| Thu 4 Jun 2009, 12:23 | | WEZ - Wesizwe - Revised pro forma financial effects and posting of circular to |
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WEZ
WEZ
WEZ - Wesizwe - Revised pro forma financial effects and posting of circular to
shareholders
WESIZWE PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2003/020161/06)
JSE code: WEZ ISIN: ZAE000075859
(the "Company" or "Wesizwe")
REVISED PRO FORMA FINANCIAL EFFECTS AND POSTING OF CIRCULAR TO SHAREHOLDERS
1 Shareholders of Wesizwe are referred to the announcement dated 9 December
2008 regarding the signature of definitive transaction agreements and
publication of the pro forma financial effects of Wesizwe`s proposed
acquisition of the 37% effective participation interest held by Anglo
Platinum Limited`s ("APL") wholly owned subsidiary Rustenburg Platinum
Mines Limited ("RPM") in the Western Bushveld Joint Venture ("WBJV") and
the concurrent transaction with Platinum Group Metals Limited ("PTM") ("the
Proposed Transactions").
The circular incorporating the detailed terms of the Proposed Transactions
and notice convening a general meeting of Wesizwe shareholders to be held
on Friday, 26 June 2009 at 10:00 at The Glenhove Conference Centre, 52
Glenhove Road, Melrose Estate, Houghton, Johannesburg, was posted to
shareholders today, Thursday 4 June 2009.
Shareholders are further advised that the pro forma financial effects
published in the announcement of 9 December 2008 have been revised and the
updated pro forma financial effects are presented below.
Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects
of the Proposed Transactions on, inter alia, Wesizwe`s audited
basic earnings per share, fully diluted earnings per share,
headline earning per share, net asset value per share and net
tangible asset value per share based on Wesizwe published audited
results for the year ended 31 December 2008. The unaudited pro
forma financial effects are presented for illustrative purposes
only and because of their nature may not give a fair reflection of
Wesizwe`s results, financial position and changes in equity after
the transactions. It has been assumed for purposes of the pro forma
financial effects that the Proposed Transactions took place with
effect from 1 January 2008 for income statement purposes and 31
December 2008 for balance sheet purposes. The directors of Wesizwe
are responsible for the preparation of the unaudited pro forma
financial effects.
The unaudited pro forma financial effects set out below are based on the
following assumptions:
1 The Proposed Transactions have been accounted for in accordance with
Revised IFRS 3: Business Combination. The Company will early adopt Revised
IFRS 3: Business Combinations.
2 The contingent consideration of 281 967 966 new Wesizwe ordinary shares to
be issued to RPM as settlement of the purchase price and Equalisation
Liability has been raised as equity in compliance with IAS 32 (AC 125)
Financial Instruments: Disclosure and Presentation. The total number of
share is split as follows:
2.1 for settlement of the purchase consideration = 211 850 125 shares
2.2 for settlement of equalisation liability of R140 million=70 117 841
shares
Total= 281 967 966 shares
3 The estimated transaction costs will be written off to the income statement
in compliance with the Revised IFRS 3: Business Combinations.
4 The Proposed Transactions value will be split 50% to mineral rights and 50%
to participation interest for purposes of allocation the value to specific
asset classes.
5 The cost of the transaction as well as the settlement of the equalisation
liability is based on the closing share price of Wesizwe shares on 31
December 2008 of R2.00 per share.
6 The financial effects are based on the initial shareholding of 54.75% PTM
and 45.25% Africa Wide Prospecting and Exploration (Proprietary) Limited
("Africa Wide") in Maseve Investments 11 (Proprietary) Limited ("Maseve").
PTM has the option to subscribe for a further 19.25% for a consideration of
R408 million.
7 The impairment in associate, as a result of Africa Wide relinquishing
their participation rights over certain mineral rights disposed to Maseve
for a lesser consideration than the value of the asset, is fully recognized
by Africa wide. The mineral rights disposed to Bakubung Minerals have been
revalued by the impairment and the net effect at group level is nil.
8 The financial effects are prepared on the assumption that Africa Wide and
Maseve are registered for VAT by the effective date. Management is
currently making application for registration.
9 The "Before" financial information has been extracted, without adjustment,
from the published audited results of Wesizwe for the year ended 31
December 2008.
Before 1 Adjustment After Percentage
Change %
Number of shares in issue 585,489,846 281,967,966 867,457,812 48.2
2
Weighted average number of 569,795,868 281,967,966 851,763,834 49.5
shares in issue 2
Diluted weighted number of 569,795,868 281,967,966 851,763,834 49.5
shares in issue 2
Basic (loss)/earnings per (4.89) 62.36 57.473 1 275.3
share (cents)
Headline (loss)/earnings (4.67) (0,56) (5.23)3/4 12.0
per share (cents)
Diluted (loss)/earnings (4.89) 62.36 57.473 1 275.3
per shares (cents)
Net asset value per share 233.92 48.62 282.535 20.8
(cents)
Net tangible assets per 190.95 (54.85) 136.105 (28.7)
share (cents)
Notes
1 The "Before" financial information has been extracted, without adjustment
from, the published audited results of Wesizwe for the year ended 31
December 2008.
2 The number of shares in issue, weighted average number of shares in issue
and diluted weighted number of shares in issue have been adjusted by
281,967,966 new Wesizwe shares to be issued to RPM as settlement for the
consideration of the Proposed Transactions and equalisation liability and
are split as follows:
2.1 for settlement of the purchase consideration = 211,850,125 shares
2.2 for settlement of equalisation liability of R140 million=70,117,841
shares
Total =281,967,966 shares
3 The "After" basic earnings per share, headline earnings per share and
diluted earnings per share have been arrived at after taking into account
an adjustment of R517 million resulting from negative goodwill written off
to the income statement and transaction costs of R17,9 million. Negative
goodwill is the difference between the purchase consideration and the fair
value of assets acquired. The negative goodwill arose as a result of the
purchase price being fixed in shares of 211,850,125 at month average share
price as determined in September 2008. With the decline in the share price,
negative goodwill has arisen. Management is confident that the fair value
of the asset remained constant. The Proposed Transactions have been
accounted for in accordance with the Revised IFRS 3 on Business
Combination.
4 The "After" HEPS have been arrived at after taking the following
adjustments into account:
Loss Per Share Before 1 Adjustment After
Attributable loss to ordinary (27,838,772) 517,359,413 489,520,641
shareholders (Rand)
Weighted average number of 569,795,8681 281,967,966 851,763,8342
shares in issue
Basic profit/ (loss) per share (4.89)1 62.36 57.473
(cents):
The basis of calculation of
headline loss per share is:
Attributable loss to ordinary (27,838,772) 517,359,413 489,520,641
shareholders (Rand)
1,219,000 (535,302,413) (534,083,413)
Loss on disposal of asset 7,000 - 7,000
Impairment of exploration and 1,212,000 - 1,212,000
evaluation of asset
Negative goodwill - (535,302,413) (535,302,413)
Headline loss (26,619, (17,943,000) (44,562,772)
772)
Headline loss per share (cents) 4.67 5,23
5 The "After" net asset value per share and net tangible asset value per
share has been adjusted for by the fair value of mineral rights and
participation interest acquired adjusted by the fair values of liabilities
assumed.
An electronic copy of the circular is available from the company`s website at
www.wesizwe.co.za and printed copies are available, on request, from The Company
Secretary, Wesizwe Platinum Unit 13, Second Floor, 3 Melrose Boulevard, Melrose
Arch, 2076, Johannesburg, Tel (011) 994-4600.
Melrose, Johannesburg
04 June 2009
Corporate advisor
Qinisele Resources (Pty) Limited
Sponsor:
Investec Bank Limited
Legal advisor
Bell Dewar Hall
Reporting accountants
KPMG Inc
Competent person
The Mineral Corporation Consultancy (Pty) Limited
Company Secretary
Routledge Modise in association with Eversheds
Independent Valuator
Turnberry Project (Pty) Limited
Date: 04/06/2009 12:23:25 Produced by the JSE SENS Department.
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