| Wed 16 Sep 2009, 13:00 | | KWR - Kiwara - Acquisition Of A Further 5% Interest In Kalumbila Minerals |
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KWR
KWR
KWR - Kiwara - Acquisition Of A Further 5% Interest In Kalumbila Minerals
Limited ("KALUMBILA")
Kiwara plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara" or the "Company")
ACQUISITION OF A FURTHER 5% INTEREST IN KALUMBILA MINERALS LIMITED ("KALUMBILA")
1. Details of the transaction
In the circular to shareholders dated 31 July 2009 shareholders were
advised that the company had entered into an agreement with LM Engineering
Ltd ("LM") for the acquisition by Kiwara of five percent of LM`s
shareholding in Kalumbila, an 80% subsidiary of Kiwara for a purchase
consideration of GBP1 million and 800,000 ordinary Kiwara shares ("the
acquisition"). Kiwara was further granted the option to acquire, within two
years of the date of the agreement, a further five percent of the shares in
Kalumbila for a purchase consideration of GBP3 million and 2.4 million
Kiwara ordinary shares.
2. Effective date
The effective date of the transaction will be the first business day after
the approval of the listing of the subscription shares by the JSE which has
been applied for. Application will also be made for 800,000 ordinary
Kiwara shares to be admitted to trading on AIM. The new shares will rank
pari passu with existing ordinary shares and dealings in the new shares are
expected to commence on 23 September 2009.
3. Conditions precedent
There are no outstanding conditions precedent to the transaction.
4. Pro forma financial effects of the acquisition
The table below sets out the unaudited pro forma financial effects of the
acquisition 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 acquisition has been effected. The Directors
are responsible for the preparation of the unaudited pro forma financial
effects.
Published Before After the % change 4
the acquisition acquisition
1
Earnings per share 0.44 0.42 -4.5%
(p)2
Headline loss per 0.44 0.42 -4.5%
share (p)2
Net asset value per 8.91 9.05 1.6%
share (pence)3
Net tangible asset -0.01 -0.55 -5400.0%
value per share
(pence)3
Number of shares in 174 365 806 175 165 806 0.5%
issue
Weighted average 165 540 875 166 340 875 0.5%
number of shares in
issue
Notes:
1. The "Before the acquisition" financial information is based on
Kiwara`s published audited results for the year ended 31 March 2009.
2. For the purposes of calculating earnings per share and headline
earnings per share, "After the Acquisition", for the year ended 31
March 2009, it was assumed that:
- The acquisition was effected from 1 April 2008;
- The purchase consideration was settled by the payment of GBP1
million and issue of 800,000 ordinary Kiwara shares;
- Finance costs on the cash payment have been taken at 3.0% being
the average rate for the year ended 31 March 2009 receivable on
cash balances;
- Notional taxation of 30% has been assumed in respect of revenue
and expenditure items; and
- An exchange rate of $1.72166/GBP, being the average exchange rate
for the period 1 March 2008 to 31 March 2009, has been used in
the determination of the minority interests.
3. For the purposes of calculating the net asset value per share and
tangible net asset value per share, "After the Acquisition", it was
assumed that:
- the transaction was implemented on 31 March 2009;
- The purchase consideration was settled by the payment of GBP1
million and issue of 800,000 ordinary Kiwara shares;
- An exchange rate of $1.4213/GBP, being the closing exchange rate
on 31 March 2009, has been used in the determination of the
minority interests.
4. The percentage change has been calculated on rounded numbers.
5. Small related party transaction
As LM is controlled by a director of Kiwara, the acquisition is a
small related party transaction in terms of the JSE Limited ("JSE")
Listings Requirements. Kiwara has obtained a written confirmation from
Moore Stephens (Jhb) Corporate Finance (Proprietary) Limited that the
terms of the transaction with LM are fair as far as Kiwara
shareholders are concerned, which confirmation has been submitted to
the JSE and which will be available for inspection at the registered
office of Kiwara at 4th Floor, 2 Cromwell Place, London SW7 2JE,
United Kingdom and 6 Pinewood Office Park, 33 Riley Road, Woodmead,
Sandton 2196, South Africa for a period of 28 days from the date of
this announcement.
London
16 September 2009
For further information please contact:
Kiwara Plc Tel: +44 (0)207 581 4477
Raju Samtani, Finance Director
FinnCap, London
Matthew Robinson / Ed Frisby,
Corporate Finance Tel: +44 (0) 20 7600 1658
Sasfin, Johannesburg
Leonard Eiser,
Corporate Finance Tel: +27 (0) 11 809 7511
Bishopsgate Communications Ltd
Suzanna Johnston-Walsh Tel: +44 (0)20 7562 3359
Date: 16/09/2009 13:00:02 Produced by the JSE SENS Department.
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