| Fri 9 May 2008, 16:02 | | MVL/NHM - Mvelaphanda Resources Limited/Northam Pl |
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MVL NHM
MVL NHM
MVL/NHM - Mvelaphanda Resources Limited/Northam Platinum Limited - Joint Updated
Transaction Announcement
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")
JOINT UPDATED TRANSACTION ANNOUNCEMENT
1. Introduction
Shareholders of Mvela Resources and Northam ("the parties") are
referred to the joint announcement published by the parties on 31 January 2008
regarding:
- the proposed acquisition by Mvela Resources of Anglo Platinum Limited`s
("Anglo Platinum`s") entire interest (comprising 53.1 million shares being
22.2%, of the issued share capital) in Northam and Anglo Platinum`s
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 new ordinary shares by Mvela Resources to Afripalm
Resources (Proprietary) Limited ("Afripalm"),
(collectively "the Transaction").
2. Circulars and general meetings
Shareholders of the parties are advised that the Northam and Mvela Resources
circulars relating to the Transaction, including executive summaries of the
relevant Competent Person`s reports and notices of general meeting required in
terms of the JSE Listings Requirements, have been dispatched to shareholders
today. Both circulars and the Competent Person`s reports are available on the
following websites: www.mvelares.co.za and www.northam.co.za.
The general meetings of Northam and Mvela Resources to consider and vote on the
Transaction and related matters will be held on Friday, 6 June 2008, at 10:00am
and 11:00am, respectively, at Hackle Brooke, corner of Jan Smuts and Conrad
Drive, Craighall, Johannesburg.
3. Conditions precedent
Shareholders of the parties are reminded that the implementation of the
Transaction remains conditional upon the fulfillment of certain conditions
precedent as set out in the respective circulars.
4. Updated pro forma financial effects
Shareholders of the parties are advised that the financial effects of the
Transaction as published in the announcement dated 31 January 2008 have changed,
largely due to changes in the share prices of Northam and Mvela Resources.
Accordingly in terms of Section 9.17 of the Listings Requirements of the JSE
Limited the revised financial effects are presented below:
4.1. 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 value and net tangible asset value per
ordinary share. The directors of Mvela Resources are responsible for the
unaudited pro forma financial effects below. These 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
Transaction After the Transaction
and the Afripalm and the
Afripalm Share Afripalm
Share Issue Issue Share Issue Change
Basic earnings/(loss)
per ordinary share (114) (112) 1 897 2 011
(cents)
Diluted
earnings/(loss) per (114) (112) 1 881 1 995
ordinary share
(cents)
Headline
earnings/(loss) per (112) (111) 1 898 2 010
ordinary share
(cents)
Diluted headline
earnings/(loss) per
ordinary share (112) (111) 1 882 1 994
(cents)
Net asset value per
ordinary share 2 672 2 734 5 746 115.0%
(cents)
Net tangible asset
value per ordinary 2 636 2 701 5 429 106.0%
share (cents)
Number of ordinary
shares in issue 209 090 212 669 212 669
(`000)
Weighted average
number of ordinary
shares in issue 208 893 212 472 212 472
(`000)
Fully diluted
weighted average
number of ordinary 210 783 214 362 214 362
shares in issue
(`000)
Notes:
1. "Before the Transaction and the Afripalm Share Issue" represents the
reviewed results of Mvela Resources for the six months ended 31 December
2007.
2. The financial effects have been based on the following key assumptions:
2.1. the Transaction and the Afripalm Share Issue were effective from 1 July
2007 for purposes of calculating earnings and headline earnings per
ordinary share. Net asset value and net tangible asset value per ordinary
share were calculated as if the Transaction and the Afripalm Share Issue
were effective as at 31 December 2007;
2.2. the Transaction was funded by utilising R1.5 billion of Mvela Resources`
own funds and issuing redeemable preference shares (at an interest rate of
70% of the prime overdraft lending rate in South Africa) to the value of
R2.5 billion;
2.3. Mvela Resources receives 121 000 000 new Northam shares;
2.4. a closing price of R71.00 per Northam Share on the last practicable date,
being 11 April 2008; and
2.5. 3 579 000 new ordinary shares are issued to Afripalm 3 pursuant to the
Afripalm Share Issue and the value of the Transaction is based on R65.05
per ordinary share, being the closing price on the last practicable date,
being 11 April 2008.
3. The pro forma financial effects have been prepared using accounting
policies that comply with International Financial Reporting Standards ("IFRS")
and that are consistent with those applied in the audited results of Mvela
Resources for the 12 months ended 30 June 2007, with the exception of the
adoption of the following policies in response to changes in IFRS:
- IFRS 4 - Insurance Contracts;
- IFRS 7 - Financial Instruments - Disclosure;
- IAS 1 - Presentation of Financial Statements; and
- IFRIC 11 - Scope of IFRS 2 - Share-based Payments.
- The adoption of these amendments, standards and interpretations will result
in additional disclosures in the financial statements, but do not have any
impact on the information disclosed in this announcement.
4.2. Financial Effects of the Transaction on Northam
The table below sets out the unaudited pro forma financial effects of the
Transaction on Northam`s basic earnings per share, headline earnings per share,
net asset value per share and tangible net asset value per share.
The pro forma financial effects have been prepared to illustrate the impact of
the Transaction on the reported financial information of Northam for the six
months ended 31 December 2007, had the Transaction occurred on 1 July 2007 for
income statement purposes and on 31 December 2007 for balance sheet purposes.
The pro forma financial effects have been prepared using accounting policies
that comply with IFRS and that are consistent with those applied in the audited
results of Northam for the year ended 30 June 2007, with the exception of the
adoption of the following policies in response to changes in IFRS:
IFRS 4 - Insurance Contracts;
IFRS 7 - Financial Instruments - Disclosure;
IAS 1 - Presentation of Financial Statements; and
IFRIC 11 - IFRS 2 - Group and Treasury Share Transactions.
The adoption of these amendments, standards and interpretations will result in
additional disclosures in the financial statements, but do not have any impact
on the information disclosed in this announcement.
The unaudited pro forma financial effects set out below are the responsibility
of Northam`s 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.
Notes Before the After the Percentage
Transaction Transaction Change
%
Basic earnings per
share (cents) 1.2 199.0 130.8 (34.3)
Headline earnings per
share (cents) 199.0 130.8 (34.3)
Fully diluted
earnings per share 1.3 197.8 130.3 (34.1)
(cents)
Net asset value per
share (cents) 4 928.5 3 006.7 223.8
Tangible net asset
value per share 4 928.5 3 006.7 223.8
(cents)
Weighted average
number of shares in 237 529 261 358 529 261 50.9
issue
Number of ordinary 238 146 000 359 146 000 50.8
shares in issue
Fully diluted
weighted average
number of shares in 238 961 044 359 961 044 50.6
issue
Notes:
1. The adjustment to the basic earnings per share, headline earnings per share
and fully diluted earnings per share figures represents the after-tax
interest foregone on the transaction costs paid by Northam, at a pre-tax
rate of 10.5% per annum, on the assumption that the disbursements had taken
place on 31 December 2007 for balance sheet purposes and 1 July 2007 for
income statement purposes.
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 2007.
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 assume that the consideration shares were issued on 1 July 2007.
4. The net asset value and tangible net asset value are based on the actual
number of shares in issue at 31 December 2007 and assume that the
consideration shares were issued at that date.
Johannesburg
9 May 2008
Financial advisor and sponsor to Mvela Resources
JP Morgan
Legal counsel to Mvela Resources
Bowman Gilfillan
Sponsor to Northam
Barnard Jacobs Mellet Corporate Finance
Legal counsel to Northam
Brink Cohen Le Roux
Independent technical advisor to Northam
The Mineral Corporation Consultancy (Proprietary) Limited
Date: 09/05/2008 16:02:01 Produced by the JSE SENS Department.
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