Scheme Booklet


[Updated April 30, 2015]

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 proposes to acquire all of the outstanding shares of Coalspur and has offered 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. Coalspur's shareholders approved the Scheme at the Scheme meeting held on April 22, 2015.

On April 29, 2015, KCE purchased the debts owed by the Coalspur group to EIG Global Energy Partners and Borrowdale Park S.A., satisfying two conditions to the implementation of the Scheme.  The second court hearing relating to the Scheme has been adjourned to 3 June 2015, to allow Coalspur and KCE additional time to satisfy the condition precedent relating to the renegotiation of Coalspur's existing contractual arrangements with Ridley Terminals Inc., to the satisfaction of KCE.  The condition precedent relating to the amendment of Coalspur's current contract with CN Rail to the satisfaction of KCE, will also need to be satisfied or waived prior to the second court date.  Negotiations between the relevant parties in relation to this matter are ongoing.

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

  • 2nd Court hearing to approve Scheme: June 3, 2015
  • Scheme becomes effective: June 4, 2015
  • Implementation date for the Scheme: June 19, 2015. Consideration will be paid to shareholders within five business days.

All stated dates are indicative only. Any changes to the above timetable will be announced publicly and the Company will continue to keep shareholders updated on the status of the Scheme as the timetable progresses. 

The conditions precedent to the Scheme must be either satisfied or waived prior to the second court hearing.  Coalspur and KCE continue to work collaboratively towards satisfying the remaining conditions precedent to the Scheme. Coalspur will continue to keep shareholders updated on the status of conditions precedent and the
Scheme generally. However, there remains a risk that the outstanding conditions precedent to the Scheme may not be satisfied or waived before the adjourned second court hearing.

For more information regarding the details of the Scheme, please consult the Scheme booklet, which was mailed to shareholders on March 23, 2015 and is available on our website, the ASX website and SEDAR. 

If you have any questions or require any information please contact Ryan Walchuck at +1 604 220 8595+1 604 220 8595 or

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