Reuters) - Independent directors at South Africa's Optimum Coal (OCH) are reviewing an expression of interest from Glencore and its local partner and share sales made to the suitors despite the absence of a formal bid, investors said.
Glencore, the world's largest diversified commodities trader, has been buying stock in OCH, and earlier this month said it aimed to take a controlling stake in South Africa's sixth-largest coal producer alongside its partner, politician-turned-businessman Cyril Ramaphosa. They have yet to make a formal offer.
Some investors expressed concerns that shares were sold to the suitors before the expression of interest was revealed.
The deal would be Glencore's most significant since its record share listing in May.
"The situation is still very fluid," one shareholder said, adding it was unclear when the board would conclude the review and whether Glencore would in fact make a full bid and whether it would face political opposition.
The independent board is charged with protecting the interests of all shareholders, especially the community and employee trusts that own about 20 percent in the company.
"It is often the case that an 'independent board' is set up to consider specific processes and decision making," an OCH spokesman said.
The spokesman said there was no deadline for the board's review, particularly since there had been no firm offer.
To date, Glencore has completed the purchase of 25.8 percent of OCH's shares but has options to buy more -- at least 43 percent and as much as 49 percent, according to some shareholders .
A stake of 35 percent or above would trigger a mandatory bid under South African rules. Glencore has said if a bid is made, it will not be for less than 38 rand a share, the price of the most recent transaction.
But Glencore could also hold on and assess the reaction from competition authorities and investors before deciding on a bid, with several key shareholders still weighing up their options.
"I don't think Glencore would pay more than they have to for the remaining shares ... If they leave it and wait, they can buy when the share price has fallen back in six months time. What would you do?" a second OCH shareholder said.
Mercuria, one of the world's largest independent energy traders, has boosted its stake in OCH to just under 16 percent, sources said.
Mercuria has long-term marketing rights to coal produced by the Koornfontein mine, owned by OCH.
Glencore's approach has faced some opposition; a few junior coal miners have been lobbying the Department of Mineral Resources and individual members of parliament to block Glencore's bid, because they say smaller and newly empowered miners ought to be able to participate in a mine of the magnitude of OCH's Optimum mine.
Optimum will export around 5-5.5 million tonnes this year, with a further, smaller tonnage from Koornfontein.
But South Africa's influential National Union of Mineworkers has no objection to Glencore taking control of OCH as long as jobs are secure and trust schemes are untouched.
Some of the country's major coal miners and smaller players have also welcomed Glencore's bid, including Continental Coal Chief Executive Officer Don Turvey.
Speaking in an interview with Reuters Insider, he said it was a "vote of confidence" in South Africa: "They are saying they see a future in South Africa, so much so that they are willing to spend that sort of money."
