| Fri 24 Jul 2009, 7:05 | | GDO - Gold One - Pro Forma Financial Effects Of A General Issue Of Shares |
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GDO
GDO
GDO - Gold One - Pro Forma Financial Effects Of A General Issue Of Shares
For Cash And The Proposed Specific Issue Of Shares For Cash, Posting Of
Circular To Gold One Shareholders And Withdrawal Of Cautionary Announcement
Gold One International Limited
(Previously BMA Gold Limited)
Registered in Western Australia under the Corporations Act 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
PRO FORMA FINANCIAL EFFECTS OF A GENERAL ISSUE OF SHARES FOR CASH AND THE
PROPOSED SPECIFIC ISSUE OF SHARES FOR CASH, POSTING OF CIRCULAR TO GOLD ONE
SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcement dated 24 June 2009 in respect of the general
issue of shares for cash ("general issue") and the proposed specific issue
of shares for cash ("specific issue") to sophisticated and professional
investors and to international institutional investors, shareholders are
advised that today, 24 July 2009, the company posted to shareholders a
circular ("circular") containing details of proposals in respect of:
- the specific issue;
- the ratification and approval of past general issues of shares for cash
and options; and
- the approval of the new Gold One share incentive scheme and the future
issues of securities pursuant to it,
(collectively the "proposals").
The circular contains a notice of general meeting of the company at which
shareholders will be asked to approve the proposals. The circular may also
be viewed on the website of the company hosted at www.gold1.co.za.
2. SALIENT DATES AND TIMES
2009
Last day to lodge forms of proxy in Monday, 24 August
respect of the general meeting by
08:00 South African time ("SAT")
and 16:00 Australian Eastern
Standard time ("AEST")
General meeting of Gold One
shareholders to be held at 08:00
SAT and to be telecast at 16:00 Wednesday, 26 August
AEST
Results of general meeting released Wednesday, 26 August
on the Securities Exchange News
Service ("SENS") and to the
Australian Securities Exchange
("ASX")
Results of general meeting Thursday, 27 August
published in the South African
press
Shares issued and listed, subject Monday, 31 August
to shareholder approval
Note:
The above dates and times are subject to amendment. Any such amendment
will be released on SENS and on the company announcements platform of
the ASX and published in the South African press.
3. SPECIFIC ISSUE
In terms of the proposals and subject to approval by shareholders, a maximum
number of 86,400,000 Gold One shares ("specific issue shares") will be
issued for cash at ZAR2.03338/AUD0.3148 per share to sophisticated and
professional investors (within the meaning of sections 708(8) and 708(11) of
the Australian Corporations Act 2001 (Cth)) and to international
institutional investors. The shares to be issued in terms of the specific
issue constitute a maximum of approximately 10.73% of the issued share
capital of the company on the listing of the specific issue shares.
4. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE GENERAL ISSUE AND THE
SPECIFIC ISSUE
The table below summarises the unaudited pro forma financial effects on Gold
One of the general issue and, thereafter, the specific issue and is based on
the published financial results of Aflease Gold Limited ("Aflease") and BMA
Gold Limited ("BMA") for the financial year ended 31 December 2008.
In compliance with the Listings Requirements of JSE Limited ("JSE"), the
unaudited pro forma financial information of Gold One has been prepared to
provide information about how the general issue and the specific issue might
have affected Gold One, had these issues been effected on 1 January 2008 for
income statement purposes and on 31 December 2008 for balance sheet
purposes. The unaudited pro forma financial information consists of the
unaudited pro forma balance sheet, the unaudited pro forma income statement
and the unaudited pro forma financial effects. The unaudited pro forma
balance sheet and pro forma income statement are set out in Annexure 1 to
the circular, where the information is presented in both South African Rand
and Australian Dollars.
The unaudited pro forma financial effects have been prepared for
illustrative purposes only and, because of its nature, may not fairly
reflect Gold One`s and the group`s consolidated financial position, changes
in equity, results of operations or cash flows after the general issue and
the specific issue. The unaudited pro forma financial effects are the
responsibility of the directors.
The summary unaudited pro forma financial effects for the year ended 31
December 2008 are set out below in South African Rand:
A B C
Gold One Gold One
Gold One after after
pro forma general specific % change % change
before issue issue B/A C/B
Note 2 Note 3 Note 4
Total number of shares
(`000) 684,899 718,499 804,899
Weighted average number
of shares (`000)
683,518 717,118 803,518
Net asset value per
share (cents)
38.62 45.83 61.37 18.7% 33.9%
Tangible net asset
value per share (cents)
36.73 44.03 59.77 19.9% 35.7%
Loss per share (cents)
- Basic (31.91) (30.42) (27.15) 4.7% 10.7%
- Headline (31.91) (30.42) (27.15) 4.7% 10.7%
Notes:
1. The pro forma financial effects are based on the accounting
policies adopted by Gold One, which are in accordance with
International Financial Reporting Standards ("IFRS") as issued by
the International Accounting Standards Board. The pro forma
financial information also complies with the recognition and
measurement requirements of Australian equivalents to IFRS. It is
assumed that all changes and transactions described below are
effective on:
- 1 January 2008, for purposes of preparing the pro forma
financial effects on earnings per share and headline earnings
per share; and
- 31 December 2008, for purposes of preparing the pro forma
financial effects on net asset value per share and tangible
net asset value per share.
2. The "Gold One pro forma before" column has been extracted from
Annexure 1 to the circular and represents the pro forma
consolidated position of Gold One prior to the general issue and
the specific issue. It is based on the published audited financial
information of Aflease and BMA, after adjusting for the impact of
corporate action and the implementation of the scheme of
arrangement in terms of section 311 of the South African Companies
Act, 1973, entered into between Aflease and its shareholders under
which Gold One shares were issued to Aflease shareholders as
consideration for the acquisition of all of the ordinary shares in
the capital of Aflease by Gold One. Further details are provided
in Annexure 1 to the circular.
3. The "Gold One after general issue" column reflects the position of
Gold One after the general issue. It is assumed that:
- 33.6 million shares are issued at ZAR2.03338 per share for
total proceeds of ZAR68.3 million;
- transaction costs of ZAR3.5 million are set off against share
capital; and
- cash proceeds will be used for operating capital and as a
result no income impact on earnings is assumed.
4. The "Gold One after specific issue" column reflects the position
of Gold One after the specific issue. It is assumed that the
specific issue is implemented after the general issue and that:
- 86.4 million shares are issued at ZAR2.03338 per share for
total proceeds of ZAR175.7 million;
- transaction costs of ZAR11.0 million are set off against
share capital; and
- cash proceeds will be used for operating capital and as a
result no income impact on earnings is assumed.
5. Other:
- diluted earnings per share are anti-dilutive; and
- the South African Institute of Chartered Accountants issued
Circular 8/2007 ("Circular 8/2007") at the request of the
JSE. Circular 8/2007 provides detailed rules for the
calculation of headline earnings as required by the JSE
Listings Requirements and requires disclosure of a
reconciliation of headline earnings to the earnings numbers
used in the calculation of basic earnings per share in
accordance with the requirements of IAS 33: Earnings Per
Share. Disclosure of headline earnings is not a requirement
of IFRS.
5. WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement released on SENS and to the ASX on 24
June 2009, shareholders are referred to the circular posted on 24 July 2009,
containing the financial effects set out in paragraph 4 above in respect of
the general issue and specific issue and, accordingly, caution is no longer
required to be exercised by shareholders when dealing in Gold One shares.
The cautionary is hereby withdrawn.
Parktown, Johannesburg
24 July 2009
South African Corporate adviser and Sponsor
Macquarie First South Advisers (Pty) Limited
Australian Corporate adviser
Hartleys Limited
South African attorneys
Deneys Reitz Inc
Australian legal counsel
Blake Dawson
Date: 24/07/2009 07:05:03 Produced by the JSE SENS Department.
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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,
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