| Thu 14 Jun 2007, 12:36 | | YBA - Yomhlaba - Pro Forma Financial Effects Noti |
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YBA
YBA
YBA - Yomhlaba - Pro Forma Financial Effects, Notice Of General Meeting And
Withdrawal Of Cautionary Announcement
YOMHLABA RESOURCES LIMITED
(Registration number 1994/009012/06)
Share code: YBA
ISIN: ZAE000060281
("Yomhlaba" or "the Company")
PRO FORMA FINANCIAL EFFECTS, NOTICE OF GENERAL MEETING AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Yomhlaba ("Yomhlaba shareholders") are referred to the
announcement dated 7 March 2007 in which it was announced that the board
had concluded agreements pertaining to, inter alia, a proposed
restructuring of the Company`s balance sheet ("the balance sheet
restructuring"), the consolidation of the Company`s shares on a one-for-ten
basis ("the share consolidation"), an empowerment transaction which would
transfer control of Yomhlaba to Royal Bafokeng Capital (Pty) Ltd ("Royal
Bafokeng Capital") and the acquisition of two operating coal mines through
the acquisition of the shares in and claims against Umlabu Colliery (Pty)
Limited( "Umlabu") and Ilanga Coal Mines (Pty) Limited ("Ilanga") ("the
acquisitions") (collectively, "the Transactions"). The board is pleased to
inform Yomhlaba shareholders of the progress made subsequent to the
previous announcement.
2. PRO FORMA FINANCIAL EFFECTS
Set out in the table below are the pro forma financial effects of the
Transactions, which have been prepared for illustrative purposes only, to
provide information about how the Transactions might have affected the
financial information of Yomhlaba as presented. The pro forma financial
effects are the responsibility of the directors. Due to their nature, the
pro forma financial effects may not give a fair reflection of the balance
sheet and results of Yomhlaba after the Transactions.
COLUMN A COLUMN B Percentage
As per reviewed After the change (%) from
financials balance sheet reviewed
(cents per restructuring financials
share) and the share
consolidation
(cents per
share)
Earnings (0,2) 49,3 >100%
Headline (0,2) (0,2) 0
earnings
Net (4,2) 9,5 >100%
asset
value
Tangible (4,2) 9,5 >100%
net
asset
value
Shares 600,000 60,000
in issue
(`000)
COLUMN C Percentage COLUMN D Percentage
After the change (%) After the change (%)
Transaction from conversion from COLUMN
s (cents reviewed of certain C
per share) financials shareholders
` loans
(cents per
share)
Earnings 6,6 >100% 5,7 (13.6)%
Headline (1,1) >-100% (1,1) 0%
earnings
Net 44,6 >100% 38,6 (13.5)%
asset
value
Tangible 44,6 >100% 38,6 (13.5)%
net
asset
value
Shares 400 000 462,000
in issue
(`000)
Notes
The earnings and headline earnings per Yomhlaba share as set out in:
* Column A represent the reviewed interim financial results of Yomhlaba for
the period ended 31 December 2006.
* Column B represent the financial effects of the balance sheet
restructuring (achieved by means of acquiring certain loans and a
preference share with an aggregate book value at 31 December 2006 of
R44.512 million for an amount of R13.750 million) and the share
consolidation.
* Column C represent the effect of the completion of the Transactions and
are based upon the reviewed interim financial results of Yomhlaba for the
period ended 31 December 2006, after the balance sheet restructuring and
the share consolidation, and include the financial results of Umlabu and
Ilanga for the six month period ended 28 February 2007 as extracted from
their annual financial statements and based on the assumptions that:
- the purchase consideration for the acquisitions was settled on 1 October
2006 after the implementation of the share consolidation and a share issue
to the vendors of 340 million new consolidated Yomhlaba shares had taken
place;
- loans relating to the purchase consideration for Umlabu amounted to R133
million and bore interest at a rate of prime less 0,5% from 1 October 2006
to 28 February 2007, which approximates the actual finance costs;
- the effective tax rate of the Company was 29%; and
- the costs relating to the Transactions amounted to R6.960 million;
* Column D represent the financial effects of the issue of 62 million new
consolidated Yomhlaba shares 91 days after the closing date for the
Transactions, at an issue price of 60 cents per new consolidated Yomhlaba
share, in order to settle loans of R36 million (plus interest) incurred to
fund the Transactions.
The net asset value and tangible net asset value per Yomhlaba share, as set
out in:
* Column A represent the reviewed balance sheet of Yomhlaba as at 31
December 2006;
* Column B represent the balance sheet restructuring, achieved by way of
acquiring certain loans and a preference share for an amount of R13.750
million, and the share consolidation;
* Column C represent the effect of the completion of the Transactions based
upon the reviewed balance sheet of Yomhlaba as at 31 December 2006, after
the balance sheet restructuring and the share consolidation, and include
the balance sheets of Umlabu and Ilanga at 28 February 2007 and based on
the assumptions that:
- the purchase consideration for the acquisitions was settled on 31
December 2006 after the share consolidation had been implemented and a
share issue of 340 million new consolidated Yomhlaba shares to the vendors
had taken place;
- the effective tax rate was 29%; and
- the costs relating to the Transactions amounted to R6,960 million;
* Column D represent the financial effects of the issue of 62 million new
consolidated Yomhlaba shares 91 days after the closing date for the
Transactions, at an issue price of 60 cents per new consolidated Yomhlaba
share, in order to settle loans of R36 million (plus interest) incurred to
fund the Transactions.
3. GENERAL MEETING OF YOMHLABA SHAREHOLDERS
A general meeting of Yomhlaba shareholders will be held at 11:00 on
Saturday, 30 June 2007 at Royal Bafokeng Holdings` Boardroom, Santam Place,
17 Fricker Road, Illovo, Johannesburg to consider, and, if deemed fit,
pass, with or without modifications, the special and ordinary resolutions
required to approve and implement the Transactions.
4. CIRCULAR TO YOMHLABA SHAREHOLDERS
A circular, incorporating revised listing particulars and a notice of
general meeting, was posted to Yomhlaba shareholders on Friday, 8 June
2007.
5. SUSPENSIVE CONDITIONS
The Transactions are subject to, inter alia, the fulfillment of the
following outstanding suspensive conditions:
* shareholder approval in general meeting to be obtained by 30 June 2007,
which date was extended by an addendum, dated 30 May 2007, to the original
agreement amongst the parties; and
* the fulfillment of the conditions precedent of the debt funding required
in order to finance the Transactions.
6.LIFTING OF SUSPENSION AND TRANSFER OF LISTING TO MAIN BOARD
The JSE Limited ("the JSE") has conditionally approved the listing of the
Company on the Main Board under the abbreviated name "SACMH" and share code
"SAH" in the "Mining - Coal" sector of the JSE list, subject to the
fulfillment of the following conditions:
- approval of the Transactions by Yomhlaba shareholders and the
implementation thereof;
- the Company obtaining official approval from the Department of Minerals
and Energy that the relevant mining rights have been granted and
transferred in terms of the agreements pertaining to the Transactions;
- the debt funding to finance the purchase consideration for Umlabu being
secured;
- the necessary shareholder spread requirements in terms of the Listings
Requirements of the JSE being achieved;
- the Company establishing all committees required in terms of the King
Report II; and
- the listing occurring within three months of Yomhlaba shareholders`
approval being obtained.
Yomhlaba shareholders will be advised of the salient dates and times
pertaining to the listing as soon as the above conditions have been met.
Until this time, the listing of the Company`s shares on the JSE will
remain suspended.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Yomhlaba shareholders are advised that they no longer need to exercise
caution when dealing in their shares.
14 June 2007
Pretoria
Designated advisor
BDO QuestCo
Transaction sponsor
Metier
Restructuring advisor
Gandalf Trust
Transaction advisor
Radagast Capital (Pty) Ltd
Independent expert
Moores Rowland Corporate Finance (Pty) Limited
Reporting accountants and auditors
Compendium Pretoria Inc. Chartered Accountants (S.A.)
Registered Accountants and Auditors
Date: 14/06/2007 12:36:28 Produced by the JSE SENS Department.
