| Mon 27 Oct 2008, 14:41 | | MVL/NHM - Mvela Resources/Northam - Publication Of Pro Forma Financial |
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MVL NHM
MVL NHM
MVL/NHM - Mvela Resources/Northam - Publication Of Pro Forma Financial
Effects And Withdrawal Of Cautionary Announcement
Mvelaphanda Resources Limited
(Reg No 1980/001395/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : MVL
ISIN Code : ZAE000050266
("Mvela Resources")
Northam Platinum Limited
(Reg No 1977/003282/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : NHM
ISIN Code : ZAE000030912
("Northam")
PUBLICATION OF PRO FORMA FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Mvela Resources and Northam are referred to the
joint cautionary announcement dated 2 October 2008 ("the Joint
Cautionary Announcement") regarding the proposed acquisition by
Impala Platinum Holdings Limited ("Implats"), through a series of
inter-conditional transactions, of the entire issued share capital
of Mvela Resources and Northam (collectively, "the Proposed
Transaction") and the further joint cautionary announcement dated 20
October 2008.
2. PRO FORMA FINANCIAL EFFECTS FOR MVELA RESOURCES AND NORTHAM
The unaudited pro forma financial effects below are included for the
purposes of illustrating the effect of the Proposed Transaction on
Mvela Resources` and Northam`s earnings per share ("EPS"), headline
earnings per share ("HEPS"), net asset value per share ("NAV") and
net tangible asset value per share ("NTAV") after adjusting for the
Booysendal Transaction of which details were set out in the
circulars to Mvela Resources and Northam shareholders dated 9 May
2008.
The board of directors of Mvela Resources and Northam are
responsible for the respective 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` or Northam`s financial
position and results of operations after the Proposed Transaction.
2.1 Pro forma financial effects of the Proposed Transaction on Mvela
Resources
Per Mvela Before the Pro forma Pro forma Attri- Percen-
Resour-ces Proposed after the after the butable tage
share Trans-action Booysendal Proposed per Change5
(cents) and the Transaction2 Trans- Mvela (%)
Booysendal action3 Resour-
Trans- ces
action1 share4
EPS 89 821 2 519 596 (27)
HEPS 93 827 1 784 422 (49)
NAV 2 883 3 895 7 786 3 050 (22)
NTAV 2 847 3 487 7 358 2 949 (15)
Number of
Ordinary
Shares in
Issue for
Mvela
Resources 211 382 101 314 961 101
Weighted
Average
Number of
Ordinary
Shares in
Issue for
Mvela
Resources 209 167 285 212 746 285
Number of
Ordinary
Shares in
Issue for
Implats 694 641 774
Weighted
Average
Number of
Ordinary
Shares in
Issue for
Implats 694 341 774
2.2 Pro forma financial effects of the Proposed Transaction on Northam
Per Before the Pro forma Pro Attri- Percen-
Northam Proposed after the forma butable tage
share Transaction Booysendal after per Change5
(cents) and the Transaction2 the Northam %)
Booysendal Proposed share4
Transaction1 Transac
tion3
EPS 627 416 2 519 617 48
HEPS 627 416 1 784 437 5
NAV 1 217 2 355 7 786 3 158 34
NTAV 1 217 2 355 7 358 3 053 30
Number of 238 687 500 359 687 500
ordinary
shares in
issue for
Northam
Weighted 238 006 682 359 006 682
Average
number of
ordinary
shares in
issue for
Northam
Number of
ordinary
shares in
issue for
Implats 694 641 774
Weighted 694 341 774
Average
number of
ordinary
shares in
issue for
Implats
Notes on the pro forma financial effects of Mvela Resources and Northam:
1. Based on the published reviewed financial results of Mvela
Resources for the financial year ended 30 June 2008 and the
audited financial results of Northam for the financial year
ended 30 June 2008;
2. The "Pro forma after the Booysendal Transaction" column is
calculated after taking into account the following:
i) in respect of Mvela Resources, the effects of the acquisition
by Mvela Resources of a further 22.2% interest in Northam and
the remaining 50% interest in the Booysendal Platinum Project
("Booysendal") from Anglo Platinum Limited, followed by the
sale of 100% of Booysendal to Northam in exchange for 121
million Northam shares; and
ii) in respect of Northam, the effects of the acquisition by
Northam of a 100% interest in Booysendal from Mvela Resources
in exchange for 121 million Northam shares.
3. The "Pro forma after the Proposed Transaction" columns are
based on the published audited financial results of Impala
Platinum Holdings Limited ("Implats") for the year ended 30
June 2008 and the closing share prices of Implats, Northam and
Mvela Resources on the JSE Limited on Friday, 17 October 2008.
For the purpose of the financial effects, the audited results
of Northam and the reviewed results of Mvela Resources for the
same period have been fully consolidated. The consolidated
Implats, Northam and Mvela Resources position has been adjusted
for the Booysendal Transaction as described under item 2 above,
the estimated transaction costs, and the following additional
items:
i) after tax finance costs at an interest rate of 10.8% per annum,
assuming debt is raised by Implats to fund the cash portion of
the consideration;
ii) the issue of 89.642 million Implats shares based on the
proposed offer ratios for Mvela Resources and Northam
iii) accounting for the fair value adjustment of the Northam
property, plant and equipment and related deferred tax and
goodwill and the fair value adjustment of the Mvela Resources
Other Assets;
iv) the cash settlement of share appreciation rights by Mvela
Resources;
v) in respect of Mvela Resources, accounting for the exercise of
the Mvela Resources share options and share appreciation rights
in respect of Mvela Resources; and
vi) in respect of Northam, accounting for the exercise of the
Northam share options.
4. The "Attributable per Mvela Resources share" and "Attributable per
Northam share" columns show the pro-rata portion of Implats` EPS, HEPS,
NAV and NTAV attributable to each Mvela Resources shareholder and each
Northam shareholder, respectively, and are calculated on the following
basis:
i) The results applicable to Implats under the "Pro forma after
the Proposed Transaction" columns have been multiplied by the
respective share settled exchange ratios of 0.2367 for Mvela
Resources and 0.245 for Northam, as set out in the Joint
Cautionary Announcement; and
ii) Based on the respective cash settled exchange ratios of 0.1014
for Mvela Resources shareholders and 0.105 for Northam
shareholders set out in the Joint Cautionary Announcement, and
Implats` closing share price on 17 October 2008, Mvela
Resources shareholders will also receive R12.07 in cash for
each Mvela Resources share held and Northam shareholders will
also receive R12.50 in cash for each Northam share held; and
iii) The respective cash consideration to Mvela Resources and
Northam shareholder described under 4(ii) above has been
included for the purposes of calculating NAV and NTAV.
5. Represents the difference between the "Pro forma after the
Booysendal Transaction" results and the "Attributable per Mvela
Resources" and "Attributable per Northam share" columns for
Mvela Resources and Northam, respectively;
6. The pro forma financial effects exclude the potential issue of
25.1 million new ordinary shares to the Royal Bafokeng Nation
(the "Bafokeng") by Implats at market related terms pursuant to
the Bafokeng`s existing pre-emptive right.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the financial effects of the Proposed Transaction have now been
published, Mvela Resources and Northam shareholders are no longer
required to exercise caution when dealing in their Mvela Resources
and Northam securities.
Shareholders are referred to the Joint Cautionary Announcement which
notes that the letters of interest submitted by Implats do not
constitute a notice of firm intention to make an offer.
Shareholders are reminded that the making of a firm offer is subject
to certain conditions, as set out in the Joint Cautionary
Announcement.
27 October 2008
Sponsor to Mvela Resources
JP Morgan Equities Limited
Financial advisors to Mvela Resources
JPMorgan Chase & Co. and Rothschild
Sponsor to Northam
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Independent expert advisor to Mvela Resources and Northam
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Legal advisors to Mvela Resources
Bowman Gilfillan
Legal advisors to Northam
Brink Cohen Le Roux Inc.
Date: 27/10/2008 14:41:33 Produced by the JSE SENS Department.
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