| Tue 15 Jul 2008, 15:30 | | VIL - Village Main Reef Gold Mining Company - Firm intention by to the Point |
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VIL
VIL
VIL - Village Main Reef Gold Mining Company - Firm intention by to the Point
Investments to make an offer to the shareholders of Village
VILLAGE MAIN REEF GOLD MINING COMPANY
Incorporated in the Republic of South Africa)
(Registration number: 1934/005703/06)
Share code: VIL ISIN: ZAE000007720
("Village")
TO THE POINT GROWTH SPECIALIST INVESTMENTS 2 (PTY) LTD
(Incorporated in the Republic of South Africa)
(Registration number: 2007/025362/07)
("To The Point Investments")
JOINT ANNOUNCEMENT
FIRM INTENTION BY TO THE POINT INVESTMENTS TO MAKE AN OFFER TO THE
SHAREHOLDERS OF VILLAGE
1. INTRODUCTION
Village shareholders are referred to the announcement released on SENS
on 11 July 2008 whereby To The Point Investments advised that it had
acquired 37.8% of the issued ordinary share capital of Village from
Harmony Gold Mining Company Limited ("Harmony") at a purchase price of
46.0215 cents per issued ordinary share in Village ("Village Shares").
The 37.8% acquired by To The Point Investments comprises 2,292,500
Village Shares.
To The Point Investments also acquired 606 809 (10%) ("Initial Village
Shares") of the issued share capital of Village from Mr Cobbett, a long
standing shareholder at 100 cents per share amounting to R606 809.
2. MANDATORY OFFER
As To The Point Investments is now the holder of more than 35.0% of the
issued share capital of Village, it is obliged in terms of the
Securities Regulation Code on Take-overs and Mergers and the Rules of
the Securities Regulation Panel ("SRP"), to extend a mandatory cash
offer ("Offer") to the shareholders of Village to acquire their Village
Shares.
3. RATIONALE
To The Point Investments sees a great opportunity to re-build Village
and make it the next generation resources company whilst unlocking value
for Village`s current and future shareholders.
4. MECHANISM OF THE OFFER
The Offer will be implemented by way of an unconditional offer by To The
Point Investments to the shareholders of Village other than To The Point
Investments in terms of Chapter XVA of the Companies Act, 1973 ("the
Act").
5. TERMS OF THE OFFER
The Offer will be made in cash at an offer price of 100 cents per
Village Share, being the purchase price per Village Share paid by To The
Point Investments for the Initial Village Shares referred to in
paragraph 1.
Village shareholders are advised that, if To The Point Investments
acquires nine-tenths of the Village Shares, which it does not already
own, under the Offer, it does not intend invoking the provisions of
section 440K of the Act to acquire the Village Shares of those Village
shareholders who do not accept the Offer.
6. DETAILS OF EXISTING HOLDINGS
Other than To The Point Investments` ownership of 47.8% of the issued
share capital of Village, To The Point Investments does not own or
control any Village Shares or holds any option to purchase Village
Shares.
7. MARKET AND FINANCIAL INFORMATION
Information regarding the price at which Village Shares traded
immediately prior to the announcement released by To The Point
Investments on SENS on 11 July 2008 and the publication of this
announcement, as well as a comparison of the offer price to the net
asset value and tangible net asset value per Village Share as at 30 June
2007, Village`s financial year end, are set out in the table below.
Before the The Offer Change
Offer (cents price %
per share) (cents per
share)
Market price on 10 32.0 100 68.0%
July 2008
30-day volume 38.6 100 61.4%
weighted average
price to 10 July
2008
Market price on 14 400.0 100 -300.0%
July 2008
30-day volume 52.6 100 47.4%
weighted average
price to 14 July
2008
Net asset value 29.1 100 70.9%
Net tangible asset 29.1 100 70.9%
value
Notes:
1. Closing price of Village Shares on the JSE on Thursday, 10 July 2008,
being the last trading day preceding the announcement released by To The
Point Investments on SENS.
2. Volume-weighted average price at which Village Shares traded on the JSE
for the 30 trading days up to and including Thursday, 10 July 2008,
being the last trading day preceding the announcement released by To The
Point Investments on SENS.
3. Closing price of Village Shares on the JSE on Monday, 14 July 2008,
being the last trading day preceding the publication of this
announcement.
4. Volume-weighted average price at which Village shares traded on the JSE
for the 30 trading days up to and including Monday, 14 July 2008, being
the last trading day preceding the publication of this announcement.
5. Audited net asset value and net tangible asset value per share at 30
June 2007.
8. CONFIRMATION OF FUNDS
It has been confirmed, to the satisfaction of the SRP, that To The Point
Investments has sufficient resources to discharge its obligations under
the Offer.
9. DOCUMENTATION
A circular providing further information on the Offer and containing,
inter alia, a form of acceptance and surrender will be posted to Village
shareholders in due course.
Sponsor to Village
Merrill Lynch South Africa (Pty) Ltd
Advisor to To The Point Investments:
Investec
Johannesburg
15 July 2008
Date: 15/07/2008 15:30:01 Produced by the JSE SENS Department.
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