| Thu 29 Oct 2009, 10:05 | | AND - Andulela - Exercise Of Put Options And Withdrawal Of Cautionary |
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AND - Andulela - Exercise Of Put Options And Withdrawal Of Cautionary
Announcement
ANDULELA INVESTMENT HOLDINGS LIMITED
(Previously DNR Capital Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
Share code: AND: code: ZAE000125894
("Andulela" or "the company")
EXERCISE OF PUT OPTIONS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
EXERCISE OF OPTIONS
Shareholders are referred to the announcements dated 18 June 2009 and 5 June
2009 and the circular to shareholders issued on 1 September 2008 ("the
circular") and are advised that on 27 October 2009 Abalengani Platinum Holdings
(Proprietary) Limited ("Abalengani Platinum") issued a letter to Andulela
exercising each of the put options granted to Abalengani Platinum to dispose to
the company the remaining 50% of the issued share capital in and all of
Abalengani Platinum`s claims on loan account against each of Abalengani Mining
Investment (Proprietary) Limited ("AMI") and JB Platinum Holdings (Proprietary)
Limited ("JPH")("the option equity")(as more fully detailed in the circular).
The acquisition by the company of the option equity is subject to the terms and
conditions more fully detailed in the circular.
The company intends to elect to settle the purchase price of the option equity,
being in aggregate R425 000 000, by way of the allotment and issue of ordinary
shares in the company at an issue price equal to the volume weighted average
traded price at which the company`s shares traded on the JSE over the 30 trading
days immediately prior to the date on which the option notice was furnished to
the company.
The settlement of the purchase price of the option equity in the form of new
shares to be allotted and issued by the company requires an increase in the
authorised share capital of the company. A general meeting of shareholders will
be convened to propose and if deemed fit approve the special resolution for the
increase in the company`s authorised share capital and the ordinary resolution
for the shareholders to place such increased authorised share capital under the
control of the company`s board of directors in terms of s221 of the Companies
Act (Act 61 of 1973, as amended) and the JSE Listings Requirements.
FINANCIAL EFFECTS
The unaudited pro forma financial effects on the loss, headline loss, net asset
value and net tangible asset value per share for the year ended 30 June 2009,
resulting from the exercise of the put options, are set out below.
The pro forma financial effects are the responsibility of the directors of
Andulela and have been prepared for illustrative purposes only in order to
provide information on how the transaction may have impacted on the historical
financial results of Andulela for the year ended 30 June 2009.
Due to their nature, the pro forma financial effects may not give a fair
reflection of Andulela`s financial position, changes in equity, results of
operations and cash flows subsequent to the exercise of the put options.
The table below reflects the pro forma financial effects of the exercise of the
put options on an Andulela shareholder.
-
Before the After the
exercise of the exercise of
put options the put
options
(cents) (cents) % change
Loss per share (85.2) (14.5) (83%)
Headline loss per share (1.8) (0.0) (102%)
Net asset value per share 20.7 6.0 (71%)
Net tangible asset value 20.7 (0.9) (104%)
per share
Number of ordinary shares 419 3 961
in issue (`million)
Weighted average number of 338 3 880
shares in issue (`million)
Notes and assumptions:
1. The amounts set out in the "Before the exercise of the put options" column
have been extracted, without adjustment, from the reviewed published
results of Andulela for the year ended 30 June 2009.
2. The exercise of the put options is assumed to be implemented on 1 July 2008
for income statement purposes and on 30 June 2009 for balance sheet
purposes.
3. The amounts set out in the "After the exercise of the put options" column
were calculated by consolidating the reviewed results of Andulela for the
year ended 30 June 2009 and the unaudited management accounts of Kilken
Platinum (Proprietary) Limited ("Kilken") for the year ended 30 June 2009,
subject to the assumptions and adjustments set out below. The management
accounts of Kilken have not been reviewed or reported on by Andulela or
Kilken`s auditors.
4. The investment in associates of R171.9 million recorded in Andulela`s
consolidated balance sheet and the loss from associates recorded in
Andulela`s consolidated income statement for the year ended 30 June 2009
were reversed as a result of the consolidation of Kilken.
5. It is assumed that the purchase price of the option equity of R425 million
will be settled by the issue of 3,541,666,667 Andulela shares at 12 cents
each.
6. The acquisition of Kilken has been accounted for under the revised IFRS 3
(Business Combinations) whereby the tangible assets and goodwill of R263
million have been recognised.
SECTOR RECLASSIFICATION
At the date of finalisation of the circular the JSE Limited had reserved its
right to require the company to be reclassified from the "Equity Investment
Instruments" sector of the Main Board to a more appropriate sector of the Main
Board of the JSE lists upon the options being exercised. The company shall
engage with the JSE Limited in regard to any such required reclassification of
sector and report back to shareholders in this regard.
FURTHER DOCUMENTATION
A circular containing a notice convening a general meeting of shareholders will
be posted to shareholders in due course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Consequent on the release of this announcement, caution is no longer required to
be exercised by shareholders when dealing in the company`s shares.
29 October 2009
Sponsor and Corporate Advisor
Java Capital (Proprietary) Limited
Date: 29/10/2009 10:05:29 Produced by the JSE SENS Department.
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