| Fri 31 Jul 2009, 15:41 | | ZCI - Zambia Copper Investments Limited - Binding Offer To African Copper Plc |
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ZCI
ZAKK
ZCI - Zambia Copper Investments Limited - Binding Offer To African Copper Plc
And Withdrawal Of Cautionary Announcement
Zambia Copper Investments Limited
(Registered in Bermuda)
(South African registration number 1970/000023/10)
JSE share code: ZCI & ISIN: BMG988431240
Euronext share code: BMG988431240
("ZCI" or "the Company")
BINDING OFFER TO AFRICAN COPPER PLC AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the detailed terms announcement dated 16
April 2009 and subsequent announcements relating to ZCI`s binding offer
of finance to African Copper Plc ("ACU") and the acquisition of debt form
certain ACU creditors ("the transaction"). Further to the previously
published announcements, the pro forma financial effects of the
transaction are disclosed below.
2. Pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the
transaction based on ZCI`s audited results for the year ended 31 March
2009. These financial effects are the responsibility of the directors of
ZCI and have been prepared for illustrative purposes only, in order to
provide information on how the transaction may have impacted the results
and financial position of ZCI. Due to its nature, the unaudited pro forma
financial information may not give a fair reflection of ZCI`s financial
position subsequent to the transaction. It has been assumed for purposes
of the pro forma financial information that the consolidation and the
transaction took place with effect from 1 April 2008 for income statement
purposes and 31 March 2009 for balance sheet purposes. The unaudited pro
forma financial effects are prepared in a manner consistent in all
respects with the accounting policies of ZCI.
Before the After the Percentage
transaction transaction change
Earnings/loss per share (US Cents) 0.56 (166.69) (30 100)
Diluted earnings/loss per share (US 0.56 (166.69) (30 100)
Cents)
Headline loss per share (US Cents) (0.20) (4.50) (2 148)
Diluted headline loss per share (US (0.20) (4.50) (2 148)
Cents)
Net asset value per share (US Cents) 184.43 179.86 (2)
Net tangible asset value per share 184.43 157.88 (14)
(US Cents)
Total number of shares in issue 55,678 55,678
(000`s)
Weighted average number of ordinary 92,870 92,870
shares (000`s)
Diluted weighted average number of 92,870 92,870
ordinary shares (000`s)
Notes:
1. The "Before the transaction" financial information is based on ZCI`s
published results for the year ended 31 March 2009.
2. The "After the transaction" loss/headline loss per share , have
taken the following into account:
a the payment of ZCI`s expenses in relation to the implementation
of the transaction, totalling US$ 1 million;
b the reduction of interest earned at an average rate of 0.96%
per annum on the cash utilised by ZCI to fund the transaction;
and
c the interest saving of 21 million Pula by ACU on the settlement
of an outstanding Pula bond totalling 150 million Pula.
3. The "After the transaction" net asset value and net tangible asset
value per share have taken the following into account:
a the inclusion of the assets and liabilities of ACU at book
value;
b the goodwill arising as a result of the acquisition;
c the payment of the estimated transaction costs amounting to
US$1 million;
d ACU applying the proceeds received from ZCI to settle the
outstanding Pula Bond totalling 150 million Pula;
e ACU applying US$12.8 million of the transaction proceeds to
settle outstanding creditors; and
f the US$9.9 million debt acquisition by ZCI of ACU`s major
creditors.
4. The net tangible asset value per share has been adjusted further to
exclude the goodwill relating to the acquisition.
3. Circular
A circular to shareholders setting out full details of the transaction
and incorporating the notice of the general meeting and form of proxy
will be posted to shareholders in due course.
4. Withdrawal of cautionary announcement
As the financial effects of the transaction have been announced,
shareholders are no longer required to exercise caution when dealing in
ZCI shares and accordingly, the cautionary announcement released by ZCI
on 16 April 2009 is hereby withdrawn.
Bermuda
31 July 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 31/07/2009 15:41:01 Produced by the JSE SENS Department.
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