A consortium of investors led by Ata Resources Proprietary Limited and Wescoal Holdings Limited (JSE:WSL) (buyers) made a non-binding indicative offer to acquire Universal Coal Plc (ASX:UNV) for approximately AUD 180 million on September 18, 2018. Ata Resources, on behalf of the consortium, will offer cash consideration of AUD 0.35 for each share of Universal Coal Plc. As of October 26, 2018, buyers made a binding, conditional commitment to make the offer. As of April 8, 2019, the cash consideration per Universal share is improved from AUD 0.35 to AUD 0.36 and an option for eligible Universal shareholders and holders of Universal CHESS Depositary Interests (CDIs) to elect for deferred consideration notes, redeemable at AUD 0.43 per share within 12 months and one day after the cash consideration was paid for up to a maximum of 160 million Universal shares. The transaction is to be effected by means of a scheme of arrangement. The buyers have received irrevocable undertaking received from African Minerals Exploration & Development Fund SICAR SA, representing 27.5% stake in Universal Coal Plc, and a further irrevocable undertaking from Ichor Coal N.V. representing 29% stake in Universal Coal Plc. As on April 8, 2019, Afrimat Limited (JSE:AFT) made a non-binding indicative offer to acquire Universal Coal Plc (ASX:UNV) for approximately AUD 210 million, in a competing related transaction. As of October 26, 2018, Ata Resources has obtained conditional commitments to fully finance the transaction through a combination of debt and equity funding. The offer is subject to a number of conditions, which include entry into a transaction implementation agreement (TIA) between the consortium and the Universal Coal Plc, approval by a majority in number of shareholders of Universal Coal Plc who vote, representing not less than 75% in value of shares voted, receipt of irrevocable undertakings from shareholders representing, in aggregate, in excess of 50% of the issued share capital of the Universal Coal Plc to vote in favour of the scheme and the subsequent delisting of the Universal Coal Plc from ASX, receipt of all required regulatory and statutory approvals, including approvals by the relevant competition authorities, the conclusion of certain ongoing commercial transactions including completion of the North Block Complex and Eloff acquisition transactions and the receipt of a mining right in respect of Eloff, completion of confirmatory financial review by Ata Resources and its financiers in respect of the Universal Coal Plc and the finalization of debt and equity funding arrangements by each of Ata Resources and the consortium. As of March 21, 2019, securities of Universal Coal Plc has been suspended immediately from quotation due to the transaction. As of April 8, 2019, the updated draft commitment is subject to the following conditions, amongst others the recommendation in favour of the updated proposal by a majority of the Universal Directors and the execution of a transaction implementation agreement.

The Independent Directors of Universal Coal Plc recommended that its shareholders take no action and make no decisions in respect of the non-binding indicative offer until the independent Directors have had an opportunity to fully consider the non-binding indicative offer. Universal board formed a committee of directors who are independent of the offer to access the transaction. As of April 8, 2019, Universal Coal has been unable to reach agreement with Ata and the Consortium on the terms and conditionality of the Ata Proposal as amended by the updated draft commitment or the terms and conditions of a proposed transaction implementation agreement in respect of the updated proposal. In light of the receipt of the non-binding indicative offer, the Directors have determined that they are not able to make a recommendation in favour of the updated proposal at the current time. Ernst & Young Advisory Services (Pty) Ltd acted as Independent Expert for the committee of Universal Coal Plc while Tamesis Partners LLP acted as financial advisor and Mayer Brown International LLP and Mills Oakley acted as legal advisors. Rand Merchant Bank acted as financial advisor for the buyers while Bowman, Addleshaw Goddard LLP and Gilbert + Tobin acted as legal advisors.