| Thu 27 Nov 2008, 12:48 | | MMH - Miranda - General issue of shares for cash and strategic investment |
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MMH
MMH
MMH - Miranda - General issue of shares for cash and strategic investment
in Miranda
Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
JSE code: MMH & ISIN: ZAE000074019
("Miranda" or "the Company" or "the Group")
General issue of shares for cash and strategic investment in Miranda
Introduction and rationale
The Company is pleased to announce a general issue of shares for cash to black-
owned Yakani Resources (Pty) Ltd, a wholly owned subsidiary of Yakani Group
(Pty) Ltd, in the amount of R17.2 million ("the issue", see details underneath).
The board believes that the issue will hold the following benefits for the
Group:
- It represents the platform for a strategic association between two active
players in mining and exploration with a similar resource focus, namely coal,
diamonds, precious and industrial minerals.
- Yakani`s skill set and vast network in the infrastructure (brick and tile)
industry make Yakani ideally suited to assist Miranda in developing Miranda`s
vast clay business.
- The cash resources received from the issue will enable Miranda to fast-track
the exploration on some of its core prospects, whilst affording the Group
greater flexibility when considering potential acquisitions.
- The issue will contribute to Miranda`s overall BEE status, complementing the
Group`s recent BEE initiatives which have focused on implementing broad-based
structures at operational subsidiary level.
Salient features of the issue of shares for cash
At the annual general meeting of the Company held on 13 February 2008, the
requisite majority of Miranda shareholders approved an ordinary resolution
authorising the directors of Miranda to issue shares for cash in accordance with
paragraph 5.52 of the JSE Limited ("JSE") Listings Requirements ("general
authority"). In accordance with this general authority, the board announces
that:
- The Company has successfully placed 32,269,629 ordinary shares ("placed
shares"), equating to 15 percent of the Company`s issued share capital, thereby
raising R17,167,443 ("the issue").
- The placed shares will be listed on the JSE with effect from the commencement
of business on 27 November 2008.
- The placed shares rank pari passu with the existing ordinary shares of the
Company.
- The placed shares were issued at a price of 53.2 cents per ordinary share
("cps"), which is equivalent to the 30-day volume weighted average price of
Miranda as calculated at the close of business on 12 November 2008, being the
date that the price of the general issue was agreed between the Company and
Yakani as the party subscribing for the securities.
- The issue price of 53.2 cps represents a premium of 13% over the closing share
price of 47 cps on 24 November 2008.
- Yakani qualified as a public shareholder as defined in paragraphs 4.25 and
4.26 of the JSE Listings Requirements.
Application of proceeds
- The proceeds will be used to further develop the Group`s coal exploration and
mining projects in KwaZulu Natal, namely at Sesikhona, Uithoek, Burnside,
Boschhoek/ Boschkloof, Wasbank, Amajuba, Learydale and Yarl. Prospecting permits
on these properties were granted by the Department of Minerals and Energy and
prospecting on a number of the properties have reached an advanced stage (as
reported on previously). The Group has also started the preparation of mining
rights applications on the Amajuba and Uithoek projects.
- Miranda Coal will continue to look for suitable acquisition opportunities.
- Miranda will continue to establish its three railway sidings which are
situated at Wasbank, Glencoe and Dannhauser. These lease agreements with
Transnet will benefit Miranda in the transport of its coal via rail.
- Some cash will also be deployed in the development of Miranda`s diamond
interests, which the board believes has the potential to become the second of
Miranda`s resource parcels to stand alone.
Financial effects
The table below reflects the unaudited pro forma financial effects of the above
mentioned general issue of shares for cash. The pro forma financial effects have
been prepared for illustrative purposes only and in terms of the JSE Listings
Requirements and therefore, due to their nature, may not truly reflect Miranda`s
financial position or results. The directors of Miranda are responsible for the
preparation of the pro forma financial effects.
Actual, Pro forma,
Change
Before the After the (%)
Issue Issue
Basic loss
- cents per share 4.5 3.9 -13.3
Headline loss
- cents per share 4.5 3.9 -13.3
Weighted average number
of shares
in issue (`000) 203,547 235,817 +15.9
Net asset value
- cents per share 157.0 143.5 -8.6
Net tangible asset value
- cents per share 9.5 15.2 +60.0
Closing number of
shares in issue (`000) 215,131 247,400 +15.0
Notes:
I. The "Before the issue" figures are based on Miranda`s published and audited
financial results for the 12 months ended 31 August 2008.
II. The "Pro forma after the issue" column is based on the assumption that the
issue was effective on 1 September 2007 for basic loss per share and headline
loss per share. It is assumed that the proceeds will be utilised for capital
expenditure and working capital and will therefore not affect earnings for the
period. Losses per share, however, will be diluted by the new number of shares
in issue.
III. The "Pro forma after the issue" column is based on the assumption that the
issue was effective on 31 August 2008 for NAV and NTAV purposes.
Centurion
27 November 2008
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Corporate advisors
Qinisele Resources
Touchstone Capital (Pty) Limited
Enquiries
Miranda Mineral Holdings Limited +27 12 665 4200
CEO: Ron Nel
Financial Director: Wayne Ison
www.mirandaminerals.com
Date: 27/11/2008 12:48:02 Produced by the JSE SENS Department.
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