| Fri 19 Oct 2007, 16:49 | | AFO - Aflease Gold - Convertible Bond Offering |
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AFO
AFO
AFO - Aflease Gold - Convertible Bond Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO
OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR TO US, AUSTRALIAN,
CANADIAN, OR JAPANESE PERSONS. THIS RELEASE IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN ADVERTISEMENT OF AN OFFER OF
SECURITIES IN THE UNITED STATES, SOUTH AFRICA OR IN ANY OTHER JURISDICTION.
AFLEASE GOLD LIMITED
(Formerly Sub Nigel Gold Mining Company Limited)
Incorporated in the Republic of South Africa
(Registration number: 1984/006179/06)
Share code: AFO (JSE) AFSGY - International PrimeQX (OTCQX)
ISIN: ZAE000075867
("Aflease Gold" or the "Company")
CONVERTIBLE BOND OFFERING
Aflease Gold announces that, subject to the fulfillment of the conditions
set out below, it has placed ZAR 400 million of convertible bonds ("Bonds")
due 2012 to international institutional investors and may place up to a
further ZAR 200 million on the same pricing terms during the bookbuild,
taking the maximum notional amount of the Bonds to ZAR 600 million. The
bookbuild for the offering commences on Friday, 19 October 2007 and will
end on Tuesday, 23 October 2007.
The board of directors ("the Board") of Aflease Gold intends, subject to
obtaining shareholder approval in general meeting and the approval of the
JSE Limited ("JSE"), to issue the Bonds to institutional investors. The
proceeds will be utilised for general corporate purposes and particularly
the financing of the Company`s flagship Modder East project.
The Bonds issued by Aflease Gold will, subject to the terms and conditions
of the Bonds, be convertible at the option of the Bondholders into ordinary
shares of Aflease Gold ("the Ordinary Shares"). The Bonds will be issued at
100% of their principal amount. The coupon and the yield to maturity on
the Bonds have been set at 8.5% and 10.0% respectively and the coupon will
be payable quarterly in arrears. The conversion price has been set at a
premium of 25% to the volume weighted average price of the Ordinary Shares
on the JSE on Friday, 19 October 2007.
Based on the terms above, the maximum notional amount of bonds are expected
to convert into approximately 146 million Ordinary Shares in the Company`s
share capital (being approximately 27.9% of the current issued share
capital of the Company).
The bookbuild will close on Tuesday, 23 October 2007, with settlement
expected by the end of the current financial year. It is intended that a
circular will be posted to Aflease Gold shareholders in due course in order
to convene a shareholders` meeting to obtain approval for a specific
authority to issue shares for cash in the offering, in accordance with and
subject to the JSE Listings Requirements.
A fairness opinion on the conversion terms of the Bonds will be required in
terms of section 5.53 (b) of the JSE Listings Requirements prior to the
issuance of the Bonds. This fairness opinion will, upon issue, be lodged
with the JSE and be available for inspection at the registered offices of
the Company for a period of not less than 14 days from the date of issue of
the Bonds. PricewaterhouseCoopers has been appointed by the Board of
Aflease Gold to act as an independent expert in respect of the Bond issue.
The issuance of the Bonds has been approved by the Exchange Control
Department of the South African Reserve Bank.
The salient dates and times as well as the financial effects of the Bond
issue will be published in due course. Accordingly, shareholders are
advised to exercise caution when dealing with the Company`s securities
until further announcement is made.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO,
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE
REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT PERSONS
WHO FALL WITHIN ARTICLE 19 OR 49 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 OR TO WHOM THIS ANNOUNCEMENT MAY
OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE ISSUED ONLY TO SUCH PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR SHARES TO
THE PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 1973
(AS AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH AFRICAN
EXCHANGE CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS DO
NOT HAVE THE APPROPRIATE APPROVALS FROM THE SOUTH AFRICAN RESERVE BANK TO
SUBSCRIBE FOR THE BONDS REFERRED TO IN THIS ANNOUNCEMENT.
Johannesburg
19 October 2007
Sole Placement Agent to Aflease Gold
Deutsche Bank AG London
Merchant bank and transaction sponsor to Aflease Gold
Deutsche Securities (SA) (Proprietary) Limited
Sponsor to Aflease Gold
Nedbank Capital
Corporate law advisers to Aflease Gold
Bowman Gilfillan Inc.
Date: 19/10/2007 16:49:45 Produced by the JSE SENS Department.
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