| Mon 6 Aug 2007, 8:48 | | YBA - Yomhlaba Resources Limited - Press release m |
|
YBA
YBA
YBA - Yomhlaba Resources Limited - Press release major restructuring now
completed
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)
("Yomhlaba" or "the company" or "the group")
* Share suspension lifted - shares trading again on the Main Board of the JSE
since 31 July
* Yomhlaba now a broad-based black controlled coal mining group
* Shares to trade under new name, South African Coal Mining Holdings Ltd, from
20 August
Highlights
* Yomhlaba shares have been trading since Tuesday 31 July on the Main Board of
the JSE
* All resolutions passed and conditions fulfilled to implement a major
restructuring of the company although the consolidation of shares and name
change will only be effective from 20 August
* Major restructuring to create value and restore financial viability
* Acquisition of two productive and profitable coal mines
* Access to export markets - Richards Bay Coal Terminal
* Significant broad based BEE transaction with Royal Bafokeng - majority
ownership and control
* Strong balance sheet - no significant long term debt
* Exciting prospects - exploration and further acquisitions
Lifting of suspension in the shares
At an extraordinary general meeting of the Yomhlaba shareholders held on 30 June
2007, shareholders passed without modification the special and ordinary
resolutions required to approve and implement the restructuring of the group.
The circular setting out the details of the restructuring and revised listing
particulars of the company was sent to shareholders on 8 June 2007. An
independent expert`s fair and reasonable opinion was given by Moores Rowland
Corporate Finance (Pty) Ltd on the restructuring and competent person`s reports
were prepared by SRK (South Africa) (Pty) Ltd.
All outstanding JSE conditions relating to the lifting of suspension of trade in
the company`s shares have been fulfilled, which opened the way for the shares to
commence trading on the Main Board of the JSE from Tuesday 31 July 2007. All
conditions have now been fulfilled relating to the restructuring, although the
ten for one share consolidation and the name change will only come into effect
on 20 August 2007.
Following the share consolidation of ten old shares for one new share, and the
change of name on 20 August, the JSE short code shall be "SAH".
Name change and new business activities
The name of the company will change to South African Coal Mining Holdings
Limited ("SACMH") on 20 August.
The name change reflects the new business activities of the group of coal mining
following the acquisition of two coal mines, Ilanga and Umlabu, both of which
are based in Mpumalanga. Yomhlaba now owns productive and profitable coal mines
and related assets that will enable the company to return to being a productive
business and form a platform on which the group can leverage future growth.
Restructuring
The restructuring of Yomhlaba mainly comprised:
* The acquisition of Ilanga and Umlabu coal mines
* The introduction of Royal Bafokeng as the broad-based BEE partner and
controlling shareholder
* The restructuring of the balance sheet
Coal Mines
Umlabu coal mine is situated in the magisterial district of Ermelo and
Middelburg, Mpumalanga. Mining operations began in 2003. It is an opencast and
underground mine with an expected life of 18 years. Total production will reach
about 1.8 million tonnes per annum. A property adjacent to the coal mine has
also been acquired in order to build a railway siding close to the mine to
transport coal to the Richards Bay Coal Terminal.
Ilanga coal mine is on the Witbank Coal Field, situated in Middelburg,
Mpumalanga. Mining operations have been taking place since 1996. It is an
opencast mine with an expected life of about two years from 1 October 2006.
Total production is about 0.3 million tonnes per annum.
Due to the proximity of Ilanga and Umlabu to existing power stations being re-
commissioned by Eskom, management has entered into negotiations with Eskom for
coal supply agreements. Management is also in the process of negotiation with
various other parties for sales contracts in both the domestic and export
markets.
Richards Bay Coal Terminal
In May 2007, an export allocation of 500,000 tonnes per annum in the Phase V
expansion of the Richards Bay Coal Terminal (RBCT) was made to Yomhlaba. This
gives Yomhlaba a seat on the board of RBCT. The export allocation allows
Yomhlaba to become a fully fledged producer and exporter of South African coal.
The RBCT Phase V extension is expected to be commissioned by mid 2009. Until
that time, Yomhlaba will export through its RBCT Quattro allocation which
currently totals 200,000 tonnes per annum.
Royal Bafokeng
Royal Bafokeng Capital (RBC) has been issued shares in Yomhlaba as part of
the restructuring, giving them a controlling interest of 65%. RBC is
indirectly owned 50.1% by Royal Bafokeng Holdings which in turn is wholly
owned by the 300,000 plus members of the Royal Bafokeng Nation. Yomhlaba
is therefore a black-owned, broad-based empowerment entity.
Balance sheet restructuring
In order to facilitate the acquisitions, Yomhlaba negotiated with its largest
shareholders and creditors a balance sheet restructuring resulting in a net
asset position and no significant long term debt. The coal mine acquisitions
have been partly funded by non-recourse debt.
Key New Management
Thabo Mokgatlha has been appointed Chairman. He is the CEO of the Royal Bafokeng
Administration.
Karl Gribnitz has been appointed acting Chief Executive Officer. He has been a
non-executive director of the company for the past four years and has been
instrumental in the restructuring and refocusing of the group. He has a strong
strategic focus on delivering wealth to shareholders.
Pieter Swanepoel has been appointed an Executive Director responsible for the
operations of the new company. He has a 32-year history in the coal mining
industry, 21 years with BHP Billiton and 11 years with Xstrata, most recently as
divisional general manager of two collieries.
Melanie Steyn has been appointed Group Marketing Executive and is responsible
for reporting to the board on the logistic management, marketing and sales of
the group. She has extensive mining and resource experience from an investment
banking perspective, which includes trading and marketing of coal.
Prospects
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 Ilanga and Umlabu have provided the company with a
productive and profitable coal asset base;
* with Royal Bafokeng Capital as the new controlling shareholder, the company is
classified as a black-owned and controlled, broad-based economic empowerment
mining company.
Yomhlaba will become an investment holding platform in the coal industry that
owns and controls its operating mines. 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. The ability to access capital
and skills, while being a BEE investment company, will make Yomhlaba a partner
of choice.
Karl Gribnitz, acting CEO, said:
"This is a great day for Yomhlaba and minority shareholders after many months
spent negotiating the transactions resulting in this major restructuring. We
are particularly proud to be partnering with Royal Bafokeng who will be the
controlling shareholder in the new company providing the group with impeccable
BEE credentials.
The acquisition of two profitable coal mines, access to domestic and export
markets together with our strong balance sheet and motivated management team
presents us with a new exciting future. The platform is ideally positioned to
take advantage of consolidation opportunities in this segment of the South
African coal sector."
Andrew Jackson, Executive Director Investments, Royal Bafokeng Holdings said:
"Through Royal Bafokeng Capital, Royal Bafokeng Holdings is pleased to have
established a foothold in South African domestic and export coal production
through its controlling interest in Yomhlaba. This vehicle delivers a platform
positioned to take advantage of the consolidation opportunities available in
this segment of the coal market.
It is gratifying that our shareholding bestows upon Yomhlaba genuine, broad-
based black economic empowerment status, and that this has been immediately
recognised - and rewarded - with a 500 000 tonne export allocation for Yomhlaba
in the Phase V expansion of the Richards Bay Coal Terminal."
6 August 2007
Sponsor BDO QuestCo
ENQUIRIES
Yomhlaba
Karl Gribnitz, acting CEO: Tel 011 748 2800
Melanie Steyn, Group Marketing Executive: Tel 011 748 2831, Cell 083 377 3671
Royal Bafokeng Holdings
Andrew Jackson, Executive Director Investments : Tel 011 219 6013
Mpueleng Pooe, Executive Director Public Affairs : Tel 011 219 6000, Cell 082
894 3801
College Hill: Tel 011 447 3030
Fred Cornet: Cell 083 307 8286
Nandile Ngubentombi: Cell 082 825 8004
NOTES TO EDITORS
Yomhlaba, formerly Zenith Concessions Limited, was incorporated in November 1994
as a mining holding company and was listed on the JSE in the Venture Capital
Market in May 1995. After a tumultuous history, the Company acquired new
assets, was recapitalised and reconstituted and was re-instated on the JSE lists
with effect from 14 October 2002.
The Company suspended operations in the first quarter of 2003 due to adverse
market and exchange rate conditions and issued a profit warning on 31 March
2003. The Company published audited annual financial statements for both the
June 2003 and June 2004 financial years which indicated that the Company was
unable to continue operating as a going concern.
After restructuring, the Company changed its name to Yomhlaba and the listing
moved to the AltX on 29 November 2004. The new main business of its
subsidiaries was the beneficiation of coal. The subsidiaries of Yomhlaba had a
contract with Ingwe to beneficiate coal on its behalf. The contract was
abruptly cancelled on 28 February 2006. As a result, the Yomhlaba directors
requested the suspension of the Company`s share until the business of the
Yomhlaba Group was restored.
Against the background of Yomhlaba`s troubled history and having evaluated the
future prospects of the Yomhlaba Group, the board decided it would be in the
best interests of Yomhlaba shareholders to acquire new assets. The board
consequently initiated negotiations and entered into agreements in order to
restore the fortunes of the Company through the implementation of the
transactions agreed to by the shareholders on 30 June 2007.
Umlabu owns a coal mine situated in the magisterial district of Ermelo and
Middelburg, Mpumalanga. Mining operations commenced in February 2003 under the
management of Umlabu. It is an opencast and close pit mine with an expected
life of mine of 18 years. A coal processing plant, weighbridge and workshops
are also located on the property. 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.
Ilanga owns a coal mine in the Witbank Coal Field, situated in Middelburg,
Mpumalanga, some 200km east of Johannesburg. Mining operations and coal
preparation have been taking place since 1996 under the management of Ilanga.
It is an opencast mine with an expected life of mine of approximately two years
as from the effective date of 1 October 2006. Ilanga holds an old order mining
right over a portion of the Kleinfonten 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.
The implementation of the transactions will result in the Company entering an
exciting new growth path, given that:
* the balance sheet restructure will render the Company free of any significant
long-term debt;
* the acquisitions provide the Company with a productive and profitable coal
asset base;
* with Royal Bafokeng Capital being the new controlling shareholder, the Company
will be classified as a black-owned and controlled, 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 Yomhlaba Group as an
empowered, coal-focused, growth-orientated mining company with an aggressive
acquisition strategy.
Date: 06/08/2007 08:48:27 Produced by the JSE SENS Department.
