| Fri 7 Nov 2008, 16:57 | | VIL - Village Main Reef Gold Mining Company (1934) Limited - a renounceable |
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VIL
VIL
VIL - Village Main Reef Gold Mining Company (1934) Limited - a renounceable
claw back rights offer
Village Main Reef Gold Mining Company (1934) Limited
("Village")
(Incorporated in the Republic of South Africa)
(Registration Number 1934/005703/06)
JSE Code VIL ISIN : ZAE000007720
A RENOUNCEABLE CLAW BACK RIGHTS OFFER
1. INTRODUCTION
The board of Village has resolved to raise R20 million (before costs) by
way of a fully underwritten claw back rights offer ("claw back offer"). The
purpose of the rights offer is to raise funds to provide the company with
capital for its future working capital requirements, including the
transaction fees of possible future investments directly or via majority
shareholding in opportunities within the commodity sector.
2. TERMS OF THE CLAW BACK OFFER
The claw back offer will be for a total of 18 181 818 new Village shares
("claw back shares") offered to Village shareholders recorded in the
register as shareholders on record date in the ratio of 2.9961 for every
share held at an issue price of 110 cents per share. Fractional
entitlements to claw back shares arising from the claw back offer will be
rounded down to the nearest whole number if they are less than 0.5 and will
be rounded up to the nearest whole number if they are equal to or greater
than 0.5. No excess applications will be allowed.
3. THE SUBSCRIBER
In terms of the subscription agreement relating to the claw back offer, To
The Point Growth Specialists Investments 2 (Proprietary) Limited ("To The
Point Investments") has irrevocably undertaken to subscribe for 18 181 818
claw back shares at an issue price of 110 cents per share. Such
subscription is on the basis that the Village shareholders recorded in the
register as such on the record date be afforded the opportunity to
subscribe for the claw back shares in terms of this circular.
4. SALIENT DATES AND TIMES
Set out below are salient dates and times pertaining to the claw back
offer:
2008
Last date to trade in Village shares on the JSE in Friday, 21 November
order to participate in the claw back offer (cum
entitlement) on
Village shares trade ex claw back offer entitlement Monday, 24 November
on the JSE
Listing and trading on the JSE of letters of Monday, 24 November
allocation from the commencement of trade
Record date in order to be entitled as a Village Friday, 28 November
shareholder to participate in the claw back offer
Claw back offer opens at 09:00 and the circular Monday, 1 December
including form of instruction, where applicable,
posted to shareholders
Dematerialised shareholders will have their Monday,1 December
accounts at their CSDP or broker automatically
credited with their letters of allocation.
Certificated shareholders will have letters of
allocation credited electronically to an account at
Link Market Services
Last date to trade in the letters of allocation on Thursday, 11 December
the JSE in order to settle by Friday, 19 December
2008
Listing and trading on the JSE of claw back shares Friday, 12 December
commence at 09:00 am
Claw back offer closes at 12:00 pm and payment and Friday, 19 December
forms of instruction to be received by the transfer
secretaries (see note 3)
Results of claw back offer announcement released on Monday, 22 December
SENS
Expected date from which share certificates are Monday, 22 December
mailed in respect of certificated shareholders or
accounts at the relevant CSDP or broker are updated
with their new shares and debited with the costs of
the purchase in respect of the dematerialised
shareholders
Announcement giving results of the claw back offer Tuesday, 23 December
published in the press on
Notes:
(1) Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance of the claw back offer in the
manner and time stipulated in the agreement governing the relationship
between the shareholders and his/her CSDP or broker.
(2) No shares may be dematerialised or rematerialised from the start of
trade on Monday, 24 November 2008 to Friday, 28 November 2008
(3) CSDP`s effect payment on a delivery of scrip versus payment method in
respect of dematerialised shareholders.
(4) These dates and times are subject to further changes. All changes will
be released on SENS and published in the press
5. PRO FORMA FINANCIAL EFFECTS
Per share Before the After the Percentage
claw back claw back change
offer (cents) offer (cents)
(Loss)/Earnings (24.83) (6.21) 75
Headline (24.83) (6.21) 75
(loss)/earnings
Net asset value 5.41 79.72 1373
Tangible net asset 5.41 79.72 1373
value
Notes
1. The figures in the "before the claw back offer" column were extracted
from the published audited results of Village for the year ended 30 June
2008
2. The loss/earnings and headline loss/earnings per share value per share
in the "after the claw back" column are based on the following:
* The claw back offer was effective on 01 July 2007
* In terms of the South African Institute of Chartered Accountants
"Guide on Pro Forma Financial Information", no adjustment on earnings
was made for the interest income effects of holding the cash on
proceeds of the issue as these proceeds are earmarked for development
and working capital purposes
* Ordinary shares issued have been adjusted for the 18 181 818 claw back
shares to be issued
3. The NAV and TNAV per share in the "after the claw back offer" column
are based on the following assumptions:
* The claw back offer was effective 30 June 2008
* Ordinary shares issued have been adjusted for the 18 181 818 claw
back
shares issued
* Costs of the claw back offer of R995 000 have been set off against
share premium
6. CIRCULAR
A circular to shareholders containing full details of the claw back offer
will be posted to shareholders on or about Monday, 1 December 2008. The
claw back offer is subject to the approval of the circular and letters of
allocation by the JSE Limited and the Registrar of Companies.
Johannesburg
07 November 2008
Transactional sponsor Independent sponsor
Investec Bank Limited Barnard Jacobs Mellet Corporate Finance (Pty)
Limited
Legal advisers
Read Hope Phillips
Date: 07/11/2008 16:57:01 Produced by the JSE SENS Department.
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