| Wed 6 May 2009, 12:00 | | JBL - Jubilee - Specific Issue Of Shares For Cash In Terms Of The Deferred |
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JBL
JUJLP
JBL - Jubilee - Specific Issue Of Shares For Cash In Terms Of The Deferred
Share Agreement
JUBILEE PLATINUM PLC
AIM: JLP
JSE:JBL
Registration number :4459850
ISIN GB0031852169
("Jubilee" or "the company")
SPECIFIC ISSUE OF SHARES FOR CASH IN TERMS OF THE DEFERRED SHARE AGREEMENT
1. Introduction
In announcements released by the company on 2 April and 19 June 2008, Jubilee
shareholders were advised that the company had obtained approval from the
Department of Minerals and Energy ("DME"), in terms of Section 11 of the
Mineral and Petroleum Resources Development Act (Act 28 of 2002) ("MPRDA"), to
increase its stake in the Tjate Project to 63%. Jubilee increased its stake in
the Tjate Project by the purchase of A Preference shares in New Plats (Tjate)
(Proprietary) Limited ("New Plats"). The consideration for this purchase was
paid by the issue of 8,016,669 Jubilee ordinary shares to New Plats and New
Plats minority shareholders and was approved by the South African Reserve
Bank.
In being granted the Section 11 approval, Jubilee gave an undertaking to the
DME to provide further ordinary shares in Jubilee to New Plats shareholders,
against the achievement of certain hurdles, which include certain commercial
production targets. The undertaking to issue further shares to New Plats
shareholders enabled Jubilee to satisfy the economic empowerment requirements
of the MPRDA and to keep to the spirit and intent of the Mining Charter. On 21
January 2009 Jubilee entered into the deferred share agreement and in
accordance with the terms of that agreement the company will issue shares for
cash so as to comply with its undertaking given to the DME at that time.
2. The terms of the issue of shares for cash
Jubilee has, subject to the fulfilment of the suspensive conditions set out
below, entered into the deferred share agreement with the beneficiaries
described in paragraph 2.1 below. In accordance with the terms the company
will allot and issue new Jubilee ordinary shares to the beneficiaries as a
specific issue of shares for cash at the subscription price of R1.527147
(being equivalent to 10.59p per share, assuming an exchange rate of R14.42 =
GBP1), being the volume weighted average price of Jubilee shares on the JSE
for the 30 trading days prior to 21 January 2009, upon achievement of the
hurdles set out in paragraph 2.3 below.
The subscription shares will rank pari passu in all respects with the existing
ordinary shares of the company, which are currently in issue.
2.1 Beneficiaries in terms of the deferred share agreement
The beneficiaries in terms of the deferred share agreement are the
shareholders of New Plats, namely:
Tiego Moseneke;
Gopolang Makokwe
Pilwe Youth Group (trading as Crystal Ball Properties 23 (Proprietary) Limited
("Pilwe");
Mafath`u Mining Close Corporation ("Mafath`u Mining"); and ENERGYINC
(Proprietary) Limited ("Energy Inc.").
2.2 Hurdles for issue of shares to the beneficiaries
In terms of the deferred share agreement the following hurdles have to be
achieved by, or in relation to Tjate Platinum, sequentially in order for the
beneficiaries to qualify for the issue of shares to them as set out in 2.3
below:
Hurdle number 1
Renewal of the Converting Prospecting Right no. PR299/2006 in December 2008,
or such later date as may be mutually agreed. This hurdle has been achieved.
Hurdle number 2
Production of bankable feasibility study in respect of Tjate Project
indicating a 25% internal rate of return and a net present value of US$550
million at a 10% discount rate. Hurdle number 2 will be deemed to have been
achieved on 1 July 2009.
Hurdle number 3
The grant of a Mining Right in terms of section 23(1) of the MPRDA.
Hurdle number 4
The commencement of commercial production in respect of the Mining Right
granted in terms of Hurdle number 3. In terms of the deferred share agreement
Hurdle number 4 shall be deemed to have been achieved if Tjate Platinum has
raised all the funds required by it to establish a mine in respect of the
Mining Right and concluded the agreements necessary to commence with the
construction and development of a mine in respect of the Mining Right.
2.3 Issue of shares to beneficiaries
Upon achievement of each of the hurdles set out in paragraph 2.2 above
4,960,978 new Jubilee shares will be issued to the beneficiaries in the
following ratio:
Tiego Moseneke 1,736,342
Gopolang Makokwe 1,736,342
Mafath`u Mining 496,098
Pilwe Youth Group 496,098
Energy Inc. 496,098
Total: 4,960,978
This will result therein that upon achievement of Hurdle number 4 the company
will have issued 19,843,912 new Jubilee shares to the beneficiaries in 4
tranches of 4,960,978 Jubilee shares each and that the beneficiaries will be
entitled to have received the following number of Jubilee shares in terms of
the deferred share agreement:
Tiego Moseneke 6,945,368
Gopolang Makokwe 6,945,368
Mafath`u Mining 1,984,392
Pilwe Youth Group 1,984,392
Energy Inc. 1,984,392
Total: 19,843,912
3. Shareholder approval and related party
Mr. Gopolang Makokwe is a director of Tjate Platinum (Proprietary) Limited and
as such is a related party in terms of the Listings Requirements of the JSE
Limited. An issue of shares for cash to Mr. Makokwe requires the approval of
Jubilee shareholders in general meeting. As the issue price of the shares is
the 30 day volume weighted average price of Jubilee shares on the JSE for the
30 trading days prior to date of the last signatory of the deferred share
agreement no fairness opinion is required.
Hurdle 1 has been achieved and an amount of 3,224,636 new Jubilee shares were
issued to the beneficiaries other than Mr Makokwe, who are public
shareholders, in terms of the company`s general authority to issue shares for
cash, granted at its annual general meeting on 26 November 2008.
The approval sought from shareholders relates to the issue of 1,736,342 new
Jubilee shares to Mr Makokwe for the achievement of hurdle 1, as well as the
issue of the remaining 14,882,934 new Jubilee shares to all the beneficiaries
relating to the achievement of hurdles 2, 3 and 4 in 3 tranches at future
dates in terms of the deferred share agreement.
The issue of shares to the beneficiaries for cash as set out above requires
approval of an ordinary resolution passed by a 75% majority of the votes cast
by all ordinary shareholders, excluding the related party, present or
represented by proxy and able to vote at the general meeting.
4. Condition precedent
The transaction is subject to approval thereof by the requisite majority of
Jubilee`s shareholders at the general meeting and the achievement of the
remaining hurdles in the manner set out in 2.2.
5. Pro forma financial effects
The table below illustrates the unaudited pro forma financial effects of the
transaction on Jubilee based on the published unaudited interim results for
the six months ended 31 December 2008. The preparation of the unaudited pro
forma financial effects is the responsibility of the directors of Jubilee. The
unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the transaction may have impacted
on Jubilee`s results and financial position and, due to the nature thereof,
may not give a fair reflection of Jubilee`s results and financial position.
The reporting accountants` limited assurance report on the financial effects
will be set out in Annexure I to the circular referred to in paragraph 6
below.
Published Pro forma
Before After %
Change
Headline earnings (396) (2,156) (444.4)
(GBP`000)
Basic loss per share (0.37) (1.73) (367.6)
(p)
Diluted loss per share (0.36) (1.69) (369.4)
(p)
Headline loss per (0.37) (1.73) (367.6)
share (p)
Diluted headline loss (0.36) (1.69) (369.4)
per share (p)
Net asset value per 32.71 28.49 (12.9)
share (p)
Tangible net asset 8.63 7.50 (13.1)
value per share (p)
Number of shares in 113,013 291 129,632 567 14.7
issue
Weighted average 108,150 721 124,769 997 15.4
number of shares in
issue
Diluted weighted 110,995 721 127,614 997 15.0
average number of
ordinary shares in
issue
Notes:
1. The figures in the "Before" column have been extracted without
adjustment from the published unaudited interim results for the six
months ended 31 December 2008.
2. The figures in the "After" column assume that:
a. The transaction was implemented on 1 July 2008 for earnings
purposes. The basic loss per share, diluted loss per share, headline
loss per share and diluted headline loss per share are adjusted for
a once-off IFRS 2 charge of GBP1,759,981 relating to the issue of
shares for cash; and
b. The transaction was implemented on 31 December 2008 for balance
sheet purposes. Transaction costs of R374,740 converted at an
exchange rate of R13.7044/GBP, being the closing exchange rate on 31
December 2008 have been written off against share premium.
3. The percentage change has been calculated on rounded numbers.
6. General meeting
A circular convening a general meeting of shareholders to approve the specific
issue of shares for cash will be posted to shareholders shortly.
For further information please contact:
Colin Bird
Jubilee Platinum plc
Tel +44 (0) 20 7584 2155
Suzanne Johnson-Walsh
Bishopsgate Communications Ltd
Tel +44 (0) 20 7562 3350
Andrew Sarosi
Jubilee Platinum plc
Tel +44 (0) 1752 221937
Brian Christie/Leonard Eiser
Sasfin Capital
Tel +27 (0) 11 809 7500
Matthew Robinson/Rose Herbert
FinnCap
Tel +44 (0) 20 7600 1658
Johannesburg
6 May 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 06/05/2009 12:00:01 Produced by the JSE SENS Department.
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