| Wed 30 Jul 2008, 13:14 | | MTZ - Matodzi Resources Limited - Change of Control / Minority offer |
|
MTZ
MTZ
MTZ - Matodzi Resources Limited - Change of Control / Minority offer
MATODZI RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004523/06)
Share Code: MTZ & ISIN: ZAE000042412
("Matodzi" or "the company")
TRINITY HOLDINGS (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2000/005029/07)
TRINITY FINANCIAL GROUP LIMITED
(Incorporated in the British Virgin Islands)
(Registration Number 1443428)
CHANGE IN CONTROL OF MATODZI
NOTIFICATION OF MINORITY OFFER
FURTHER CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the cautionary announcements, the last of which was
published on SENS on 20 May 2008, wherein it was mentioned that the company was
in discussions which may have a material effect on its share price. The
directors of Matodzi now wish to inform shareholders that they have been advised
that Trinity Holdings (Proprietary) Limited and Trinity Financial Group Limited,
(collectively "Trinity") have entered a share swap transaction ("the
transaction") with JCI Limited ("JCI") whereby they will acquire approximately
57.1% of the issued share capital in Matodzi held by JCI in exchange for shares
in Randgold and Exploration Limited ("R&E") held by Trinity which will lead to a
change in control of Matodzi ("the change in control").
2. THE TRANSACTION
The transaction was completed in the following tranches:
* JCI entered a verbal agreement with Trinity on or about 10 June 2008 to
exchange 126 000 000 Matodzi shares held by JCI for 1 000 000 R&E shares
held by Trinity. This transaction, involving approximately 34% of the
issued share capital of Matodzi, was booked over on 12 June 2008.
* JCI entered a verbal agreement with Trinity on or about 7 July 2008 to
exchange 85 590 595 Matodzi shares held by JCI for 679 290 R&E shares. This
transaction will be booked over on 30 July 2008.
In each of the above tranches the exchange ratio was 126 Matodzi shares for 1
R&E share.
As a result of the transaction, Trinity now holds 211 590 595 Matodzi shares, or
57.1 % of the issued share capital in Matodzi.
3. MANDATORY OFFER TO MINORITY SHAREHOLDERS
As a result of the change in control, in terms of the Securities Regulation Code
on Takeovers and Mergers ("the Code"), a mandatory offer must be extended to all
Matodzi shareholders by Trinity at an identical ratio to that used in the
transaction.
Accordingly, the offer will be 1 R&E share for every 126 Matodzi shares held by
offerees ("the Offer").
In accordance with the requirements of the Code, Trinity has confirmed in
writing to the Securities Regulation Panel ("SRP") that it has sufficient R&E
shares to satisfy 100% of all acceptances by Matodzi shareholders.
R&E is listed on the JSE, but its shares are currently suspended. Information
about R&E will be provided in the offer circular to be sent to Matodzi
shareholders in due course.
4. FURTHER CAUTIONARY ANNOUNCEMENT
Matodzi shareholders are accordingly advised to continue to exercise caution
when dealing in their shares until full details of the offer are made available
to shareholders.
Johannesburg
30 July 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Ltd)
Date: 30/07/2008 13:14:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
