| Wed 22 Jul 2009, 11:00 | | KIW - Kiwara - Financial Effects For The Specific Issue Of Shares For Cash And |
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KWR
KWR
KIW - Kiwara - Financial Effects For The Specific Issue Of Shares For Cash And
Withdrawal Of Cautionary Announcement
Kiwara plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara" or "the Company")
- FINANCIAL EFFECTS FOR THE SPECIFIC ISSUE OF SHARES FOR CASH AND OPTION TO
SUBSCRIBE FOR ADDITIONAL SHARES TO THE INTERNATIONAL FINANCE
CORPORATION("IFC")
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcement published on 2 July 2009, wherein shareholders were
advised that Kiwara has, subject to the fulfillment of the condition precedent,
entered into an agreement in terms of which it will allot and issue new Kiwara
ordinary shares to the IFC as a specific issue of shares for cash at a
subscription price of US$ 6 million at 18.697 UK pence per share, being the 15
day weighted average price on AIM to 29 April 2009 ("the specific issue of
shares"). Subject to the implementation of the specific issue of shares the
company also grants the IFC an option to subscribe for a maximum of a further
US$9 million in Kiwara shares, at an option exercise price of 37 UK pence per
share, at any time prior to the third anniversary of the subscription date ("the
option share issue") (collectively "the transaction"). The specific issue of
shares will result in the issue of approximately 19.5 million Kiwara shares, but
the actual number of shares to be issued will only be determined by the US
Dollar / Great Britain Pound exchange rate on the subscription date which will
be within 5 business days of the condition precedent having been met.
2. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the IFC
Specific Issue on Kiwara. The unaudited pro forma financial effects are
presented for illustrative purposes only and because of their nature may not
give a fair reflection of Kiwara`s results, financial position and changes in
equity after the IFC Specific Issue has been effected. It has been assumed for
purposes of the pro forma financial effects that the IFC Specific Issue and
grant of the option were implemented on 1 April 2008 for income statement
purposes and 31 March 2009 for balance sheet purposes. The Directors are
responsible for the preparation of the unaudited pro forma financial effects.
Pro forma(2)
Scenario 1(3)
Published
Before IFC After IFC % change 6
Specific Specific
Issue (1) Issue
Profit (loss) per share (p) 0.44 -0.36 -181.8
Diluted profit (loss) per 0.44 -0.36 -181.8
share (p)
Headline profit (loss) per 0.44 -0.36 -181.8
share (p)
Diluted headline Profit 0.44 -0.36 -181.8
(loss) per share (p)
Net asset value per share 8.91 11.80 32.4
(pence)
Net tangible asset value -0.01 4.34 43,500.0
per share (pence)
Number of shares in issue 174 365 806 208 639 824 19.7
Weighted average number of 165 540 875 199 814 893 20.7
shares in issue
Diluted weighted average 166 036 916 200 310 934 20.6
number of shares in issue
Pro forma(2)
Scenario 2(4)
Published
Before IFC After IFC % change 6
Specific Specific
Issue (1) Issue
Profit (loss) per share (p) 0.44 -0.39 -188.6
Diluted profit (loss) per 0.44 -0.39 -188.6
share (p)
Headline profit (loss) per 0.44 -0.39 -188.6
share (p)
Diluted headline Profit 0.44 -0.39 -188.6
(loss) per share (p)
Net asset value per share 8.91 9.87 10.8
(pence)
Net tangible asset value -0.01 1.85 18,600.0
per share (pence)
Number of shares in issue 174 365 806 193 861 984 11.2
Weighted average number of 165 540 875 185 037 053 11.8
shares in issue
Diluted weighted average 166 036 916 185 533 094 11.7
number of shares in issue
Notes:
1. The "Before IFC Specific Issue" financial information is based on
Kiwara`s published audited results for the year ended 31 March 2009.
2. The pro forma information is presented under two scenarios. Both
scenarios incorporate the issue of the 19,496,178 Ordinary Shares to
IFC ($6,000,000/ GBP3,645,200 at an entry price of 18.697 pence/
30.775 cents per share) and include the transaction costs of GBP35,277
(R450 423 converted at the closing exchange rate of R12.768/GBP on 2
July 2009) related to the IFC Specific Issue. Under Scenario 1, the
option is exercised, whereas in Scenario 2 it is not.
3. Scenario 1 presents the case where the IFC Option is exercised on 1
April 2008. 14,777,840 options have been granted (($9,000,000/
GBP5,467,801 divided by the exercise price of 37.0 pence/ 60.902 cents
per share)
EPS, diluted EPS, HEPS and diluted HEPS are adjusted to include:
- the number of shares issued in terms of the Specific Issue and
the exercise of the option;
- the IFRS 2 charge of GBP1,453,917 relating to the IFC Option, as
calculated using a Binomial model (9,838 pence/ 16.194 cents per
option);
- it has been assumed that all cash received has been applied in
the ongoing exploration activities of the business at 1 April
2008 and, accordingly, no interest income has been provided for
on the cash received. In terms of IFRS 6 (AC143): Exploration for
and Evaluation of Mineral Resources all costs associated with
exploration activities are required to be capitalised to the cost
of the exploration and evaluation asset.
NAV and TNAV are adjusted to include:
- the number of shares issued in terms of the specific issue and
the exercise of the option;
- cash received in terms of the specific issue and the exercise of
the option less transaction costs;
- the transaction costs of GBP35,277 relating to the transaction
have been written off against share premium.
4. Scenario 2 presents the case where the IFC Option is not exercised on
1 April 2008.
EPS, diluted EPS, HEPS and diluted HEPS are adjusted to include:
- the number of shares issued in terms of the specific issue only;
- the IFRS 2 charge of GBP1,453,917 relating to the IFC Option, as
calculated using a Binomial model (9,838 pence per option);
- it has been assumed that all cash received has been applied in
the ongoing exploration activities of the business at 1 April
2008 and, accordingly, no interest income has been provided for
on the cash received. In terms of IFRS 6 (AC143): Exploration for
and Evaluation of Mineral Resources all costs associated with
exploration activities are required to be capitalised to the cost
of the exploration and evaluation asset.
NAV and TNAV are adjusted to include:
- the number of shares issued in terms of the Specific Issue only;
- cash received in terms of the specific issue only less
transaction costs;
- the transaction costs of GBP35,277 relating to the transaction
have been written off against share premium.
5. An exchange rate of $1.646/GBP, being the closing exchange rate on 2
July 2009, has been used in this pro forma analysis in the
determination of the cash received in terms of the IFC Specific Issue
and IFRS 2 charge on the IFC Option;
6. The percentage change has been calculated on rounded numbers.
3. FURTHER DOCUMENTATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
A circular to shareholders containing the requisite information pertaining to
the transaction and convening a meeting of shareholders will be posted to
shareholders in due course.
Having regard to the information disclosed above, shareholders are advised that
they no longer need to exercise caution when dealing in the Company`s
securities.
For further information please contact:
Colin Bird
Kiwara plc
Tel +44 (0) 20 75814477
Suzanne Johnson-Walsh
Bishopsgate Communications Ltd
Tel +44 (0) 20 7562 3350
Raju Samtani
Kiwara plc
Tel +44 (0) 20 5814477
Brian Chistie/Leonard Eiser
Sasfin Capital
Tel +27 (0) 11 809 7500
Matthew Robinson/Rose Herbert
FinnCap
Tel +44 (0) 20 7600 1658
22 July 2009
Waverley, Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 22/07/2009 11:00:01 Produced by the JSE SENS Department.
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