The Independent Directors intend to do so in respect of all of their own Universal shares, which comprise in aggregate, 3.25% of Universal’s total issued share capital.
In order to accept the offer, Universal shareholders who hold their Universal shares in certificated form must complete and return their form of acceptance along with valid share certificates and/ or any other relevant documents of title to be received no later than 1:00pm (London time) on 3 March 2016.
Meanwhile, Universal CDI holders who hold Universal CDIs through Universal’s issuer sponsored subregister must complete and return the CDI acceptance form to be received no later than 7.00pm (Sydney time) on 26 February 2016.
Universal highlighted that as a result of the structure of the offer, the ‘squeeze-out’ provisions in Chapter 3 of Part 28 of the UK Companies Act 2006 are not available to CoAL. Therefore, even if CoAL acquires 90% or more of the Universal shares pursuant to the offer, it will not be able to require any remaining Universal shareholders to sell their Universal shares to CoAL.
Therefore, shareholders who wish for their shares to be acquired by CoAL should take necessary action in accordance with the current timetable to enable them to accept the offer.
The offer remains conditional on the approval of CoAL shareholders at a general meeting which, is anticipated to take place on 29 February 2016.
Universal first became a takeover target when its major shareholder, IchorCoal, made an unsolicited takeover bid for the company by offering A$0.16 a share, valuing Universal Coal’s entire issued ordinary share capital at approximately A$80.9 million – an offer viewed by Universal Coal as “inadequate” and “opportunistic”.