reclassification to assets held-for-sale (refer to - - - 4 922 175 - 4 922 175 note 11) Amortisation - - - - (2 173 238) (2 173 238) Impairment loss(1) (145 530 060) - (13 631 679) - - (159 161 739) Closing balance (145 530 060) - (13 631 679) - (2 173 238) (161 334 977) 31 March 2015 Opening balance - - - (3 407 661) - (3 407 661) Amortisation - - - (1 514 514) - (1 514 514) Closing balance - - - (4 922 175) - (4 922 175) Carrying amount 31 March 2016 440 843 071 20 184 678 39 194 463 - 4 346 282 504 568 494 31 March 2015 611 145 957 20 141 021 61 403 891 17 795 551 5 947 720 716 434 140 (1) To date, the Leeuw Braakfontein Project (reported as a separate segment) has been evaluated on the basis of both an export and domestic thermal coal operation. Continued depressed export coal pricing and a bleak medium-term view on the Richards Bay API4 index has had a material impact on the economics of Braakfontein. We continue to evaluate feasibility options around exclusive domestic supply. However, until the pricing and delivery schedule for such supply are firmed up, the economics of Braakfontein remain depressed in line with global seaborne coal prices. Taking into account the aforementioned information, using the updated life-of-mine plan of 17 years, market-related coal prices and a real discount rate of 13%, the group calculated the recoverable amount for LBC (using a value-in-use model) of R115.3 million, which resulted in an impairment charge of R159.2 million recorded in mining and related expenses in the statement of profit or loss. 11 Disposal group held-for-sale As disclosed in note 7, the Board committed to a plan to sell the Vaalkrantz operation, the Balgray Coal Project, the Koudelager Coal Project and the Mooiklip Coal Project (disposal group). The disposal group is accordingly presented as held-for-sale. At 31 March 2016, the disposal group comprised the following assets and liabilities: Notes At 31 March 2016 (Reviewed) R Assets Property, plant and equipment 11.1 26 578 141 Intangible assets 11.2 5 961 689 Restricted investments 29 650 899 Inventory 4 633 734 Trade and other receivables 11 481 959 Cash and cash equivalents 5 505 916 83 812 338 Liabilities Borrowings 72 234 Mine closure and environmental rehabilitation provision 34 648 900 Trade and other payables 28 786 616 Provisions 20 285 000 83 792 750 An impairment loss of R22 million was recognised on property, plant and equipment (refer to note 11.1) and an impairment loss of R47.8 million was recognised on intangible assets (refer to note 11.2) in terms of IAS 36 immediately before the assets were classified as held-for-sale in terms of IFRS 5 in September 2015. The recoverable amount of R4.2 million was determined using fair value less costs to sell based on the offer received at arm's length from an unrelated party for the discontinued operations. The impairment losses were recognised in operating expenses (refer to note 7). On 31 March 2016, an additional impairment loss of R16.1 million was recognised on remeasurement of the disposal group to fair value less costs to sell in terms of IFRS 5. The fair value less costs to sell was determined based on the Sale of Shares and Claims Agreement concluded at arm's length with an unrelated party, BER (refer to notes 7 and 19), as well as taking into account the fact that the Vaalkrantz operation has been placed on care and maintenance. The fair value less costs to sell of the disposal group was determined by management to be Rnil. There are no cumulative income or expenses included in OCI relating to the disposal group. Land, buildings Mine Assets under Plant and and leasehold development construction equipment improvements R R R R 11.1 Property, plant and equipment Cost 31 March 2016 Opening balance - reclassified as assets held-for-sale 12 120 000 200 406 749 - 85 675 108 Additions - 5 372 558 411 548 1 302 000 Change in estimates - environmental rehabilitation assets - (308 916) - - Disposals - - - - Closing balance 12 120 000 205 470 391 411 548 86 977 108 Accumulated depreciation and impairment losses 31 March 2016 Opening balance - reclassified as assets held-for-sale (6 045 862) (166 889 286) - (70 974 438) Depreciation expense(1) - (1 302 731) - (767 434) Impairment loss(2) (5 781 505) (19 584 328) (144 492) (8 965 107) Disposals - - - - Closing balance (11 827 367) (187 776 345) (144 492) (80 706 979) Carrying amount 31 March 2016 292 633 17 694 046 267 056 6 270 129 Mine Furniture and Other Total infrastructure equipment R R R R 11.1 Property, plant and equipment (continued) Cost 31 March 2016 Opening balance - reclassified as assets held-for-sale 13 461 262 1 933 736 2 183 486 315 780 341 Additions 1 276 591 15 978 244 242 8 622 917 Change in estimates - environmental rehabilitation assets - - - (308 916) Disposals - (19 806) - (19 806) Closing balance 14 737 853 1 929 908 2 427 728 324 074 536 Accumulated depreciation and impairment losses 31 March 2016 Opening balance - reclassified as assets held-for-sale (11 245 557) (1 817 348) (1 879 918) (258 852 409) Depreciation expense(1) (119 861) (44 619) (82 258) (2 316 903) Impairment loss(2) (1 733 216) (26 365) (99 222) (36 334 235) Disposals - 7 152 - 7 152 Closing balance (13 098 634) (1 881 180) (2 061 398) (297 496 395) Carrying amount 31 March 2016 1 639 219 48 728 366 330 26 578 141 (1) Includes depreciation up to date of classification as assets held-for-sale on 30 September 2015. (2) Includes impairment loss of R22 million recognised on 30 September 2015 in terms of IAS 36 and impairment loss of R14.3 million recognised on 31 March 2016 for remeasurement of the disposal group to fair value less costs to sell. Exploration and evaluation assets Other Mineral Drilling Other Richards Bay Computer Total and expenses evaluation Coal Terminal software R Prospecting R expenses Quattro R Rights R Scheme acquired participation R R 11.2 Intangible assets Cost 31 March 2016 Opening balance - reclassified as assets held-for-sale 24 772 826 207 120 12 750 069 22 717 726 - 60 447 741 Additions - - 797 686 - - 797 686 Closing balance 24 772 826 207 120 13 547 755 22 717 726 - 61 245 427 Accumulated amortisation and impairment losses 31 March 2016 Opening balance - reclassified as assets held-for-sale - - - (4 922 175) - (4 922 175) Amortisation(1) - - - (757 258) - (757 258) Impairment loss(2) (24 772 826) (207 120) (7 586 066) (17 038 293) - (49 604 305) Closing balance (24 772 826) (207 120) (7 586 066) (22 717 726) - (55 283 738) Carrying amount 31 March 2016 - - 5 961 689 - - 5 961 689 (1) Includes amortisation up to date of classification as assets held-for-sale on 30 September 2015. (2) Includes impairment loss of R47.8 million recognised on 30 September 2015 in terms of IAS 36 and impairment loss of R1.8 million recognised on 31 March 2016 for remeasurement of the disposal group to fair value less costs to sell. 12 Change in interests in subsidiaries During the year, the company acquired the following additional interests in subsidiaries: Leeuw Mining Amalahle Labohlano Keaton Mining Total and Exploration Exploration Trading 46 Proprietary Proprietary Proprietary Proprietary Limited* Limited Limited Limited Additional % interest acquired 26% 26% 26% 26% Effective date 30 September 7 August 11 August 13 November 2015 2015 2015 2015 Consideration paid to NCI 38 490 237 1 000 000 10 548 198 156 649 026 206 687 461 Cash 38 490 237 1 000 000 1 500 000 6 000 000 46 990 237 Shares issued(1) - - 9 048 198 150 649 026 159 697 224 Carrying amount of NCI acquired (40 588 803) (3 536 563) 2 440 078 (69 922 925) (111 608 213) Decrease in equity attributable to owners of the group (79 079 040) (4 536 563) (8 108 120) (226 571 951) (318 295 674) (1) 63 731 714 ordinary no par value shares were issued to Rutendo Mining Proprietary Limited (Rutendo Mining), in exchange for Rutendo Mining's 26% shareholding in Keaton Mining, at an issue price of R2.3638 per share totalling R150.6 million, net of transaction costs of R2.6 million. Rutendo Mining is a related party to the group, as APE Sedibe and AB Glad are directors and shareholders of Rutendo Mining. In addition 3 819 900 ordinary no par value shares were issued to Moneybox Investments 156 Proprietary Limited (Moneybox), in exchange for Moneybox's 26% shareholding in Labohlano, at an issue price of R2.3687 per share totalling R9 million. * As at 31 March 2016, R3 million of the cash purchase consideration was paid with the remaining R3 million repayable in monthly instalments of R1 million in terms of the agreement with the non-controlling shareholders. 13 Borrowings Investec Bank Limited - loan On 17 January 2014, Keaton Mining (cedent or borrower) concluded a facility agreement with Investec Bank Limited acting through its corporate and institutional banking division (lender or arranger) to settle the project finance facility with Nedbank Limited and to partially fund the acquisition of Xceed. The original loan facility comprised a term facility of R300 million and a working capital facility of R50 million. During February 2016, Keaton Mining and Investec Bank Limited amended some of the terms of the existing facility agreement: - The term facility was increased from R300 million to R320 million. - The working capital facility was reduced from R50 million to R20 million. - Compliance to debt covenants are to be performed quarterly (previously bi-annually). - The debt to EBITDA ratio was reduced to a maximum of 2.5 (previously 4). - Current assets to current liabilities ratio was removed. - A minimum cash balance of R20 million is to be maintained per quarter. - Distributions to companies within the Keaton group have been limited to R18 million per quarter. At reporting date, R320 million of the term facility had been drawn. The loan bears interest at the three-month JIBAR plus a margin of 4% (interest rate). Commitment fees of 1% annually of undrawn facilities applies relating to the first R300 million and 1.2% annually to the remaining R20 million, which is payable to the lender. The facility is repayable in quarterly payments which commenced on 31 July 2014 and end on 31 October 2018. Total interest accrued for the year ended 31 March 2016 amounted to R22.9 million (2015: R28.2 million). In the event that the borrower defaults, interest will be levied at a margin of 2% above the interest rate. In the event that the group's EBITDA on a six-monthly basis does not exceed R200 million, the interest rate will be increased by a margin of 0.5% until such time that the group again achieves the targeted EBITDA. At reporting date, R5.5 million (2015: R5.5 million) of the working capital facility had been drawn. The facility bears interest at the one-month JIBAR plus a margin of 3.75%. Total interest accrued for the year ended 31 March 2016 amounted to R0.6 million (2015: R0.04 million). Commitment fees of 0.75% annually of undrawn facilities applies, which is payable to the lender. The working capital facility is renewable annually. The debt covenant tests for the group are as follows: Maximum total debt to equity 1:1 Loan life cover ratio (minimum) 1.5:1 Reserve tail ratio (minimum) 25% Debt service cover ratio (minimum) 1.3:1 Maximum total debt to EBITDA 2.5:1 Minimum cash balance (quarterly basis) R20 million Maximum distributions to the group (per quarter) R18 million The debt covenant tests were performed bi-annually during the year and will be performed quarterly from March 2016. At 31 March 2016 and 2015, there were no breaches of the covenants. Gunvor SA - US dollar loan During the 2014 financial year, the company entered into a coal sale agreement with Gunvor SA for the supply of 600 000 tonnes of coal to be delivered from the group's Moabsvelden Project over a 22-month period from 1 January 2015 to 31 October 2016. This agreement had a prefinance loan clause where Gunvor SA paid an amount of USD4 million to the company to assist with the development of the Moabsvelden Project within Neosho Trading 86 Proprietary Limited (Neosho) and to enable the company to meet its obligations to supply coal under the agreement. As at 31 March 2014, the group recognised a receivable of R37.6 million which represented the discount to the fair value of its shares issued to Plusbay Limited, a wholly owned subsidiary of Gunvor Group Limited (as part of the acquisition of Xceed Resources Limited which included Neosho) which was accounted for as a share-based payment. The discount was recognised as an asset as it then related to future financing to be obtained in the form of the USD4 million prepayment for coal. During the 2015 financial year, the prepayment of USD4 million (R43 million) was received by Neosho from Gunvor SA, with the difference of R5.4 million recognised as deferred income on group level, relating to the coal to be delivered to Gunvor SA, once production at the Moabsvelden Project commenced. In terms of the coal sale agreement the prepayment of USD4 million is immediately repayable to Gunvor SA, should Moabsvelden fail to commence with production and subsequently fail to deliver coal to Gunvor SA by 31 December 2015. Due to delays beyond the control of the group, being the granting of an Integrated Water Use Licence and the conclusion of a coal supply agreement with Eskom, production could not commence by 31 December 2015 as required. A financial liability therefore had to be recognised at 31 December 2015 at fair value of R66.9 million resulting in a loss on initial recognition of R61.5 million recorded in administrative expenses in profit or loss. The prepayment is repayable plus interest at a nominal rate of 5.31% compounded monthly in arrears. Total interest accrued for the year ended 31 March 2016 amounted to R0.9 million. At At 31 March 31 March 2016 2015 (Reviewed) (Audited) R R Interest-bearing borrowings Non-current borrowings Investec Bank Limited - Loan 130 247 791 184 803 934 Balance at the beginning of the year 184 803 934 249 731 047 Drawdown 20 000 000 - Interest 22 885 531 28 220 365 Repayments (interest and capital) (91 490 316) (72 743 239) Issue costs (350 000) - Amortisation of issue costs 999 877 1 329 429 Net adjustments to current portion (6 601 235) (21 733 668) Investec Bank Limited - Working capital facility (WCF) - - Balance at the beginning of the year - - Drawdown - 5 500 000 Interest 564 103 38 378 Net adjustments to current portion (564 103) (5 538 378) Gunvor SA - Loan - - Balance at the beginning of the year - - Initial recognition of financial liability 66 943 389 - Interest 913 399 - Foreign exchange gain (2 569 112) - Net adjustments to current portion (65 287 676) - Industrial Development Corporation - Loan - - Balance at the beginning of the year - 2 338 168 Interest - 121 198 Repayments (interest and capital) - (4 331 000) Net adjustments to current portion - 1 871 634 Industrial Development Corporation - LME preference shares - - Balance at the beginning of the year - 27 989 417 Dividends accrued 4 978 146 4 183 696 Net adjustments to current portion (4 978 146) (32 173 113) Vitol SA - Loan 59 207 937 66 665 511 Balance at the beginning of the year 66 665 511 61 556 110 Interest 2 937 858 2 235 181 Repayments (interest and capital) (10 775 786) (5 696 384) Foreign exchange loss 15 323 399 8 570 604 Net adjustments to current portion (14 943 045) - Other borrowings 149 669 271 468 Balance at the beginning of the year 271 468 223 029 Reclassification to assets held-for-sale (124 802) - Lease agreements concluded 233 118 382 940 Interest 21 999 24 124 Repayments (319 324) (269 694) Net adjustments to current portion 67 210 (88 931) Total non-current borrowings 189 605 397 251 740 913 Current borrowings Investec Bank Limited - Loan 77 984 594 71 383 359 Investec Bank Limited - WCF 6 102 481 5 538 378 Gunvor SA - Loan 65 287 676 - Vitol SA - Loan 14 943 045 - Industrial Development Corporation - LME preference shares 37 151 259 32 173 113 Instalment sale agreements with other borrowers 213 248 280 458 Total current borrowings 201 682 303 109 375 308 Total interest-bearing borrowings 391 287 700 361 116 221 At At 31 March 31 March 2016 2015 (Reviewed) (Audited) R R 14 Mine closure and environmental rehabilitation provision Balance at the beginning of the year 270 058 375 215 181 397 Reclassification to assets held-for-sale (32 273 256) - Increase in provision 25 686 843 54 876 978 Additional provision due to new disturbances allocated to property, plant and equipment 9 346 659 41 857 642 Change in estimate recognised in profit or loss (4 557 835) (4 669 408) Unwinding of discount (included in finance cost) 20 898 019 17 688 744 Balance at the end of the year 263 471 962 270 058 375 15 Contingencies, commitments and legal disputes The group has the following contingencies, commitments and legal disputes: (i) During July 2015, the company and its subsidiary, Keaton Mining concluded an agreement with Moneybox regarding the grant of call options by the company and Keaton Mining to Moneybox to acquire all of the ordinary shares, preference shares and associated preference dividends rights held by the company in Labohlano, and the Prospecting Rights and related geological and technical reports owned by Keaton Mining relating to the Sterkfontein Project. The total purchase price for the sale will be R152 million plus accrued preference dividends to the effective date. The options shall only become effective on the fulfilment of the last condition precedent (including, inter alia, approval being obtained from the Board of Directors of the various parties, shareholders' approval, compliance with the JSE Listings Requirements and the relevant provisions of the Companies Act, 2008, and approval being obtained from Investec Bank Limited in accordance with Keaton Mining's facility agreement). The option is exercisable by Moneybox until 31 January 2017. (ii) Keaton Mining vs Megacube The legal dispute between Keaton Mining and Megacube was settled subsequent to year-end (refer to note 19). The following award was made in favour of Keaton Mining on 28 April 2016 regarding the merits of the dispute. The more substantial claims awarded in favour of Keaton Mining are listed below: - Megacube's claim of R42.5 million is dismissed with cost. - Megacube is liable to compensate Keaton Mining for the damages which flow from its failure to mine and deliver 300 000 tonnes of run-of-mine (ROM) coal per month. - Megacube is liable to make payment to Keaton Mining in such an amount equalling the present value of 657 583.8 tonnes of ROM coal not mined. - Megacube is directed to pay Keaton Mining's costs, such costs to include the employment of two counsel and the qualifying fees of expert witnesses. The quantum of the claims awarded will be dealt with in the coming months. A reliable estimate of the amount to be received can only be made once the outcome of the quantification portion of the arbitration has been finalised/settled. On 10 June 2016, Megacube filed an application in the High Court of Gauteng to have the arbitration award reviewed and set aside. This application will be opposed. The company's management and its legal advisors strongly believe that this application is without merit. (iii) Neosho Trading 86 Proprietary Limited (Neosho) and Focus Coal Investments Proprietary Limited (FCI) vs Thebe Mining Resources Proprietary Limited and Main Street 1055 Proprietary Limited (Thebe) Thebe have commenced arbitration (litigation) against Neosho and FCI in which they are claiming that the transaction previously entered into with Thebe for the acquisition of 30% of the shareholding in Neosho, becomes unconditional and therefore effective resulting in Thebe becoming a 30% shareholder of Neosho, failing which they are claiming alleged damages of R59 million and associated costs in respect of alleged breaches by FCI and Neosho in the fulfilment of the suspensive conditions to such transaction (the subscription agreement entered into between the companies). Neosho and FCI are defending the arbitration (litigation) proceedings and believe that there is no reasonable basis for the claim and believe that a provision for this potential cost is not required at 31 March 2016. At At 31 March 31 March 2016 2015 (Reviewed) (Audited) R R Capital commitments Authorised but not contracted 22 628 750 44 548 617 Authorised and contracted 5 696 211 16 830 134 All contracted amounts will be funded through existing funding mechanisms within the group and cash generated from operations. 16 Financial risk management activities The table below presents the group's fair value measurement hierarchy: Level 1: Quoted prices (unadjusted) in active markets for identical assets; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly (that is, as prices) or indirectly (that is derived from prices); and Level 3: Inputs for the asset that are not based on observable market data (that is unobservable inputs). Fair value Accounting classification Carrying Level 1 Level 2 Level 3 amount R R R R At 31 March 2016 Financial assets Restricted investments At fair value through profit or loss financial assets (designated) 35 225 869 35 225 869 - - Restricted investments (held-for-sale) At fair value through profit or loss financial assets (designated) 29 650 899 29 650 899 - - Financial liabilities Borrowings (IDC preference shares) Financial liabilities at amortised cost 37 151 259 - 39 132 476 - At 31 March 2015 Financial assets Restricted investments At fair value through profit or loss financial assets (designated) 68 305 506 68 305 506 - - Trade and other receivables (forward exchange contracts) At fair value through profit or loss financial assets 433 134 - 433 134 - Financial liabilities Short-term financial liabilities At fair value through profit or loss financial liabilities 67 816 - 67 816 - Borrowings (IDC preference shares) Financial liabilities at amortised cost 32 173 113 - 32 245 303 - Basis for determining fair values The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used. Interrelationship between unobservable inputs and fair Type Valuation technique Significant unobservable inputs value measurement Financial assets Valued by an independent financial - Forward looking market rates. The estimated fair value would Forward exchange institution using forward looking (increase)/decrease pending contracts (FECs) market rates until the realisation changes to the unobservable inputs. date of the relevant instruments. Financial liabilities Discounted cash flows: considers - Risk adjusted rate of 9.25% The estimated fair value would Borrowings (IDC the present value of the expected (2015: 9.25%). (increase)/decrease pending preference shares) payments discounted using risk changes to the unobservable inputs. adjusted discount rates. The carrying values (less any impairment allowance) of restricted cash, cash and cash equivalents, investments and loans, trade and other receivables, borrowings, vendor liability and trade and other payables approximate their fair values. 17 Dividends No dividends have been declared nor are any proposed for the year ended 31 March 2016 (31 March 2015: Rnil). 18 Going concern At 31 March 2016 the group's current liabilities exceeded its current assets by R120.3 million (2015: R42.9 million). This increase in current liabilities in the group is attributable mainly to the initial recognition of a financial liability of R66.9 million payable to Gunvor SA (Gunvor), as described in more detail in note 13 to the condensed consolidated financial statements. At 31 March 2016 the entire liability was included in current liabilities as the group had entered into commercial negotiations with Gunvor to agree revised repayment terms, but was unable to reach agreement by year end. Subsequent to year end, the group and Gunvor agreed terms that will see a significant portion of the liability being reclassified to non-current liabilities, thus alleviating the net current liability position of the group. The group continues to generate cash in line with budget consistently from its long-life Vanggatfontein colliery whereby it delivers coal under a long term off-take agreement to Eskom and through sales to its domestic metallurgical customers. Cash generated from this operation, the disposal of the significant loss making Vaalkrantz colliery, the directors' authority to issue further shares for cash and the group's undrawn overdraft facility will ensure adequate funding for the group to continue to operate for the foreseeable future. Accordingly, the condensed consolidated financial statements of the group continue to be prepared on the going concern basis. 19 Significant events after 31 March 2016 up to the date of this report (i) Included in trade and other payables for the year ended 31 March 2015 was an amount of R42.5 million for contract mining services rendered by Megacube to Keaton Mining. As a result of several alleged breaches of the contract mining agreement, Keaton Mining disputes that this amount is due and owing to Megacube. As a result of Megacube's breaches of the contract mining agreement, Keaton Mining has lodged several counterclaims against Megacube for damages and losses sustained. Keaton Mining delivered a notice of termination of the agreement to Megacube on 16 May 2012 in accordance with the provisions of the agreement and subsequently terminated the agreement on 5 July 2012. The matter was referred to arbitration which took place during February 2016 and March 2016. On 9 March 2016, and by agreement between the parties, an interim award was made in terms whereof the merits of the dispute were separated from the quantum. Closing arguments regarding the merits were heard in April 2016. On 28 April 2016, an award was made in favour of Keaton Mining regarding the merits of the dispute. Refer to note 15 for additional disclosure. The quantum of the claims awarded will be dealt with in the coming months. A reliable estimate of the amount to be received can only be made once the outcome of the quantification portion of the arbitration has been finalised/settled. On 10 June 2016, Megacube filed an application in the High Court of Gauteng to have the arbitration award reviewed and set aside. This application will be opposed. The company's management and its legal advisors strongly believe that this application is without merit. (ii) The company has entered into a Sale of Shares and Claims Agreement with BER on or about 11 February 2016 as announced on 15 February 2016 to dispose of its wholly owned subsidiary LME and its wholly owned subsidiary Amalahle. There are still a number of suspensive conditions which have to be met for the sale to become effective, including Section 11 consent from the Minister of Mineral Resources in terms of the MPRDA. The company also simultaneously entered into a management Agreement with WMR, a related party to BER for the management of LME up to and until the Sale of Shares and Claims Agreement with BER becomes unconditional. Notwithstanding continuous efforts by both LME and WMR to minimise losses exacerbated by the ongoing global decline in coal prices, force majeure declared on LME by its biggest customer and the unavailability of water due to the continued drought in the region, management decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016. LME has embarked on a Section 189A process for the retrenchment of all employees during April 2016 which was finalised and became effective from 31 May 2016. The Sale of Shares and Claims Agreement as well as the Management Agreement are still effective. As a consequence of the occurrence of a force majeure event, namely the drought which has resulted in Vaalkrantz Colliery having no water within which to conduct its operations, some of the clauses of the Management Agreement had been temporarily suspended. 20 Review Report These provisional condensed consolidated financial statements for the year ended 31 March 2016 have been reviewed by KPMG Inc, in accordance with ISRE 2410, who expressed an unmodified review conclusion. The auditor's review does not necessarily report on all of the information contained in this announcement. Any reference to future financial information included in this announcement has not been reviewed or reported on by the auditor. Shareholders are advised, that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of that review together with the accompanying financial information from the company's registered office. Registered office Ground Floor, Eland House, The Braes, 3 Eaton Avenue Bryanston, South Africa Postnet Suite 464, Private Bag X51, Bryanston, 2021 Tel: +27 11 317 1700 Telefax: +27 11 463 4759 Email: info@keatonenergy.co.za Directors Non-Executive Dr JD Salter (Chairman)* LX Mtumtum (Lead Independent Director) P Pouroulis** OP Sadler (Independent) APE Sedibe GH Kemp (Independent) MT Witteveen*** HG Mai**** Executive AB Glad (Chief Executive Officer) J Rossouw (Chief Financial Officer) *British **South African/Cypriot ***Dutch ****Swiss Company Secretary Anelia Schutte-Bouwer Sponsor Investec Bank Limited 100 Grayston Drive, Sandown, Sandton, 2196 South Africa PO Box 785700, Sandton, 2146, South Africa Transfer secretaries Computershare Investor Services South Africa Proprietary Limited Ground Floor, 70 Marshall Street, Johannesburg, South Africa PO Box 61051, Marshalltown, 2107 Auditors KPMG Inc. 1226 Francis Baard Street, Hatfield, Pretoria www.keatonenergy.co.za Date: 27/06/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Trading Statement

2016/06/23
Trading Statement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the company") TRADING STATEMENT The company's reviewed results for...

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Trading Statement KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the company") TRADING STATEMENT The company's reviewed results for the year ended 31 March 2016 are expected to be published on or about 27 June 2016. Shareholders are advised that the company expects, with reasonable certainty, that earnings per share and headline earnings per share are to vary by the amounts included in the table below: 31 March 2016 31 March 2015 (variance) (re-stated) Continuing operations Headline earnings per (16.0) and (17.0) 12.5 share (cents) Earnings per share (cents) (61.7) and (62.7) 12.6 Total operations Headline earnings per (26.4) and (27.4) 0.4 share (cents) Earnings per share (cents) (99.2) and (100.2) (13.8) The decrease in earnings per share is mainly attributable to a once-off impairment recognised on the Leeuw Braakfontein Colliery (LBC) project of R159.2 million and a once-off loss on the initial recognition of a financial liability of R61.5 million owing to Gunvor SA (Gunvor), the latter also contributed to the decrease in headline earnings per share. The LBC project was planned as a combined export and domestic thermal coal operation. Continued depressed export pricing and a bleak medium-term outlook on the Richards Bay API4 Index has had a material impact on the economics of the project. We continue to evaluate alternative options around an exclusively domestic supply project. The group entered into a pre-offtake finance arrangement with Gunvor, a wholly owned subsidiary of Gunvor Group Limited and fellow subsidiary of the group's largest shareholder Plusbay Limited, for the supply of 600 000 tonnes of coal to be delivered from the group's Moabsvelden project over a 22-month period from 1 January 2015 to 31 October 2016 in return for a prepayment of USD4 million. In terms of the agreement the group had to deliver the first coal to Gunvor by 31 December 2015. The group was unable to achieve this target as the development of Moabsvelden is still being delayed by the award of an integrated water use licence (IWUL) by the Department of Water and Sanitation despite every effort by the group to obtain same. The group applied for the IWUL in 2014 when it acquired the project through the acquisition of Xceed Resources Limited. As a result of not being able to supply first coal by 31 December 2015 to Gunvor, this breach resulted in the recognition of the financial liability. The comparative information has been re-stated to account for discontinued operations separately. As a result of the decision taken by the board of directors during September 2015 to dispose of the Vaalkrantz operation, the Balgray project and the Koudelager project (all part of Leeuw Mining and Exploration Proprietary Limited) as well as the Mooiklip Coal project (part of Amalahle Exploration Proprietary Limited) these segments were classified as held-for-sale and discontinued operations. Shareholders are advised that this information has not been reviewed or reported on by the company's auditors. This trading statement is issued in terms of the JSE Limited's Listings Requirements. Bryanston 23 June 2016 Sponsor: Investec Bank Limited Date: 23/06/2016 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Notice, as required in terms of Section 45(5)(a) of the Companies Act, for the granting of financial assistance

2016/05/06
Notice, as required in terms of Section 45(5)(a) of the Companies Act, for the granting of financial assistance Keaton Energy Holdings Limited (Incorporated in the Republic of...

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Notice, as required in terms of Section 45(5)(a) of the Companies Act, for the granting of financial assistance Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') NOTICE, AS REQUIRED IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT, 71 OF 2008 (THE ACT) FOR THE GRANTING OF FINANCIAL ASSISTANCE In terms of the provisions of section 45(5)(a) of the Companies Act, 71 of 2008 ("the Act") and pursuant to a special resolution passed by shareholders authorising the board of directors ("the board") to provide direct or indirect financial assistance to a related and inter-related company or corporation (or any future related or inter related company or corporation), notification is hereby given by the Company that the board adopted a resolution in terms of section 45(3)(b) of the Act on 6 May 2016, authorising the Company to grant financial assistance not exceeding R70,000,000 to its subsidiaries, as and when required. In accordance with section 45 of the Act, the board is satisfied and acknowledges that: (i) immediately after providing such financial assistance, the Company would have satisfied the solvency and liquidity test as provided for in section 4 of the Act; and (ii) the terms under which such financial assistance would be given are fair and reasonable to the Company. Johannesburg 6 May 2016 Sponsor Investec Bank Limited Date: 06/05/2016 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Legal dispute between Keaton Mining Proprietary Limited and Megacube Mining Proprietary Limited

2016/05/03
Legal dispute between Keaton Mining Proprietary Limited and Megacube Mining Proprietary Limited Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN...

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Legal dispute between Keaton Mining Proprietary Limited and Megacube Mining Proprietary Limited Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') LEGAL DISPUTE BETWEEN KEATON MINING PROPRIETARY LIMITED (KEATON MINING) A 100% HELD SUBSIDIARY OF THE COMPANY AND MEGACUBE MINING PROPRIETARY LIMITED (MEGACUBE) Shareholders are referred to the 31 March 2015 Annual Financial Statements of the Company with specific reference to notes 27 and 30 to the financial statements distributed, which states the following: "Included in trade and other payables (note 27) is an amount of R42.5m for contract mining services rendered by Megacube to Keaton Mining. As a result of several alleged breaches of the contract mining agreement, Keaton Mining disputes that this amount is due and owing to Megacube. As a result of Megacube's breaches of the contract mining agreement, Keaton Mining has lodged several counterclaims against Megacube for damages and losses sustained. Keaton Mining delivered a notice of termination of the agreement to Megacube on 16 May 2012 in accordance with the provisions of the agreement and subsequently terminated the agreement on 5 July 2012. The litigation is ongoing." The matter was referred to arbitration which took place during February 2016 and March 2016. On 9 March 2016, and by agreement between the parties, an interim award was made in terms whereof the merits of the dispute were separated from the quantum. Closing arguments regarding the merits were heard in April 2016. The board of directors of the Company is pleased to announce that the following award was made in favour of the Company on 28 April 2016 regarding the merits of the dispute. The more substantial claims awarded in favour of the Company are listed below: 1. Megacube's claim of R42.5m is dismissed with cost; 2. Megacube is liable to compensate Keaton Mining for the damages which flow from its failure to mine and deliver 300 000 tons of ROM coal per month; 3. Megacube is liable to make payment to Keaton Mining in such an amount equalling the present value of 657 583.8 tons of ROM coal not mined; and 4. Megacube is directed to pay Keaton Mining's costs, such costs to include the employment of two counsel and the qualifying fees of expert witnesses. The quantum of the disputes will be dealt with in the coming months and a follow up announcement regarding the outcome of the quantification portion of the arbitration will be released when that part of the arbitration has been finalised or settled. The Company's headline earnings per share for the year ended 31 March 2016 will benefit from the reversal of the R42.5m claim of Megacube, which was previously recorded in trade and other payables. Johannesburg 3 May 2016 Sponsor Investec Bank Limited Date: 03/05/2016 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Vaalkrantz Colliery on care and maintenance

2016/04/29
Vaalkrantz Colliery on care and maintenance Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') KEATON PLACING...

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Vaalkrantz Colliery on care and maintenance Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') KEATON PLACING ITS WHOLLY OWNED SUBSIDIARY, LEEUW MINING AND EXPLORATION (PROPRIETARY) LIMITED'S (LME) VAALKRANTZ COLLIERY ON CARE AND MAINTENANCE WITH EFFECT FROM 1 MAY 2016 The Company refers all shareholders to the entering into of the Sale of Shares and Claims Agreement with Bayete Energy Resources (Proprietary) Limited ("BER") on or about 11 February 2016 as announced on 15 February 2016. There are still a number of suspensive conditions which have to be met for the sale to become effective, including Section 11 consent from the Minister of Mineral Resources in terms of the Mineral Petroleum and Resources Development Act, 28 of 2002 ("MPRDA"). The Company also simultaneously entered into a management agreement with Witbank Mineral Resources (Proprietary) Limited ("WMR"), a related party to BER for the management of LME up to and until the Sale of Shares and Claims Agreement with BER becomes unconditional. Notwithstanding continuous efforts by both LME and WMR to minimise losses exacerbated by the ongoing global decline in coal prices, force majeure declared on LME by its biggest customer and the unavailability of water due to the continued drought in the region, LME and WMR jointly decided to place Vaalkrantz Colliery on care and maintenance with effect from 1 May 2016. LME has embarked on a Section 189A process for the retrenchment of all employees and is currently in consultation with all relevant stakeholders. Johannesburg 29 April 2016 Sponsor Investec Bank Limited Date: 29/04/2016 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Changes to Keaton Energy's Social and Ethics Committee

2016/04/15
Changes to Keaton Energy's Social and Ethics Committee KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy"...

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Changes to Keaton Energy's Social and Ethics Committee KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the Company") Changes to Keaton Energy's Social and Ethics Committee The size and structure of the Social and Ethics Committee ("Committee") established in terms of section 72 (4) (read with regulation 43) of the Companies Act, 71 of 2008 was reviewed by both the Committee and the board of directors ("Board") in June 2015. Both the Committee and the Board approved the reduction in size of the Committee to only five members consisting of Ms APE Sedibe as the Chairman of the Committee and Mr LX Mtumtum, Dr DJ Salter, Mr J Rossouw and Ms AB Glad as members of the Committee. 15 April 2016 Johannesburg Sponsor Investec Bank Limited Date: 15/04/2016 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Production report for year ending 31 March 2016

2016/04/15
Production report for year ending 31 March 2016 KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy"...

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Production report for year ending 31 March 2016 KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the Company") Production report for year ending 31 March 2016 Keaton Energy has released the following production update for the financial year ended 31 March 2016 ahead of the release in June 2016 of the company's year-end results. The Lost Time Injury Frequency Rate (per 200 000 hours worked) for the year was 0.14 at Vanggatfontein (2015: 0.10) and 0.06 at Vaalkrantz (2015: 0.22). Management commends all for this achievement and their adherence to safety standards and protocols. Vanggatfontein, the company's long-life open pit colliery near Delmas, sold 2 237 595t of washed 2- and 4-seam thermal coal to Eskom, only 2% down on last year's record production of 2 278 761t. Sales of 5-seam metallurgical coal were 98 252t (2015: 126 107) in line with the geological model. Discard, slurry and B-grade sales were negligible. As has been announced previously, Vaalkrantz is now classified as an "asset held for sale". Coal sales for the year were 5 556t Local Anthracite (2015: 142 176t), 70 600t Export Anthracite (2015:138 300t) and 185 799t 32%Ash (2015:114 974t). Mandi Glad, Keaton CEO, said "The 2016 year ended with Vanggatfontein again underpinning the company with excellent results which we have come to expect from this long-life quality asset. The Kwa-Zulu Natal anthracite operations are in the process of being sold. Both operations achieved commendable safety performances, which is extremely positive, and we look forward to an improved 2017." The above information has not been reported on or reviewed by the Company's auditors. Johannesburg 15 April 2016 Sponsor Investec Bank Limited Date: 15/04/2016 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Statement

2016/03/08
Statement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or "KEH") STATEMENT Keaton continues to follow due...

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Statement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or "KEH") STATEMENT Keaton continues to follow due legal process in its attempts to resolve the illegal industrial action by employees of Nasonti Mining (Pty) Limited ("Nasonti") that included an illegal sit-in at the group's Vaalkrantz Colliery ("Vaalkrantz") last week. Vaalkrantz is currently held in group subsidiary Leeuw Mining & Exploration (Pty) Limited ("LME"). Nasonti, a contractor to LME, employs all underground mine workers onsite at Vaalkrantz. Keaton's key concern was and remains the safety of its own personnel, that of other contractors' and the Nasonti employees. Community members who wished to lend support to the Nasonti employees were peacefully withheld from site in the interest of their own protection and wellbeing. Throughout the illegal industrial action by Nasonti employees, another area of concern to Keaton was their personal wellbeing as they refused to exit the underground to collect food and water which was offered by LME mine management. On 9 February 2016 underground mining contractor Nasonti launched a s189A retrenchment process, citing financial pressure, and halted all operations at Vaalkrantz. Nasonti applied for voluntary liquidation, without informing LME before the process was completed. On 29 February 2016, an uncertain number of Nasonti employees overpowered private mine security and entered the mine via the belt road at the West Gus Adit, Vaalkrantz, demanding payment of their outstanding salaries and retrenchment packages from Nasonti. LME mine management initially made attempts to communicate with the employees in an effort to peacefully resolve the situation, which was unsuccessful. After further illegal actions by the Nasonti employees, resulting in damage to mine property, Keaton was forced to call on the Public Order Police. LME at this point also alerted the Department of Mineral Resources ("DMR") and organised labour and requested their intervention. On 1 March 2016 the Labour Court granted Keaton an Eviction Order, which was subsequently served on the Nasonti employees on 2 March 2016 following their ongoing rejection of continued attempts at peaceful resolution. The SAPS was represented onsite in line with a second court order. In addition, Keaton arranged for additional private mine security and riot teams from Bidvest Coin Security to maintain the peaceable status quo as far as possible. On the afternoon of 4 March 2016, after having presented a three-part resolution plan proposed by LME mine management, Nasonti employees agreed to exit the underground workings. No harm came to any person during the negotiation process. Production was largely unaffected given that Nasonti had halted operations and underground mining was temporarily on stop. Notwithstanding the absence of any legal obligation on Keaton and LME, Keaton continues to engage peacefully with all stakeholders in an attempt to facilitate resolution in good faith and with the best interests of all in mind. By order of the Board Bryanston 8 March 2016 Sponsor Investec Bank Limited Date: 08/03/2016 02:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Detailed terms announcement and withdrawal of cautionary

2016/02/15
Detailed terms announcement and withdrawal of cautionary Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or...

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Detailed terms announcement and withdrawal of cautionary Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/011090/06 JSE share code: KEH ISIN ZAE000117420 ("Keaton Energy" or "KEH") DETAILED TERMS ANNOUNCEMENT RELATING TO THE DISPOSAL OF LEEUW MINING AND EXPLORATION PROPRIETARY LIMITED ("LME") AND AMALAHLE EXPLORATION PROPRIETARY LIMITED ("AMALAHLE") BY KEATON ENERGY HOLDINGS LIMITED ("KEH") TO BAYETE ENERGY RESOURCES PROPRIETARY LIMITED ("BER") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Introduction The Keaton Energy board of directors is pleased to confirm that KEH has concluded an agreement with BER, whereby KEH will dispose of its wholly owned subsidiary LME by way of a disposal of the Sale Interest (consisting of the "Sale Shares" and the "Sale Claims") in LME to BER for a consideration of R24 715 000 ("Transaction") and, in addition, the sale of its wholly owned subsidiary, Amalahle for a consideration of R250 000. The purpose of the Transaction is to dispose of the group's entire KwaZulu Natal anthracite operations and/or projects. Background The KwaZulu Natal anthracite operations and/or projects consist of the Vaalkrantz Colliery, the Koudelager project and the Balgray project ("LME Operations") together with the Mooiklip project held in Amalahle. The Braakfontein thermal coal project, held by Leeuw Braakfontein Colliery Proprietary Limited ("LBC"), a wholly owned subsidiary of LME, is specifically excluded from the Transaction. LBC, which will be unbundled from LME, will become a direct wholly owned subsidiary of KEH. The Sale Shares consist of both the ordinary shares held by KEH and the preference shares held respectively by KEH and the Industrial Development Corporation of South Africa Limited ("IDC"). The Sale Claims consist of KEH's claims on loan account against LME, save for an amount of R24 715 000 ("Deferred Amount"), which will be retained by KEH. The Transaction also provides that KEH disposes of 100% of the ordinary and preference shares held by KEH in Amalahle, including 100% of KEH's loan claims against Amalahle ("Amalahle Sale Agreement"). Rationale Vaalkrantz Colliery has experienced challenging geological conditions impacting production volumes over the past number of years. This coupled with the closure of two production sections as a result of safety and difficult mining conditions, continued depressed coal prices and uncertainty as to the timing of recovery, increased costs and lower than expected yields resulted in the Board taking the decision, in September 2015, to dispose of the group's entire KwaZulu Natal anthracite assets. Purchase Consideration The purchase consideration of R24 715 000, in settlement of the Deferred Amount, is payable in the form of a royalty of R20 per saleable ton produced by the LME Operations or bought in and sold and/or beneficiated by the LME Operations with effect from the first business day after all the suspensive conditions have been fulfilled or waived ("Effective date"). The Amalahle Sale Agreement will be for a consideration of R250 000 payable in cash on the first business day after all the suspensive conditions have been fulfilled or waived. The proceeds of the disposal will be utilized within the Keaton Energy group for working capital purposes and the advancing of its project pipeline. As per the 30 September 2015 interim group results, the net asset value of LME was R3 836 305 and the net losses R104 505 879. Conditions Precedent The Transaction is subject to the following suspensive conditions: - The entering into of the Amalahle Sale Agreement and the agreement becoming unconditional; - KEH being satisfied that BER meets the equity ownership requirements of the Broad Based Socio-Economic Empowerment Charter of the South African Mining Industry; - Completion of the acquisition by KEH of the IDC preference shares such that KEH is the holder of such shares; - Written consent from Investec Bank Limited for the disposal of the Sale Interest; - KEH being satisfied in its sole and absolute discretion that following the section 11 consent in terms of the Mineral and Petroleum Resources Development Act 28 of 2002 ("MPRDA") it shall bear no further responsibility in respect of the rehabilitation liability; - The implementation of the LBC unbundling; - All necessary regulatory approvals and compliance with Applicable Laws having been obtained including but not limited to: o Granting by the Minister of consent in terms of section 11 of the MPRDA regarding change of control in LME and registration thereof at the Mineral and Petroleum Titles Registration Office; o To the extent required, the unconditional approval in writing from the Relevant Competition Authorities in terms of the Competition Act 89 of 1998 in respect of the Transaction; o The approval of the JSE and shareholders of KEH to the extent required. Categorisation The transaction has been categorised as a Category 2 transaction in terms of the JSE Listings Requirements. Withdrawal of Cautionary Announcement Following the release of this announcement caution is no longer required to be exercised by KEH shareholders when dealing in KEH shares. By order of the Board Bryanston 15 February 2016 Sponsor Investec Bank Limited Date: 15/02/2016 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Renewal of Cautionary Announcement

2016/02/03
Renewal of Cautionary Announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY ANNOUNCEMENT Keaton...

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Renewal of Cautionary Announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY ANNOUNCEMENT Keaton shareholders are referred to the renewal of cautionary announcement released on SENS on 22 December 2015 relating to the proposed offer received to acquire the entire issued share capital and claims against Leeuw Mining and Exploration Proprietary Limited ("LME") and Amalahle Exploration Proprietary Limited ("AEP") (collectively "the KZN Assets") ("the Proposed Transaction"). The Proposed Transaction is still in the process of being negotiated. Accordingly, Keaton shareholders are advised to continue exercising caution when dealing in Keaton shares until a further announcement is made in this regard. Johannesburg 3 February 2016 Sponsor Investec Bank Limited Date: 03/02/2016 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Keaton Energy releases Q3 production update

2016/01/15
Keaton Energy releases Q3 production update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the...

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Keaton Energy releases Q3 production update KEATON ENERGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE share code: KEH ISIN: ZAE000117420 ("Keaton Energy" or "the Company") Keaton Energy releases Q3 production update Keaton Energy has released the following production report for the quarter ended 31 December 2015. The safety performance at both collieries improved with Vanggatfontein reporting a LTIFR of 0.19 (Q2 FY16: 0.38) and Vaalkrantz a LTIFR of 0.10 (Q2 FY16: 0.17). Zero harm remains our goal. Vanggatfontein had a record third quarter in terms of Eskom thermal coal production with 544 237t being delivered (Q3 FY2015: 540 127t). 5-seam metallurgical coal sales were down 40% at 18 456t (Q3 FY2015: 30 897t) in line with the geological model. No B-grade coal was produced due to poor market conditions and discard and slurry sales were negligible. As has been announced previously, Vaalkrantz is now classified as an "asset held for sale". During the quarter local anthracite sales at Vaalkrantz decreased 71% to 10 457t (Q3 FY15: 36 249t), and export sales were down 19% to 18 600t (Q3 FY15: 23 100t). 32% ash product sales improved, increasing 86% to 37 700t (Q3 FY15: 20 313t). Mandi Glad, Keaton CEO, said "Yet again, our long life Vanggatfontein colliery has performed consistently and continues to generate excellent production and cash flow numbers. Our troubled Natal operations are in the process of being sold but despite this achieved an improved safety performance over the last quarter. The coal sector is highly stressed but the soon to be streamlined Keaton is positioned to ride out the storm." The above information has not been reported on or reviewed by the Company's auditors. Johannesburg 15 January 2016 Sponsor Investec Bank Limited Date: 15/01/2016 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

KEH - KEATON ENERGY HOLDINGS LIMITED - Renewal of cautionary announcement

2015/12/22
Renewal of cautionary announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY ANNOUNCEMENT Keaton...

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Renewal of cautionary announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company') RENEWAL OF CAUTIONARY ANNOUNCEMENT Keaton shareholders are referred to the cautionary announcements released on SENS on 29 September 2015 and 9 November 2015 relating to the proposed offer received to acquire the entire issued share capital and claims against Leeuw Mining and Exploration Proprietary Limited ("LME") and Amalahle Exploration Proprietary Limited ("AEP") (collectively "the KZN Assets") ("the Proposed Transaction"). The Proposed Transaction is still in the process of being negotiated. Accordingly, Keaton shareholders are advised to continue exercising caution when dealing in Keaton shares until a further announcement is made in this regard. Johannesburg 22 December 2015 Sponsor Investec Bank Limited Date: 22/12/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.