| Fri 13 Jul 2007, 16:28 | | TBX - Thabex - Acquisition of Minnex and Proposed |
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TBX
TBX
TBX - Thabex - Acquisition of Minnex and Proposed Change of Name of Company
THABEX EXPLORATION LIMITED
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
ACQUISITION OF MINNEX AND PROPOSED CHANGE OF NAME OF COMPANY
1. ACQUISITION OF MINNEX EXPLORATION LIMITED
INTRODUCTION
Shareholders are referred to the SENS announcement on 29 November 2006,
relating to the acquisition of Minnex Exploration Limited ("Minnex"). Certain
delays were experienced in the finalisation of the audit of Minnex, which
caused a delay in publishing the circular. In order to finalise the audit of
Minnex, the auditors of Minnex required the directors of certain dormant
companies in the Minnex group to provide an undertaking that these companies
were dormant, had not entered into any agreements and had not operated any
bank account. Delays were experienced due to the difficulty in locating these
directors in order for them to sign the undertakings. The delays experienced
have now been rectified.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the acquisition of Minnex contained in the
SENS announcement on 29 November 2006 have been updated. The table below sets
out the updated unaudited pro forma financial effects of the acquisition of
Minnex on Thabex shareholders. The unaudited pro forma financial effects are
presented for illustrative purposes only and due to their nature, may not
fairly present Thabex`s financial position, results of operations, or changes
in equity after the acquisition. It has been assumed for purposes of the pro
forma financial effects that the acquisition took place with effect from 1
March 2006 for income statement purposes and 28 February 2007 for balance
sheet purposes. The pro forma financial effects are the responsibility of the
Thabex board and are based on Thabex`s reviewed unaudited provisional
financial results for the year ended 28 February 2007.
The unaudited pro forma financial effects set out below are based on the
assumption that the estimated transaction costs will be capitalised to the
cost of the acquisition.
Before (1) After the %
acquisition Change
Published Pro forma (2
3)
(Loss)/earnings per share (38.84) 18.57 147.81
(cents)
Diluted (loss)/earnings per (38.84) 18.57 147.81
share (cents)
Headline (loss)/earnings per (38.84) (33.18) 14.55
share (cents)
Net asset value per share 47.99 110.6 130.47
(cents)
Net tangible asset value per 47.99 56.61 17.96
share (cents)
Number of shares in issue 17 006 887 21 006 887 23.52
(millions)
Weighted average number of 17 006 887 21 006 887 23.52
shares in issue (millions)
Notes:
1 The "Before" financial information is based on Thabex`s published results
for the year ended 28 February 2007.
2 The "After the acquisition" earnings and headline earnings per share have
been adjusted to include the audited income and expenditure relating to
Minnex for the year ended 28 February 2007 and the excess of the net
asset value of Minnex at fair value over the purchase consideration,
amounting to R5.9 million. The weighted average number of shares in issue
has been adjusted for the 4 million new ordinary shares to be issued in
settlement of the acquisition. Headline earnings per share has been
adjusted for the excess of the net asset value of the acquisition at fair
value over the purchase consideration and the profit on the disposal by
Minnex of it`s investment in Lehumo Resources Limited.
3 The "After the acquisition" net asset value and net tangible asset value
per share have been adjusted to include the assets and liabilities of the
acquisition at fair value and the capitalisation of the estimated
transaction costs of R390 000, the issue of the 4 million consideration
shares at R2.30 per share, being the closing share price of Thabex on
Tuesday, 19 June 2007, and the settlement of the transaction costs, the
excess of the net asset value of the acquisition at fair value over the
purchase consideration. Exploration licences has been excluded from the
net tangible asset value per share.
4 Shareholders are advised that PricewaterhouseCoopers, the auditors and
independent reporting accountants to Minnex were unable to form an
opinion as to whether the historical financial information of Minnex for
the years ended 28 February 2005 and 28 February 2006 fairly present in
all material respects the financial position of the Minnex group at those
dates and of its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards and
the JSE Listings Requirements.
2. PROPOSED CHANGE OF NAME OF COMPANY TO THABEX LIMITED
INTRODUCTION
The directors of Thabex ("Directors") are proposing to change the name of the
company to Thabex Limited from commencement of business on Monday, 27 August
2007. The Directors are of the opinion that the new name more accurately
reflects the Company`s objectives and activities. As a consequence of the name
change the Company`s listing will be amended to reflect the new name. All
share certificates in the name of Thabex Exploration Limited shall cease to be
good for delivery for transactions entered into on the JSE Limited ("JSE")
from the last day to trade.
In terms of the Listings Requirements, approval was granted by the JSE for the
change of name.
SALIENT DATES AND TIMES
Circular posted to Thabex shareholders Monday, 16 July 2007
Last day to lodge forms of proxy for general Monday, 6 August 2007
meeting
General meeting at 10:00 on Wednesday, 8 August 2007
Results of the general meeting published on Wednesday, 8 August 2007
SENS
Results of the general meeting published in Friday, 10 August 2007
the press
Last day to trade Friday, 24 August 2007
Change of name effective from commencement Monday, 27 August 2007
of trading on
List and trade new shares in the new name Monday, 27 August 2007
from commencement of trading on
Record date Friday, 31 August 2007
Notes:
1 The dates and times provided for in this announcement are subject to
amendment. Any such amendment will be published on SENS and in the press.
2 Shareholders will not be able to dematerialise or rematerialise
securities in the name of Thabex Exploration Limited after Friday, 24
August 2007.
3 Certificated shareholders do not have to surrender their old certificated
shares as these will still be valid for purposes of dematerialisation.
Any new certificated shares issued after Friday, 31 August 2007 will be
issued in the new name of Thabex Limited.
4 The company shall not change its short names, JSE code or ISIN code.
3. CIRCULAR
A circular relating to the acquisition of Minnex and the proposed change in
name of the Company, containing a notice of general meeting, will be been
posted to shareholders on Monday, 16 July 2007.
Johannesburg
13 July 2007
Sponsor
PSG Capital (Pty) Limited
Explore our website: www.thabex.com
E-mail: info@thabex.com
Telephone number: 0860 THABEX (0860 842239) or +27 11 459 6600
Date: 13/07/2007 16:28:21 Produced by the JSE SENS Department.
