TerraCom Limited (ASX:TER) made an offer to acquire remaining 80% stake in Universal Coal Plc (ASX:UNV) from a group of shareholders for approximately AUD 120 million on February 3, 2020. TerraCom Limited made an offer of AUD 0.335 per Universal Coal Plc security, which consist of AUD 0.1 cash and approximately 0.6 new TerraCom Limited shares. As per the offer TerraCom Limited will issue 251 million new shares to Universal Coal Plc. TerraCom Limited will fund the cash component of the offer from existing cash resources. According to the transaction, if the offer lapses, it will cease to be capable of further acceptances. UNV Shareholders who have already accepted the Offer will then cease to be bound by acceptances submitted at or before the time the Offer lapses. At the close of the Offer, TerraCom holds more than 75% but less than 90% of all the UNV Shares, TerraCom intends to cause Universal Coal to apply to the ASX to be delisted.

If TerraCom acquires, whether through acceptances under the offer or otherwise, 90% or more of the Universal shares to which the offer relates and the offer becomes or is declared unconditional in all respects, TerraCom intends to exercise its rights pursuant to provisions of Chapter 3 of Part 28 of the UK Companies Act to acquire compulsorily Universal shares. As of February 6, 2020, the shareholders of Universal Coal Plc take no action as no formal offer has been made at this time. On February 13, 2020, ASX Limited grants TerraCom Limited a waiver from Listing Rule 7.1 to the extent necessary to permit the TerraCom, without obtaining the approval of holders of its ordinary securities in connection with an offer by the TerraCom to acquire all of the issued share capital in Universal Coal Plc. On February 17, 2020, the committee of the Board of Directors of the Unversal constituted to oversee the Unsolicited Bid can impose sanctions to suspend with immediate effect all voting rights attributable to the shares in Universal in which the Bid Committee considers the Mandatory Offeror from time to time to have an interest; and direct and require the Mandatory Offeror (or, if different, the registered holders of the shares in Universal) to divest of their interest in the acquired shares.

The offer is conditional upon acceptance condition and new TerraCom Shares to be issued in connection with the Offer becoming wholly unconditional or subject only to ASX's usual conditions. The transaction is approved by ASX for a waiver of Listing Rule in connection with the Share Offer. TerraCom has received irrevocable undertakings to accept the offer from African Minerals Exploration & Development Fund SICAR, Brasidas Asia Event Driven Fund LP, Walleye Manager Opportunities LLC and Boothbay Absolute Return Strategies LP. As of February 19, 2020, TerraCom received Over 51% of acceptances (minimum tender acceptance condition) and the offer has become unconditional. As of February 26, 2020, the Board of Directors committee of Universal recommended its shareholders to take no action for the unsolicited offer. As of March 12, 2020, Australian Securities & Investments Commission (ASIC) has revoked the interim stop order that it applied to TerraCom in respect of the Offer Document. As of March 16, 2020, TerraCom has the right to exercise approximately 59% of the voting rights attaching to Universal shares. As on March 17, 2020, Deloitte Corporate Finance Pty Ltd concludes that the offer is neither fair nor reasonable as consideration payable under the unsolicited bid undervalues the universal coal. The bid committee recommends that shareholders reject the unsolicited bid. As of March 23, 2020, TerraCom has the right to exercise approximately 66% of the voting rights attaching to Universal shares. As of March 24, 2020, TerraCom has the right to exercise approximately 77% of the voting rights attaching to Universal shares. As on March 25, 2020, TerraCom now has the right to exercise approximately 87% of the voting rights attached to UNV shares. The transaction is expected to complete in mid-March 2020. As of February 25, 2020, the transaction is expected to complete on March 16, 2020. As of March 12, 2020, the transaction is expected to complete on March 25, 2020.

Petra Capital Pty Limited acted as financial advisor to TerraCom Limited. Karen Davies and Nick Terry of Ashurst LLP and Ashurst Australia acted as legal advisor to TerraCom Limited. Treadstone Resource Partners Pty Ltd acted as financial advisor, and Mills Oakley Lawyers Pty Ltd and Macfarlanes LLP acted as legal advisors to Universal Coal Plc. Stephen Reid of Deloitte Corporate Finance Pty Limited acted as Independent Expert for the bid committee of Universal Coal Plc.

TerraCom Limited (ASX:TER) completed the acquisition of 80% stake in Universal Coal Plc (ASX:UNV) from a group of shareholders on March 26, 2020. TerraCom has achieved over 90% of the voting rights attached to Universal Coal. TerraCom will cause. Universal Coal to apply to the ASX to be delisted. TerraCom will now proceed to a mandatory sell-out process. TerraCom has now completed the squeeze-out process on July 1, 2020. TerraCom Limited confirms that 13.75 million fully paid TerraCom ordinary shares have been issued to Link Market Services Limited as trustee on behalf of the remainig security holders of Universal Coal plc. Universal Coal Plc will now be formally de-listed from the ASX as at close of business Friday July 3, 2020.