Scheme Booklet

IMPORTANT NOTICE TO SHAREHOLDERS

[Updated March 24, 2015 @10:46am]

On February 24, 2015 Coalspur announced that it entered into a definitive agreement (Scheme Implementation Agreement, “SIA”) for the proposed acquisition of Coalspur by KC Euroholdings S.à r.l. (“KCE”) by way of an Australian scheme of arrangement ("Scheme").

KCE will seek to acquire all of the outstanding shares of Coalspur and is offering a cash payment of A$0.023 per Coalspur share. The total equity value of the Transaction is approximately A$15 million on a fully-diluted basis. This represents a premium of 53% based on the volume weighted average price on the ASX over the 60 days immediately prior to the 24 February 2015 announcement. In addition, KCE has also agreed to terms with EIG Global Energy Partners and Borrowdale Park to purchase Coalspur's debt. The successful acquisition of Coalspur's debt by KCE is a condition to closing the Scheme. All amounts are in Australian dollars unless noted otherwise.

The indicative timetable for implementation of the Scheme is as follows:

  • Deadline for lodgment of completed proxy forms: 10:00am WST April 20, 2015 / 7:00pm PDT April 19, 2015
  • Scheme meeting: 10:00am WST April 22, 2015. Meeting to be held in Perth, Australia
  • 2nd Court hearing to approve Scheme: April 28, 2015
  • Scheme becomes effective: April 29, 2015
  • Implementation date for the Scheme: May 13, 2015. Consideration will be paid to shareholders within five business days.

For more information regarding the details of the Scheme, please consult our press releases dated February 24, 2015, March 17, 2015 and March 18, 2015.  The Australian Federal Court approved the Scheme booklet on March 17th, 2015. The Scheme booklet was mailed to shareholders on March 23, 2015. We encourage all shareholders to read the Scheme booklet which was published on our website, the ASX website and SEDAR on March 18, 2015. 

If you have any questions or require any information please contact Ryan Walchuck at +1 604 220 8595 or rwalchuck@coalspur.com.

 

SHAREHOLDER ACTION REQUIRED

 Your vote is important. Please vote your shares, regardless of how many you own.  

If you are a registered shareholder and unable to attend the Scheme meeting in person, please vote by completing the proxy form enclosed with the Scheme booklet and delivering it to Computershare before 10:00 a.m. (WST) on April 20, 2015. 

Canadian beneficial shareholders (i.e. shareholders who hold Coalspur shares through a bank, trust company, securities dealer or broker) should refer to section 4.4(b) of the Scheme booklet for voting instructions.

 

CONSIDERATIONS IN DECIDING HOW TO VOTE

Coalspur’s directors strongly encourage all shareholders to carefully read the Scheme booklet in its entirety and the material accompanying it before deciding whether to vote in favour of the Scheme.

The Board of Directors unanimously recommends the Scheme: For the reasons set out in the Scheme booklet, the Board of Directors of Coalspur unanimously recommends that Coalspur shareholders vote in favour of the proposed Scheme, in the absence of a superior proposal for Coalspur. They have unanimously stated that they will vote their shares in favour of the Scheme.

Independent Expert’s fair and reasonable opinion:  An independent expert report commissioned by the Company, and produced by BDO Corporate Finance (WA) Pty Ltd (“Independent Expert”), will accompany the Scheme booklet. Importantly, the Independent Expert has concluded that, in the absence of a superior offer, the Scheme is fair and reasonable to, and is in the best interests of, shareholders. The Independent Expert has also opined that Borrowdale Park ("Borrowdale") will not receive a collateral benefit from the proposed sale of its debt to KCE. The key terms of the debt purchase and royalty arrangements between KCE and Borrowdale are included in the Scheme Booklet and a valuation of the proposed royalty is included within the Independent Expert's report.

Coalspur's largest shareholder (Borrowdale Park) has confirmed support for the Scheme: Borrowdale Park holds approximately 20.4% of Coalspur's issued and outstanding shares and has confirmed that it will vote in favour of the Scheme, in the abscence of a superior proposal.