| Thu 31 Jan 2008, 12:27 | | SNU - Sentula Mining - Acquisition By Sentula Of A Stake In Koornfontein |
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SNU
SNU
SNU - Sentula Mining - Acquisition By Sentula Of A Stake In Koornfontein
Coal Mine And Change In Auditors
SENTULA MINING LIMITED
(previously Scharrig Mining Limited)
(Registration number 1992/001973/06)
(Incorporated in the Republic of South Africa)
Share code: SNU
ISIN code: ZAE000107223
("Sentula" or "the Company")
ACQUISITION BY SENTULA OF A STAKE IN KOORNFONTEIN COAL MINE AND CHANGE IN
AUDITORS
I. INTRODUCTION
Shareholders are referred to the announcement dated 4 October 2007
regarding the acquisition by Sentula of 49.998% of the Koornfontein Coal
Mine ("Koornfontein") in Mpumalanga from Investec Bank Limited and
Coronation Capital Limited ("the Transaction") for a cash consideration of
R150 million ("Transaction Consideration") and the announcement dated 8
January 2008 regarding a general issue of shares for cash ("the Issue").
As mentioned in the announcement dated 4 October 2007, the rationale for
the Transaction is to optimise Sentula`s exposure to high quality
operations and to capitalise on the continued strong demand for coal and
mining services.
Sentula is pleased to announce that all conditions precedent to the
Transaction have been met and the Transaction is now unconditional.
The effective date of the Transaction is 1 July 2007.
II. PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
Transaction on Sentula based on the stated assumptions.
The unaudited pro forma financial effects have been prepared in order to
provide information about how the Transaction may have affected the results
for the six months ended 30 September 2007, changes in equity and the
financial position of Sentula, had the Transaction been implemented on 1
April 2007 for income statement purposes and 30 September 2007 for balance
sheet purposes.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only and because
of their nature may not fairly present the actual financial effects of the
Transaction.
Actual Pro Forma Pro Forma Change %
"Before" "After" "After" the Pro Forma
(1) the Issue Transaction "After" the
(2) (7) Issue and
"After" the
Transaction
Core earnings per share 74.3 64.3 66.4 3.26
("CEPS") (3)
Earnings per share 67.5 58.1 60.2 3.61
("EPS") / headline
earnings per share
("HEPS") (3)
Net asset value ("NAV") 701.7 814.1 812.7 (0.17)
(4)
Net tangible asset 565.7 688.6 687.2 (0.20)
value ("NTAV ")(4)
Number of ordinary 203,430 220,430 220,430 -
shares in issue (`000)
(5)
Weighted number of 177,599 194,599 194,599 -
ordinary shares in
issue (`000) (6)
Notes:
1. Extracted from the published unaudited interim results for the six months
ended 30 September 2007.
2. Extracted from the Sentula announcement dated 8 January 2008 regarding the
Issue. No adjustments have been made for interest earned on the proceeds of
the Issue, as required by the "Guide on pro forma financial information"
issued by the South African Institute of Chartered Accountants in September
2005.
3. The CEPS, EPS and HEPS in the "After" the Transaction column are based on
the assumption that the Transaction occurred on 1 April 2007 and the
"After" the issue earnings as per the announcement dated 8 January 2008,
adjusted for:
- the equity accounted earnings of Koornfontein based on the unaudited
management accounts of Koornfontein for the six months ended 31
December 2007;
- interest on Sentula`s shareholder loan that would have been earned
during the period; and
- transaction costs.
4. The NAV and NTAV per Sentula share, as set out in the "After" the
Transaction column are based on the assumption that:
- the proposed transaction occurred on 30 September 2007 and the
Transaction Consideration and transaction costs were settled on that
day; and
- the investment has been recorded at cost under the equity method in
terms of IAS 28 : Investments in Associates.
5. The actual number of Sentula shares in issue during the six months ended 30
September 2007 was increased by the 17 million ordinary shares issued as
per the announcement dated 8 January 2008.
6. The weighted average number of Sentula shares in issue during the six
months ended 30 September 2007 was increased by the 17 million ordinary
shares issued as per the announcement dated 8 January 2008.
III. CLASSIFICATION OF THE TRANSACTION
Coronation Capital Limited, one of the vendors, is also a material
shareholder in Sentula and is therefore considered to be a "related party"
in terms of the Listings Requirements of the JSE Limited ("JSE") ("Listings
Requirements").
Accordingly, the Transaction is classified as a small related party
transaction in terms of paragraph 10.7 of the Listings Requirements and a
fairness opinion on the Transaction is required.
No action is required by Sentula shareholders in regard thereto.
IV. FAIRNESS OPINION
In terms of paragraph 10.7 (b) of the Listings Requirements, Sentula has
appointed Qinisele Resources (Proprietary) Limited as independent expert.
Qinisele Resources (Proprietary) Limited has determined that the
Transaction is fair to shareholders of Sentula. Their fairness opinion is
available for inspection at the Company`s registered office (28 Patrick
Road, Jet Park, Boksburg, 1459) until 22 February 2008.
V CHANGE IN AUDITORS
In accordance with Section 3.75 of the Listings Requirements, shareholders
are advised that KPMG Inc. has been appointed as auditors to Sentula,
effective 16 October 2007. They replace Siyabala Incorporated.
Johannesburg
31 January 2008
Corporate advisor Sponsor Independent expert
Resource Finance Advisors Barnard Jacobs Qinisele Resources (Pty)
(Pty) Ltd Mellet Corporate Ltd
Finance (Pty) Ltd
Date: 31/01/2008 12:27:09 Produced by the JSE SENS Department.
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