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Acquisition of remaining 15% interest in the Ensham business
THUNGELA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2021/303811/06)
JSE Share code: TGA
LSE Share code: TGA
ISIN: ZAE000296554
('Thungela' or the 'Company' and, together with its affiliates, the 'Group')
ACQUISITION OF REMAINING 15% INTEREST IN THE ENSHAM BUSINESS
1. Introduction
Thungela is pleased to announce that, subject to the receipt of regulatory approvals and
to the fulfilment or waiver (where capable of waiver) of the conditions precedent set out
in paragraph 2 below, it has, on 20 December 2024, entered into a share sale and
purchase agreement with Bowen Investment (Australia) Proprietary Limited ("Bowen") in
terms of which, inter alia, Thungela, through its wholly-owned subsidiary Thungela
Resources Australia Proprietary Limited ("Thungela Australia"), will acquire Bowen's 15%
interest in the Ensham Joint Venture, Ensham Coal Sales Proprietary Limited, the Nogoa
Pastoral Joint Venture and Nogoa Pastoral Proprietary Limited (collectively, the "Ensham
Business") for a total purchase consideration of AUD48 million ("the Transaction").
Thungela assumed operational control of the Ensham Business, in Australia, from 1
September 2023, following an initial share and asset sale agreement signed in February
2023 for the acquisition of an 85% interest in the Ensham Business, through its 73.5%
held subsidiary, Sungela Holdings Proprietary Limited. Thungela Australia will now
acquire the remaining 15% interest in the Ensham Business.
2. Conditions precedent
The Transaction is subject to the fulfillment or waiver (where capable of waiver) of the
following conditions precedent:
2.1 Foreign Investment Review Board approval
Thungela Australia obtaining approval for the Transaction under the Foreign Acquisitions
and Takeovers Act 1975 or pursuant to Australia's Foreign Investment Policy.
2.2 Ministerial approval
Thungela Australia obtaining approval from the relevant government Minister under the
Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld), the Mineral and
Energy Resources (Common Provisions) Act 2014 (Qld) and/or the Mineral Resources
Act 1989 (Qld) (as applicable), for the transfer by Bowen of the mining tenements of the
underlying Ensham Business pursuant to the Transaction.
2.3 South African Reserve Bank approval
To the extent legally required, Thungela Australia having obtained all necessary South
African exchange control approvals, authorisation, consents or exemptions for the
Transaction under the South African Exchange Control Regulations, 1961, made in terms
of the South African Currency and Exchanges Act, No. 9 of 1933, and all directives and
rulings issued thereunder, from the South African Reserve Bank.
3. Rationale for the Transaction
Our geographic diversification strategy into Australia continues to enhance the Group's
production profile. The Transaction enables us to further execute on our strategy by
diversifying geographically in a commodity where we are able to utilise our technical and
marketing capabilities to create further value for the Group. In line with our strategic
priorities, this opens up new markets in Japan and Malaysia, diversifying our customer
base and providing exposure to the Newcastle Benchmark coal price. The Ensham
Business continues to benefit from our operational expertise as it extracts coal using
mechanised underground bord and pillar mining methods, similar to those used in our
South African operations.
We are pleased with the operational performance of the Ensham Business, which is
expected to contribute approximately 35% of the Group's profit before net finance income
and tax (on an 85% basis) by the end of the financial year ending 31 December 2024.
The Transaction galvanises our economic participation in the Ensham Business. The
Transaction will streamline administrative processes and it is expected that synergies will
arise from the technical and operational services offered to the Ensham Business from
our shared services in South Africa. The Transaction will further enable us to optimise the
flow of coal through Thungela Marketing International.
4. Other
The intention is to fund the total purchase consideration payable in terms of the
Transaction from the Group's existing net cash resources. The Company will continue to
have sufficient headroom to provide the necessary liquidity to continue to fund the
completion of existing life extension projects.
5. Categorisation of the Transaction
The Transaction is not a categorisable transaction for purposes of Section 9 of the JSE
Limited Listings Requirements and, as such, this announcement is published voluntarily,
for information purposes.
Rosebank
23 December 2024
Disclaimer
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019.
Upon the publication of this announcement via the regulatory information service, this
inside information is now considered to be in the public domain.
Investor Relations
Hugo Nunes
Email: hugo.nunes@thungela.com
Shreshini Singh
Email: shreshini.singh@thungela.com
Media
Hulisani Rasivhaga
Email: hulisani.rasivhaga@thungela.com
South African Attorneys
Webber Wentzel
Australian Legal Advisers
Allens
UK Financial Adviser and Corporate Broker
Panmure Liberum Capital Limited
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Date: 23-12-2024 04:00:00
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