| Mon 14 Apr 2008, 12:49 | | TBX - Thabex - Acquistion |
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TBX
TBX
TBX - Thabex - Acquistion
THABEX LIMITED
(formerly Thabex Exploration Limited)
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
ACQUISTION OF 94.34% OF MONASTERY MINE (PTY) LIMITED ("Monastery")
1. INTRODUCTION
1.1 Shareholders are referred to the SENS announcements of 29 May 2007 and 4
December 2007 whereby the Monastery acquisition was initially announced.
The terms and conditions of the Monastery acquisition have been changed and
the initial agreement was replaced by a new agreement. The salient features
of which are set out in this announcement.
1.2 Thabex, through its wholly owned subsidiary Tradepost 121 (Pty) Limited
("Tradepost"), has entered into an agreement whereby it will acquire 94.34%
of the issued share capital of Monastery ("Sale Shares") from Messrs Auret
Pritchard van Jaarsveld and Sidney Richard Gasson (collectively the
"Sellers")(the "Acquisition").
1.3 Tradepost has also entered into an agreement with Mystic Blue Trading 429
(Pty) Limited ("MBT"), a 100% black owned and controlled company, whereby
Monastery issued 5.66% of its issued share capital to MBT and Tradepost
granted MBT the option to acquire an additional 20% of the issued share
capital of Monastery for a consideration of R7 million from Tradepost (the
"Option"). The option expires on 10 October 2008 ("MBT Agreement").
1.4 The Acquisition constitutes a category 2 acquisition in terms of the
Listings Requirements of the JSE Limited ("JSE"). This announcement is for
information purposes only and no action is required by Thabex shareholders
with regards to the Acquisition.
2. BUSINESS OF MONASTERY
Monastery is a company that holds a New Order Prospecting Right
(FS30/5/1/1/2/55PR) over the remainder of the farm Monastery 237, 630
hectares in extent, in the district of Marquard in the Free State Province.
Monastery plans to conduct bulk sampling of the stockpiled and oxidized
near surface kimberlite to extract a representative sample of diamonds in
order to confirm the historical reported grade of 25 carats per 100 tons
("Monastery Project").
3. RATIONALE FOR THE ACQUISITION
The rationale for the Acquisition is to increase Thabex`s diamondiferous
kimberlite portfolio, as well as to create a centre of kimberlite
exploration in the eastern Free State Province and western Lesotho.
4. TERMS OF THE ACQUISITION
4.1 Subject of the Acquisition
The subject of the acquisition is 94.34% of the issued share capital of
Monastery.
4.2 The Sellers
The Sellers are Messrs Auret Pritchard van Jaarsveld, in respect of 55%,
and Sidney Richard Gasson, in respect of the remaining 45%, of the Sale
Shares.
4.3 The effective date
The effective date of the Acquisition is 1 March 2008.
4.4 Purchase consideration
4.1.1 The purchase consideration is the amount of R2 million which shall be
settled through the issue of 1 million Thabex ordinary shares with a
deemed value of R2 per share ("Consideration Shares"). Auret Pritchard
van Jaarsveld shall be issued 55%, and Sidney Richard Gasson, the
remaining 45%, of the Consideration Shares.
4.4.2 Should Tradepost commission a mine on the property after the
prospecting phase the Sellers will be entitled to a further
consideration based on the net present value (at a 10% real discount
rate) of the project, as more fully set out in See 4.7 below.
4.5 Suspensive conditions
The Company has indicated that the acquisition is subject to the following
suspensive conditions, by no later than 30 April 2008 (or within such
extended period as the parties may agree in writing):
4.4.1 that all necessary corporate actions including any approval from the
JSE be obtained;
4.4.2 that 50% of the Consideration Shares be issued to the Sellers;
4.4.3 that 50% of the Consideration Shares be lodged with the attorneys
nominated by Auret Pritchard van Jaarsveld, which shares shall be
released to the Sellers on the 30 April 2008;
4.4.4 that Monastery Holdings (Pty) Limited be paid R280 000 for the
transfer to Tradepost of all the historic technical, marketing and
other relevant information regarding the prospecting and mining
operations conducted on the farm Monastery 237.
4.6 Exercise of the Options
In the event that the MBT Option is exercised then Tradepost shall be
required to pay 85% of the purchase consideration due in terms of the MBT
Agreement to the Sellers.
4.7 Development of Monastery Project
4.7.1 In the event that Tradepost elects to proceed with the development of
the Monastery Project as a mine or participate in any way in such a
development, then Tradepost shall procure that Thabex shall issue so
many additional Thabex shares, as equates to a value of 42% of the net
present value of the Monastery Project, which value shall not be less
then R10 million, subject to the Listings Requirements of the JSE.
4.7.2 Tradepost shall procure that the Thabex shares shall be issued at a 5%
discount based on the three month moving average of Thabex shares on
the JSE prior to Tradepost advising the Sellers in writing of its
intention to proceed with the Monastery Project.
4.7.3 Tradepost is entitled to elect to pay the sum referred to 4.7.1 in
cash or to procure that Thabex issues the aforementioned shares.
4.7.4 Should the provisions of 4.7.1 become applicable, the value of the
Consideration Shares shall be deducted from the value of the Thabex
shares issued or the cash paid, as the case may be.
4.7.5 The election set out in 4.7.1 must be made within 4 years of the
effective date. Should Tradepost fail to make the election or elect
not to proceed with the development of the Monastery Project, the
Sellers have the right to claim back the Sale Shares without returning
the Consideration Shares. In which event Monastery Holdings (Pty)
Limited shall not be required to repay the R280 000 referred to in
4.4.4 to Tradepost.
5. FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of Thabex`s financial position nor of the effect on future
earnings after the acquisition. Set out below are the unaudited pro forma
financial effects of the acquisition, based on the unaudited interim
results for the six months ended 31 August 2007. The directors of Thabex
are responsible for the preparation of the unaudited pro forma financial
information.
Unaudited Pro forma Change(%)
before after
Acquisition(1) Acquisition(2)
Basic loss per (8.83) (8.59)(3) (2.72)
share (cents)
Diluted loss per (8.83) (8.59)(3) (2.72)
share (cents)
Headline earnings 9.72 9.46 (3) (2.67)
per share (cents)
Weighted average 18 388 162 18 888 162 2.78
number of shares
Net asset value per 103.35 107.75 (4) 4.25
share
Net tangible asset 103.35 107.75 (4) 4.25
value per share
Total number of 21 006 887 22 006 887 4.76
shares in issue
Notes and assumptions:
1. Extracted from the unaudited interim results for the six months ended 31
August 2007.
2. The basic loss, diluted loss and headline earnings per share in the "Pro
forma after the Acquisition" column have been calculated on the basis that
the Acquisition was effected on 1 March 2007.
3. Based on a weighted average number of 18 888 162 Thabex shares in issue
during the six months ended 31 August 2007.
4. The net asset value and the net tangible asset value per share figures in
the "Pro forma after the Acquisition" column have been calculated on the
basis that the Acquisition was effected on 31 August 2007.
Johannesburg
14 April 2008
PSG Capital (Pty) Limited
Sponsor
Date: 14/04/2008 12:49:33 Produced by the JSE SENS Department.
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