| Fri 17 Aug 2007, 15:00 | | AFE - African Eagle Resources plc - Abridged pre-l |
|
JSE
AFEPLC
AFE - African Eagle Resources plc - Abridged pre-listing statement
African Eagle Resources plc
(Incorporated in England and Wales, registered number 3912362)
AIM share code: AFE AIM ISIN: GB0003394813
JSE share code: AEA JSE ISIN: GB0003394813
("African Eagle" or "the Company")
Abridged pre-listing statement
This abridged pre-listing statement is prepared in terms of the JSE Limited
("JSE") Listings Requirements ("Listings Requirements") in connection with a
secondary listing of the entire issued share capital of African Eagle on the
Alternative Exchange of the JSE ("Altx"). African Eagle is currently quoted on
AIM, a market of that name operated by the London Stock Exchange plc ("AIM").
This abridged pre-listing statement is not an invitation to the public to
subscribe for or an offer to the public to purchase African Eagle shares, but is
issued in compliance with the Listings Requirements for the purpose of giving
information to the public with regard to African Eagle.
The JSE has granted approval for a secondary listing by way of an introduction
of all African Eagle shares on the Altx under the abbreviated name "AFEAGLE",
with effect from the commencement of business on Friday, 24 August 2007 ("the
Listing Date"). At the Listing Date, the authorised share capital of African
Eagle will comprise 400 000 000 ordinary shares of 1 pence each. The issued
share capital of African Eagle will comprise 207 506 454 ordinary shares of 1
pence each.
Introduction
African Eagle is currently quoted on AIM in the United Kingdom. There are also
trading facilities for its shares on the PLUS market in the UK and the Berlin-
Bremen Stock Exchange in Germany.
African Eagle is a mineral exploration and development company operating in
Zambia, Tanzania and Mozambique. These three countries all have highly
prospective geology, relatively low above-ground risks and track records of
successful major investments in the metals and minerals industries. The African
Eagle group`s principal focus is on copper and gold but its portfolio also
includes projects with potential for uranium, platinum group metals, base
metals, silver and coal.
African Eagle`s board and management combine considerable experience in mineral
exploration and mining with excellent local knowledge of the region through
direct involvement over many years, a high-tech approach to exploration and an
up-to-date understanding of the geology and economics of mineral deposits. The
management team has a track record of taking projects from grassroots
exploration through evaluation and feasibility, then into operation or joint
venture with major mining companies. Several members of the team have previously
taken an exploration company from start-up to eventual takeover by a major
mining group.
The Company`s advanced projects, which are being fast-tracked towards
production, are the Mkushi copper project in Zambia and the Miyabi gold project
in Tanzania. These projects both have JORC compliant resources. African Eagle
also holds a large portfolio of earlier stage gold and base metal projects,
including the Ndola copper project and the Eagle Eye iron-oxide copper gold
project, both in Zambia.
Incorporation and history of African Eagle
African Eagle was established by its Managing Director, Mark Parker in late
1996, initially as a private company called Twigg Resources Limited. Shares in
a public vehicle, Twigg Minerals plc, which acquired Twigg Resources Limited,
were admitted to trading on the OFEX market (now PLUS Markets) in March 2000.
In August 2002, the Company acquired Australian junior explorer African Eagle
Resources Limited in a share for share deal, bringing a group of Zambian
projects into the portfolio. In September 2002, the Company`s name was changed
to African Eagle Resources plc and in June 2003, the Company`s shares were
admitted to trading on AIM.
Objective and strategy
African Eagle`s objective is to use its skills and abilities to identify,
acquire, explore and evaluate mineral deposits in Africa and to maximise the
value of its discoveries.
The Company`s aim is to have revenue from two or more projects in production in
three to five years time, supporting a pipeline of further developments and
discoveries.
The Company`s business strategy is:
- to obtain a revenue stream as quickly as possible by bringing one or more
projects into production through development partnerships with suitable
industry partners;
- to ensure future upside by continuing to acquire and cost-effectively to
explore promising early stage projects;
- to focus on copper and gold projects in politically stable countries of
eastern and southern Africa, while maintaining portfolio diversity to
spread risk and maximise opportunity; and
- to seek corporate opportunities which further these objectives.
Purpose of the listing on AltX
The main purposes of the listing on Altx are to:
enhance potential investors` awareness of African Eagle;
facilitate direct investment in African Eagle by South African investors;
provide African Eagle with another potential source of capital; and
provide investors with an additional market for trading African Eagle ordinary
shares.
Directors of African Eagle
The names, ages, qualifications, nationalities, business addresses and functions
of the directors of African Eagle are outlined below:
Directors Business address Function
John Gordon Park 2nd Floor Non-executive
(59) 6 - 7 Queen Street Chairman
BSc (Hons), FAusIMM, London EC4N 1SP
CPMan, MAIME United Kingdom
Australian
Mark Edwin Parker 2nd Floor Managing director
(55) 6 - 7 Queen Street
BA (Hons), MIMMM London EC4N 1SP
British United Kingdom
Christopher Davies 2nd Floor Operations director
(49) 6 - 7 Queen Street
FAusIMM, FSEG, MSc, London EC4N 1SP
DIC, BSc (Hons) United Kingdom
British
Bevan John Metcalf 2nd Floor Finance director and
(49) 6 - 7 Queen Street company secretary
ACA(NZ), BMS London EC4N 1SP
New Zealand United Kingdom
Euan Arthur 2nd Floor Non-executive deputy
Worthington (51) 6 - 7 Queen Street chairman
CEng, MSc, DIC, BSc London EC4N 1SP
(Hons), FIMMM United Kingdom
British
Geoffrey William 2nd Floor Non-executive
Cooper (65) 6 - 7 Queen Street director
LLB Barrister London EC4N 1SP
British United Kingdom
The Private Placing
During the second half of July 2007, African Eagle raised capital from selected
South African and UK-based investors ("the Private Placing"). This was African
Eagle`s largest single capital raising undertaken to date. At the close of the
Private Placing on 27 July 2007, African Eagle had received irrevocable
applications from South African investors to subscribe for 45 457 310 African
Eagle shares of 1 pence each at a price of R1.95 totalling R88 641 755. Further
to this, JP Morgan Fleming Natural Resources Fund, a long-standing existing
shareholder in the UK, confirmed that it would subscribe for 8 000 000 shares at
the pound sterling equivalent of R1.95. The subscription price was at a 7.7%
discount to the AIM quoted price at the time that the decision to proceed with
the Private Placing was made.
Shares subscribed for in terms of the Private Placing will be issued on the
Listing Date upon receipt of the subscription amounts payable on that day. The
shares to be issued in terms of the Private Placing will rank pari passu with
the existing ordinary shares in issue and have no convertibility or redemption
provisions attaching to them.
Pro forma financial information
Based on the IFRS consolidated audited results of African Eagle for the year
ended 31 December 2006, the unaudited pro forma financial effects of the Private
Placing on African Eagle`s earnings per share ("EPS"), headline earnings per
share ("HEPS"), net asset value per share ("NAV") and net tangible asset value
per share ("NTAV") are set out below. This unaudited pro forma financial
information has been prepared for illustrative purposes only and because of its
nature may not fairly present African Eagle`s financial position and results of
operations, nor the effect and impact of the Private Placing going forward, and
is the responsibility of African Eagle`s directors.
Per African Eagle ordinary Before the After the Change
share (pence) Private Placing Private (%)
(1) Placing (2)
& (3)
EPS (1.0) (0.7) 30%
HEPS (0.8) (0.6) 25%
NAV 6.8 8.4 24%
NTAV 1.8 4.8 167%
Weighted average number of 135 728 466 189 185 776 40%
shares used to calculated
EPS and HEPS (000)
Number of shares used to 147 824 890 201 282 200 36%
calculate NAV and NTAV
Notes:
1. Extracted without material adjustment from the IFRS consolidated historical
financial information of African Eagle for the year ended 31 December 2006.
2. Based on the assumption that the Private Placing took place on 1 January
2006 for income statement purposes and 31 December 2006 for balance sheet
purposes.
3. After taking into account the issue of 53 457 310 ordinary shares in terms
of the Private Placing.
4. After taking into account the gross proceeds of the Private Placing of GBP7
408 054 (based on an exchange rate of 14.07 for the capital raised in South
Africa) less the expenses related to the listing of GBP466 767.
Prospects
The Company`s aim is to to have revenue from two or more projects in profitable
production in three to five years time, supporting a pipeline of further
developments and discoveries.
Since its admission to AIM four years ago, African Eagle has built up and
evaluated a substantial portfolio of projects.
Share capital of African Eagle
Details of African Eagle`s share capital before the Private Placing and after
the Private Placing are set out below:
GBP
Before the Private Placing
Authorised
400 000 000 ordinary shares of 1 pence each 4 000 000
Issued
154 049 144 ordinary shares of 1 pence each 1 540 491
Share premium 12 416 092
Total 13 956 583
After the Private Placing
Authorised
400 000 000 ordinary shares of 1 pence each 4 000 000
Issued
207 506 454 ordinary shares of 1 pence each 2 075 064
Share premium 18 822 806
Total 20 897 870
All the issued and outstanding shares of African Eagle are of one class, namely
ordinary shares with a par value of 1 pence each, ranking pari passu in all
respects. The entire issued share capital of African Eagle will be listed on the
JSE.
Pre-listing statement
The pre-listing statement will be issued on Monday, 20 August 2007. English
copies of the pre-listing statement can be obtained during normal business hours
between 08h00 and 17h00 from the date of issue of the pre-listing statement up
to and including Monday, 17 September 2007 at the addresses detailed below:
African Eagle Nedbank Capital Corporate
2nd Floor Finance
6 - 7 Queen Street 3rd Floor
London EC4N 1SP Corporate Place
United Kingdom 135 Rivonia Road
Sandown, 2196
17 August 2007
Investment bank, corporate adviser and sponsor
Nedbank Capital
Nominated Adviser in England
Seymour Pierce Limited
Solicitors in England
Cobbetts LLP
Attorneys in South Africa
Werksmans Inc
Independent reporting accountants and auditors in England
Grant Thornton UK LLP
Independent competent person
SRK Consulting (UK) Limited
Date: 17/08/2007 15:00:03 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
