| Mon 6 Aug 2007, 8:00 | | YBA - Yomhlaba- Abridged revised listing particula |
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YBA
YBA
YBA - Yomhlaba- Abridged revised listing particulars and finalisation
announcement
Yomhlaba Resources Limited
(which is to be renamed South African Coal Mining Holdings Limited ("SACMH"))
Registration number 1994/009012/06
Share code: YBA (current)
Share code: SAH (future)
ISIN code: ZAE000060281 (current)
ISIN code: ZAE000102034 (future)
("the company")
Abridged revised listing particulars of SACMH
and finalisation announcement for the company`s name change and share
consolidation
1 Abridged revised listing particulars
These abridged revised listing particulars do not comprise an invitation to the
public to subscribe for shares in the company, but are issued in compliance with
the JSE Limited Listings Requirements ("Listings Requirements") in order to
provide shareholders and investors with additional information on the company at
the date of the listing of additional shares on the Main Board of the JSE
Limited ("JSE") on Tuesday 7 August 2007 ("the listing date"). It should be
noted that the change of name of the company and consolidation of the company`s
share capital will be implemented after the listing date. The important dates
relating to these corporate actions are set out at the end of this announcement.
This information has been extracted from the revised listing particulars of the
company which were included in the circular to shareholders dated 8 June 2007
("the circular").
a) Incorporation and history of the company
The company was formerly named Zenith Concessions Limited and was incorporated
in November 1994 as a mining holding company. It was originally listed on the
JSE in the Venture Capital Market in May 1995. The company subsequently
acquired, disposed of and wound up several businesses. In 2004, the company
then acquired Jigmining (Pty) Limited, its name was changed to "Yomhlaba
Resources Limited" and the listing transferred to the AltX board. The new main
business of the company was the beneficiation of coal on behalf of Ingwe
Collieries Limited ("Ingwe") in terms of a contract between Ingwe and
subsidiaries of the company. The contract was cancelled in February 2006 which
cancellation is the subject of ongoing litigation. At that time, the company`s
directors requested the suspension of the company`s shares on the JSE.
The board subsequently initiated negotiations and entered into agreements in
order to restore the fortunes of the company through restructuring the company`s
balance sheet, implementing an empowerment transaction in terms of which control
of the company passed to Royal Bafokeng Capital (Pty) Limited ("Royal Bafokeng
Capital") and acquiring two operating coal mines (collectively, "the
transactions").
b) Description of the business of the group
The company is an investment holding platform in the coal industry that owns and
controls its own operating mines. The company`s two coal mines are held through
two wholly owned subsidiaries - Umlabu Colliery (Pty) Limited ("Umlabu") and
Ilanga Coal Mines (Pty) Limited ("Ilanga").
The Umlabu coal mine is situated in the magisterial district of Ermelo and
Middelburg, Mpumalanga. Mining operations commenced in February 2003. The mine
has opencast and underground operations with total production expected to reach
approximately 1.8 million tonnes per annum and an expected life of mine of 18
years. A coal processing plant, weighbridge and workshops are located near the
mine. Umlabu holds a new order mining right over portions of the Sterkfontein,
Vlakfontein, Mooifontein and Voorslag farms covering a total area of 1 717.36
hectares.
The Ilanga coal mine is situated in the Witbank Coal Field, near Middelburg,
Mpumalanga, some 200km east of Johannesburg. Mining operations and coal
preparation have been taking place since 1996. It is an opencast mine with a
production rate of approximately 0.3 million tonnes per annum and an expected
life of mine of 18 months. Ilanga holds an old order mining right over a
portion of the Kleinfontein farm and a new order prospecting right has been
accepted by the Department of Minerals and Energy ("DME") over a portion of the
Leeuwfontein farm.
Due to the proximity of the Umlabu and Ilanga mines to existing power stations
which are being re-commissioned by Eskom, management has entered into
negotiations with Eskom for coal supply agreements. Management is also in the
process of negotiations with various other parties for sales contracts in the
domestic and export markets.
In May 2007, an export allocation of 500,000 tonnes in the Phase V expansion of
the Richards Bay Coal Terminal ("RBCT") was granted to the company. As well as
affording the company a seat on the board of RBCT, the export allocation allows
the company to become a fully fledged producer and exporter of South African
coal. The Phase V expansion is expected to be commissioned by mid 2009. Until
that time, the company will use its RBCT Quattro export allocation which
currently amounts to 200 000 tonnes per annum.
c) Prospects of the group
The implementation of the transactions will result in the company entering an
exciting new growth path, given that:
- the balance sheet restructure has rendered the company free of any
significant long-term debt;
- the acquisitions of Umlabu and Ilanga have provided the company with a
productive and profitable coal asset base;
- with Royal Bafokeng Capital as the new controlling shareholder, with a 65%
interest in the company, the company is classified as a black-owned, broad-
based economic empowerment mining company.
The board plans to leverage off these crucial factors and the reputation and
skills of the main stakeholders, in order to position the group as an empowered,
coal-focused, growth-oriented mining entity with an aggressive acquisition
strategy.
d) Directors
I The full names, roles, ages and qualifications of the individuals who are
the directors of the company are set out below:
Name Role in the Age Qualifications Business
company address
Thabo Vincent Non-executive 32 CA (SA); B.Com Phokeng Civic
Mokgatlha chairman (University of Centre, Sun
the NW); City Road,
BCompt/CTA Phokeng
(Hons) (UNISA)
William Neil Non-executive 60 BSc (Geology) 37 Peter
Gardyne director Hons.; PR Sci Place,
Nat Bryanston
Karl Johannes Acting Chief 41 B Comm; B Comm Mirkwood
Gribnitz Executive (Hons)(RAU); M Estate, Plot
Officer Comm (Unisa); 26, Farm
FCIS (Fellow Klipkop, JR
Member of ICSA 396, Gauteng
Southern
Africa);
F.Inst.D
(Fellow Member
of the
Institute of
Directors)
Lucas Non-executive 34 CA (SA); B Com Royal Bafokeng
Malamule director (Hons) (UCT); Holdings,
Ndala PGDA (UCT); B Santam House,
Com (UWC) 17 Fricker
Road, Illovo
Pieter Operations 50 Higher National 48 Duncan
Bernardus Director Diploma (Coal); Street,
Swanepoel Mine Overseers Witbank
Certificate of
Competency
(Coal); Mine
Managers
Certificate of
Competency
(Coal); MDP
(Unisa)
All directors are South African citizens.
ii) Directors` responsibility statement
The directors of the company listed in paragraph i) above considered all
statements of fact and opinion in the revised listing particulars published as
part of the circular, and accepted, collectively and individually, full
responsibility for the accuracy of such statements and certified that, to the
best of their knowledge and belief, there were no omissions of facts or
considerations which would render any statements of fact or opinion contained in
such revised listing particulars false or misleading, and that all reasonable
enquiries to ascertain such facts had been made and that the revised listing
particulars contained all information required by the Securities Regulation
Panel and the Listings Requirements.
e) Share capital
The authorised and issued share capital of the company, at the listing date, is
set out below:
R`000
Authorised at the listing date
7 000 000 000 ordinary shares of 1 cent each* 70 000
Issued at the listing date
4 000 000 255 ordinary shares of 1 cent each* 40 000
Share premium 46 562
Total 86 562
*Note that a share consolidation on a one for ten basis ("the consolidation")
will be implemented after the listing date
The authorised and issued share capital of the company after the consolidation
is set below.
R`000
Authorised after the consolidation
700 000 000 ordinary shares of 10 cents each 70 000
Issued after the consolidation
400 000 026 ordinary shares of 10 cents each 40 000
Share premium 46 562
Total 86 562
f) Financial information
Set out below are the pro forma income statement and balance sheet of the
company for the six month period ended 31 December 2006 which have been compiled
to show the effect of the implementation of the transactions. It has been
assumed that the transactions took place with effect from 1 July 2006 for income
statement purposes and at 31 December 2006 for balance sheet purposes. The
directors are responsible for the preparation of the pro forma income statement
and balance sheet. The pro forma income statement and balance sheet are
provided for illustrative purposes only and, because of their pro forma nature,
may not give a fair reflection of the results and financial position of the
company.
Pro forma income statement
(R`000)
Revenue 46 264
Cost of sales 19 390
Gross Profit 26 874
Interest received 1 153
Other income 18
Discount arising on acquisition 142 864
Impairment of goodwill (35 137)
Restructuring of debt 30 762
Less: Operating expenses 29 397
Administrative expenses 14 674
Depreciation & amortization 5 173
Finance costs 5 580
Transaction costs 3 970
Profit before taxation 137 137
Taxation (2 995)
Profit for period 134 142
Headline earnings (4 347)
Earnings per share prior to the consolidation
Number of unconsolidated shares in 4 000 000
issue (`000)*
Earnings per unconsolidated share 3.35
(cents per share)
Headline earnings per unconsolidated (0.11)
share (cents per share)
Earnings per share subsequent to the consolidation
Number of consolidated shares in 400 000
issue (`000)*
Earnings per consolidated share 33.5
(cents per share)
Headline earnings per consolidated (1.1)
share (cents per share)
*In terms of agreements between the company, NAMF and Royal Bafokeng Capital, 91
days after the listing date shares will be issued to NAMF and Royal Bafokeng
Capital equivalent in value to R20 million at the greater of a 10% discount to
the 30 day volume weighted average traded price at that date and 6 cents per
unconsolidated share (60 cents per consolidated share).
Pro forma balance sheet
(R`000)
ASSETS
Non-current assets 339 461
Property plant and equipment 39 229
Mineral rights 300 232
Current assets 32 218
Inventories 8 826
Trade and other receivables 8 233
Cash and cash equivalents 15 159
Total assets 371 680
EQUITY AND LIABILITIES
Capital and reserves 178 435
Share capital 40 000
Share premium 46 562
Retained income 91 873
Non-current liabilities 171 758
Long term liabilities 136 134
Deferred taxation 18 204
Long term provisions 17 420
Current liabilities 21 487
Trade and other payables 12 226
Taxation payable 9 261
Total equity and liabilities 371 680
The company has changed its financial year end from 30 June to 31 December.
g) Copies of the revised listing particulars
Copies of the circular which includes the revised listing particulars may be
obtained during normal business hours until 6 September 2007 at the offices of
QuestCo (Pty) Limited, 1ST Floor, Wrigley Field, The Campus, 57 Sloane Street,
Bryanston, 2021.
2 Finalisation announcement of the important dates and times associated with
the name change and consolidation of the company`s shares
Shareholders are advised of the following important dates and times relating to
the change of name of the company to South African Coal Mining Holdings Limited
("the name change") and the consolidation of its shares on a one for ten basis
("the consolidation").
Date Action
2007
Friday 17 August Last day to trade prior to the name change
and the consolidation
Monday 20 August Consolidated shares commence trading under
the new name of the company (South African
Coal Mining Holdings Limited) and share code
SAH, ISIN000102034
Friday 24 August Record date for the name change and the
consolidation
Monday 27 August Shareholders` accounts held at CSDPs or
brokers updated to reflect the name change
and the consolidation
Monday 27 August New share certificates reflecting the name
change and the consolidation posted to
certificated shareholders if received on or
before 12:00 on Friday 24 August
(or, if received thereafter, within five
business days of receipt by the transfer
secretaries of existing share certificates)
Shares in the company in the name of "Yomhlaba Resources Limited" may not be
dematerialised / rematerialised after Friday 17 August 2007 and may only be
dematerialised / rematerialised in the new name of the company after Monday 27
August 2007.
Pretoria
6 August 2007
Sponsor
BDO QuestCo
Restructuring Advisor
Gandalf Trust
Transaction Advisor
Radagast Capital (Pty) Ltd
Auditors and reporting accountants
Compendium (Pretoria) Incorporated
Date: 06/08/2007 08:00:01 Produced by the JSE SENS Department.
