| Fri 3 Jul 2009, 11:32 | | JBL - Jubilee - Proposed Acquisition Of The Entire Issued And To Be Issued |
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JBL
JUJLP
JBL - Jubilee - Proposed Acquisition Of The Entire Issued And To Be Issued
Share Capital Of Braemore Resources Plc ("Braemore) And Withdrawal Of
Cautionary Announcement
Jubilee Platinum plc
(A company incorporated in England and Wales with Registration number:
4459850)
ISIN: GB0031852169
JSE Share Code: JBL / AIM Share Code: JLP
("Jubilee")
PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
BRAEMORE RESOURCES PLC ("BRAEMORE) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the Jubilee cautionary announcement on 29 June 2009 Jubilee wishes
to announce that it has entered into an implementation agreement (the
"Implementation Agreement") dated 2 July 2009 with Braemore in terms of which
it will make an offer by way of a scheme of arrangement (the "Scheme") in
accordance with Part 26 of the UK Companies Act of 2006, as amended (the
"Act"), to be proposed by Jubilee between Braemore and its shareholders in
terms of which Braemore will become a wholly owned subsidiary of Jubilee and
Braemore`s listing on AIM (a market operated by the London Stock Exchange plc)
and on the JSE Limited ("JSE") will be cancelled (the "Transaction").
In implementing this agreement, Jubilee has now extended the previous
agreement with Braemore announced on 29 May 2009 into ownership based on
Jubilee`s strategy to become an emerging total capability platinum producer.
2. TERMS OF THE SCHEME, RATIONALE AND RELATED MATTERS
Certain terms of the Scheme, the rationale, and certain related matters
including the advancing of working capital funding by Jubilee to Braemore are
set out in the joint announcement by Jubilee and Braemore released
simultaneously with this announcement. Jubilee shareholders are referred to
that announcement which should be read in conjunction with this announcement.
3. INFORMATION ON BRAEMORE
Braemore is listed both on AIM and the JSE, its focus being on the smelting
and refining of nickel and platinum group metal concentrates. It has projects
in both Australia and South Africa and a smelting facility located at Mintek
in South Africa.
In South Africa, a subsidiary of Braemore has an exclusive licence agreement
to use an alternative roasting and smelting process ("ConRoast") developed by
Mintek. This ConRoast process is particularly amenable for the treatment of
platinum group metal (PGM) concentrates with elevated chrome that
traditionally are difficult to process by the conventional smelting methods
used by the major platinum companies.
This ConRoast process will now be available for use in the South African
platinum mining industry for utilization by emerging primary platinum
producers and those companies involved in the re-treatment of dumps for
recovery of PGMs. It has the potential to be captive to operations with a
relatively modest electrical power requirement compared to major smelters.
In Australia, Braemore holds tailings supply agreements with BHP Billiton on
three nickel surface dumps in Leinster, Kambalda and Mt Keith containing a
combined estimated total of some 500,000 tons of nickel.
Braemore presently has a market capitalisation of approximately R505 million.
4. FINANCIAL EFFECTS ON JUBILEE
The table below sets out the unaudited pro forma financial information of the
Scheme per Jubilee share which have been prepared in accordance with IFRS,
based on the published unaudited interim results of both Jubilee and Braemore
for the six month period ended 31 December 2008. The preparation of unaudited
pro forma financial information is the responsibility of the Jubilee directors
and is provided for illustrative purposes only, to provide information about
how the Scheme may have affected Jubilee shareholders. Due to the nature of
unaudited pro forma financial information, it may not be a true reflection of
the impact of the Scheme on future earnings or Jubilee`s financial position:
Before the Scheme After the Scheme Percentage
assuming an Change
equity
consideration of
1 new Jubilee
share for every
15.818 Braemore
shares is paid
1 Jubilee share to Braemore Per Jubilee
shareholders share
Earnings (pence) (0.37) 12.17 3 390.4%
Headline earnings (0.37) (3.03) 719.7%
(pence)
Net asset value 32.71 51.68 58.04%
(pence)
Tangible net asset 8.63 7.52 (12.9%)
value (pence)
Number of shares in 113 013 291 163 001 844 44.2%
issue
Weighted average 108 150 721 158 139 274 46.2%
number of shares in
issue
Notes:
The financial effects are indicative only and have been based on the
assumptions set out below.
1. The "Before the Scheme" reflects the published unaudited interim
financial results of Jubilee for the six months ended 31 December
2008
2. For the purposes of calculating earnings per share and headline
earnings per share, "After the Scheme" for the six months ended 31
December 2008, it was assumed that:
- The scheme became operational and was affected in full with effect
from 1 July 2008;
- The scheme consideration is settled through the issue of
49,988,553 Jubilee ordinary shares (1 new Jubilee share for every
15.818 Braemore shares held by Braemore shareholders) with effect
from 1 July 2008 (based on 788.2 million Braemore shares in issue
and on the assumption that 1,385,899 options held by Nabarro Wells
with an exercise price of 1 pence have been exercised)
3. For the purposes of calculating the net asset value per share and
tangible net asset value per share, "After the Scheme", it was
assumed that:
- The transaction was implemented on 31 December 2008 for balance
sheet purposes;
- Share capital and share premium have been adjusted to reflect the
issue of 49,988,553 Jubilee ordinary shares (1 new Jubilee share for
every 15.818 Braemore shares held by Braemore shareholders ); and
- The estimated transaction costs of GBP600.000 have been written
off against share premium.
4. The percentage change has been calculated on rounded numbers.
5. CATEGORISATION OF THE TRANSACTION
The Transaction is categorized as a Category 1 transaction in terms of the JSE
Listings Requirements and accordingly will require, inter alia, the approval
of Jubilee shareholders in general meeting. A circular incorporating a notice
of general meeting is in the course of preparation and will, subject to
regulatory approvals, be posted to shareholders within 28 days from the date
of this announcement.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The Jubilee cautionary announcement dated 29 June 2009 is hereby withdrawn.
Johannesburg
3 July 2009
Legal adviser to Jubilee in the UK
Fasken Martineau
Legal adviser to Jubilee in South Africa
Eversheds
Nominated adviser to Jubilee:
Finncap
Johannesburg
3 Jul 2009
Sponsor to Jubilee:
Sasfin Capital (a division of Sasfin Bank Limited)
Certain statements in this announcement constitute "forward-looking
statements". These statements, which contain the words "anticipate",
"believe", "intend", "estimate", "expect" and words of similar meaning,
reflect the beliefs and expectations of the Jubilee directors and are subject
to risks and uncertainties that may cause actual results to differ materially.
These risks and uncertainties include, among other factors, changing business
or other market conditions and the prospects for growth anticipated by the
management of Jubilee. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. As a
result, you are cautioned not to place undue reliance on such forward-looking
statements. Jubilee and its advisers and each of their respective members,
directors, officers and employees disclaim any obligation to update their view
of such risks and uncertainties or to publicly announce the result of any
revision to the forward-looking statements made herein, except where it would
be required to do so under applicable law.
Nothing in this announcement is intended, or is intended to be construed, as a
forecast, projection or estimate of the future financial performance of
Jubilee, Braemore or the enlarged group.
Date: 03/07/2009 11:32:01 Produced by the JSE SENS Department.
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