| Thu 31 Jan 2008, 9:42 | | MVL / NHM - Mvelaphanda Resources - Northam Platinum - Financial Effects Of |
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MVL NHM
MVL NHM
MVL / NHM - Mvelaphanda Resources - Northam Platinum - Financial Effects Of
The Booysendal Transaction
MVELAPHANDA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1980/001395/06)
(ISIN: ZAE000050266)
(Share Code: MVL)
("Mvela Resources")
NORTHAM PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1977/003282/06)
(ISIN: ZAE000030912)
(Share Code: NHM)
("Northam")
FINANCIAL EFFECTS OF THE BOOYSENDAL TRANSACTION
1. Introduction
Shareholders of Mvela Resources and Northam ("Shareholders") are referred
to a separate update announcement released today in respect of:
- the proposed acquisition by Mvela Resources of Anglo Platinum Limited`s
("Anglo Platinum") entire interest (comprising 53.1 million shares, or
22.3%, of the issued share capital) in Northam and Anglo Platinum`s 50%
effective interest in the Booysendal Platinum Project ("Booysendal") for a
total cash consideration of R4 billion;
the proposed subsequent acquisition by Northam of 100% of Booysendal; and
- a specific issue of ordinary shares by Mvela Resources to Afripalm
Resources(Pty) Limited
(collectively "the Transaction").
2. Pro forma financial effects
The pro forma financial effects have been revised to reflect the changes in
the joint announcement released today.
2.1. Financial effects of the Transaction on Mvela Resources
The unaudited pro forma financial effects set out below are included for the
purpose of illustrating the effect of the Transaction on Mvela Resources`
earnings, headline earnings, net asset and tangible net asset value per ordinary
share. The directors of Mvela Resources are responsible for the unaudited pro
forma financial effects below. These draft unaudited pro forma financial effects
are presented for illustrative purposes only, and because of their nature may
not give a fair reflection of Mvela Resources` financial
position, changes in equity, results of operations or cash flows after the
Transaction. The unaudited pro forma financial information set out below does
not necessarily represent or indicate sustainable earnings or future financial
positions.
Before the After the Percentage
Transaction Transaction change
Basic and diluted loss per
ordinary share (cents) (1 189) (382) 68
Basic and diluted Headline loss
per ordinary share (cents) (1 199) (803) 33
Net asset value per ordinary
share (cents) 2 796 4 205 50
Net tangible asset value per
ordinary share (cents) 2 759 4 170 51
Number of ordinary shares in
issue (000`s) 208 710 212 289 2
Weighted number of ordinary in
issue shares (000`s) 175 867 179 446 2
Notes:
1. "Before the Transaction" represents the audited results of Mvela Resources
for the year ended 30 June 2007.
2. The financial effects have been determined based on the following key
assumptions:
2.1. the Transaction was effective from 1 July 2006 for calculation of earnings
and headline earnings per ordinary share. Net asset value and tangible net
asset value per ordinary share have been calculated as if the Transaction
was effective as at 30 June 2007
2.2. the Transaction was funded by utilising R1.5 billion of Mvela Resources`
own funds and issuing preference shares (at a cost of 68% of prime) to the
value of R2.5 billion;
2.3. Mvela Resources receives 121 million Northam shares;
2.4. an assumed volume weighted average Northam share price of R44.00 per
Northam share; and
2.5. an assumed 3.5 million Mvela Resources shares issued to Afripalm
Resources.
2.2. Financial Effects of the Transaction on Northam
The unaudited pro forma financial effects of the Transaction have been prepared
for illustrative purposes only, and because of their nature, may not give an
accurate overview of Northam`s financial position, changes in equity, results
of operations or cash flows. The directors of Northam are responsible for the
unaudited pro forma financial effects below. These draft unaudited pro forma
financial effects are presented for illustrative purposes only, and because of
their nature may not be a fair reflection of Northam`s financial position,
changes in equity, results of operations or cash flows after the Transaction.
The unaudited pro forma financial information set out below does not
necessarily represent or indicate sustainable earnings or future financial
positions.
The draft unaudited pro forma financial effects of the Transaction set out
below are based on the audited results for the year ended 30 June 2007.
Notes Before the After the Percentage
Transaction Transaction change
Basic earnings per
share (cents) 1, 2 560 369 (34)
Headline earnings per
share (cents) 560 369 (34)
Fully diluted earnings
per share (cents) 1, 3 553 366 (34)
Net asset value per
share (cents) 4 1 004 2 149 114
Tangible net asset
value per share (cents) 1 004 1 718 71
Number of shares in
issue (000`s) 237 226 358 226 51
Weighted average
number of shares in
issue (000`s) 236 747 357 747 51
Fully diluted weighted
average number of
shares in issue (000`s) 239 772 360 772 50
Notes:
1. The financial effects have been determined based on the following
assumptions:
1.1. an assumed volume weighted average Northam share price of R44.00 per share;
and
1.2. estimated Transaction costs of R6.0 million
2. The basic earnings per share and headline earnings per share are based on
the weighted average number of shares in issue during the period and assume
that the consideration shares were issued on 1 July 2006.
3. The fully diluted earnings per share are based on the weighted average
number of shares in issue during the period plus the weighted average
number of Northam Share Option Scheme options outstanding during the period
and assumes that the consideration shares were issued on 1 July 2006.
4. The net asset value and tangible net asset value is based on the actual
number of shares in issue at 30 June 2007, and assumes that the
consideration shares were issued at that date.
Johannesburg
31 January 2008
Sponsor to Mvela Resources Sponsor to Northam
JP Morgan BJM Corporate Finance
Date: 31/01/2008 09:42:15 Produced by the JSE SENS Department.
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