| Tue 19 May 2009, 17:20 | | MML - Metmar Limited - Cautionary announcement included in the audited financial |
|
MML
MML
MML - Metmar Limited - Cautionary announcement included in the audited financial
results of Metmar Limited for the Year Ended 28 February 2009
Metmar Limited
Incorporated in the Republic of South Africa
Registration Number 1998/007269/06
Share Code: MML & ISIN Code: ZAE000078747
"Metmar" or "the Company"
CAUTIONARY ANNOUNCEMENT INCLUDED IN THE AUDITED FINANCIAL RESULTS OF METMAR
LIMITED FOR THE YEAR ENDED 28 FEBRUARY 2009
Metmar`s audited annual results announcement for the year ended 28 February 2009
published on SENS on 18 May 2009 (the "results announcement") included a
cautionary announcement regarding the disposal of Metmar`s interest in PGR 17
Investments (Pty) Limited ("PGR")updating the status since that of 17 March
2009. The independent auditors, Grant Thornton, have expressed an unqualified
audit opinion on the results announcement. This opinion is available for
inspection at the Metmar`s registered address.
An extract from the results announcement is quoted below:
On 30 May 2008 the majority shareholders of PGR ("the vendors"), on behalf of
all the shareholders, entered into an agreement to sell the entire equity of PGR
and Mogale Alloys (Pty) Limited to Kermas Limited, a public company registered
in the British Virgin Islands ("Kermas"). The offer was subject to various
conditions precedent which were all fulfilled on 24 November 2008.
As security for its obligations Kermas ceded to the vendors 5% of the shares and
loan account in Kermas South Africa (Pty) Limited ("Kermas SA") which company
holds 100% of Samancor SA. This cession entitled the vendors to all rights in
respect of title including rights to dividends, vote and other benefits.
The credit crisis and the collapse of commodity prices occurred before the
parties to the above agreement had fulfilled their respective obligations. Both
parties recognised that the world economic situation had changed and a new
agreement was entered into.
On 4 December 2008 a Cession and Delegation Agreement was entered into between
the vendors, Kermas and a new company, Ruukki SA (Proprietary) Limited ("Ruukki
SA"). Ruukki SA is 100% owned by Ruukki Group PLC, a Finnish listed company
("Ruukki").
Under this new agreement Kermas` rights and obligations of the first agreement
were ceded and assigned to Ruukki SA. Kermas stood as guarantor for Ruukki SA
and retained all its obligations with regard to providing security to the
vendors.
The irrevocable offer made by Kermas was to remain in force in the event that
the above agreement failed for any reason.
On 18 December 2008 a counter offer with different terms and conditions was
received and on 19 March 2009 a new cash offer was received from Ruukki. The
purchase price of the cash offer from Ruukki was more than 25% lower than the
original offer and was subject to suspensive conditions.
Following new demands, on 28 April 2009 the vendors gave notice to Ruukki and
Kermas that they could not entertain their requests. Apart from the initial
agreement, all agreements had thus failed to be concluded and the original
irrevocable offer made by Kermas came into effect.
The shares in Kermas SA are still being held as security by the vendors.
It is not certain at this stage what action the vendors will take and the
outcome may have a material effect on the price of Metmar`s shares. Accordingly,
shareholders are advised to exercise caution when dealing in the Company`s
shares until a further announcement is made.
Registered office:
24 Sloane Street, Bryanston, 2191
(PO Box 98549, Sloane Park, 2152)
Sponsor:
QuestCo Sponsor (Proprietary) Limited
Auditors:
Grant Thornton
These results may be viewed on the internet on http://www.metmar.com
19 May 2009
Date: 19/05/2009 17:20:01 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.
