| Fri 30 Oct 2009, 16:01 | | SNU - Sentula - Rights Offer Declaration And Finalisation Announcement |
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SNU
SNU
SNU - Sentula - Rights Offer Declaration And Finalisation Announcement,
Termination Of The Koornfontein Sale And Withdrawal Of Cautionary
Announcement
Sentula Mining Limited
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: SNU ISIN: ZAE000107223
("Sentula" or "the Company")
RIGHTS OFFER DECLARATION AND FINALISATION ANNOUNCEMENT, TERMINATION OF THE
KOORNFONTEIN SALE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that the contemplated sale of the Company`s
interest in the Koornfontein Coal Mine ("Koornfontein"), as announced on
SENS on Monday, 12 October 2009 ("Koornfontein Sale"), will no longer take
place at this time and that the board of directors of Sentula has
accordingly decided to immediately proceed with the fully underwritten
renounceable rights offer ("Rights Offer").
2. Termination of the Koornfontein Sale
Notwithstanding the successful conclusion of the due diligence
investigation carried out by the potential purchaser on Koornfontein,
the potential purchaser has notified Sentula that it will not be able to
conclude the Koornfontein Sale within the agreed time period detailed in
the offer. Accordingly, the Board has elected to terminate the
Koornfontein Sale and proceed with the Rights Offer, the terms of which
are set out below.
The Board will however continue with various initiatives to realise
value from Sentula`s proprietary coal portfolio, in order to continue to
strengthen the company`s balance sheet, improve liquidity in a volatile
trading environment and to provide funding for future growth.
3. Finalisation of the Rights Offer
The Board, being cognisant of the implementation risk of the
Koornfontein Sale and the Company`s obligation to pay an amount of R400
million to its funding consortium by no later than 30 November 2009
elected in early October to secure underwriting for the Rights Offer to
raise R501 920 340. As detailed in the SENS announcement released on
Monday, 12 October 2009, the Company will undertake a fully underwritten
renounceable Rights Offer, underwritten by Investec Bank Limited, acting
through its Investec Principal Investments division.
In terms of the Rights Offer, 350 993 245 new ordinary shares of 1 cent
each ("Rights Offer Shares") will be offered to Sentula shareholders at
a subscription price of 143 cents per Rights Offer Share, in the ratio
of 149 Rights Offer Shares for every 100 Sentula shares held. The
subscription price of the Rights Offer was fixed in the abovementioned
underwriting agreement during early October, by reference to the trading
price of the Company`s shares during the preceding period. The Rights
Offer was then delayed to allow the Company to pursue the Koornfontein
Sale, but the lack of finality in the Koornfontein Sale has necessitated
that the Company now launch the Rights Offer at the abovementioned
price, which is the maximum price at which the Company can make the
Rights Offer on a fully underwritten basis and raise the capital it
requires.
All the documents required for the implementation of the Rights Offer
have been approved by JSE Limited and registered by the Companies and
Intellectual Property Registration Office ("CIPRO").
All conditions precedent in respect of the Rights Offer and its
underwriting by Investec Principal Investments have been fulfilled.
The senior debt funding consortium has agreed to extend the date for
recapitalisation of the Company to 15 December 2009, in order to
accommodate the Rights Offer process.
4. Salient dates and times
2009
Finalisation date Friday, 6 November
Last day to trade in Sentula shares Friday, 13 November
in order to settle trades by the
record date for the Rights Offer and
to qualify to participate in the
rights offer (cum entitlements)
Listing and trading of letters of Monday, 16 November
allocation on the JSE while shares
trade ex rights commences at 09:00
Record date for the Rights Offer at Friday, 20 November
the close of business on
Rights Offer opens at 09:00 on Monday, 23 November
Rights Offer circular and form of Monday, 23 November
instruction (where applicable)
posted to shareholders
Dematerialised shareholders will Monday, 23 November
have their accounts at their CSDP or
broker automatically credited with
their entitlements
Certificated shareholders will have Monday, 23 November
their letters of allocation credited
to an electronic register at the
transfer secretaries
Last day to trade in letters of Friday, 4 December
allocation in order to settle trades
by the close of the Rights Offer and
participate in the Rights Offer at
the close of business
Last day for forms of instruction of Friday, 4 December
certificated shareholders wishing to
sell all or part of their
entitlement to be lodged with the
transfer secretaries by 12:00
Listing and trading of Rights Offer Monday, 7 December
Shares on the JSE commences at 09:00
Record date for letters of Friday, 11 December
allocation for purposes of
determining the holders of letters
of allocation that are entitled to
subscribe for the Rights Offer
Shares
Rights offer closes at 12:00 on Friday, 11 December
Payment to be made and forms of
instruction to be lodged by
certificated shareholders with the
transfer secretaries by 12:00 on
(see note 2 below)
Excess applications allocated Monday, 14 December
Expected date from which CSDP/broker Monday, 14 December
accounts are credited with Rights
Offer Shares and debited with any
payments due in respect of
dematerialised Rights Offer Shares
Rights Offer share certificates Monday, 14 December
posted to certificated shareholders
on or about
Results of Rights Offer released on Monday, 14 December
SENS
Results of Rights Offer published in Tuesday, 15 December
the press
Refund cheques, if applicable, Tuesday, 15 December
posted to certificated shareholders
in respect of excess applications,
on or about
Notes:
1. All times referred to are local times in South Africa.
2. Dematerialised shareholders are required to inform their CSDP or
broker of their instructions in terms of the rights offer in the manner and
time stipulated in the custody agreement.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 16 November and Friday, 20 November 2009, both days inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated shareholders will
have their rights credited to an account at Link Market Services.
5. CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
6. The above dates and times are subject to amendment. Any variation to
the dates and times will be released on SENS and published in the press.
5.Pro forma financial information
The unaudited pro forma income statement and balance sheet of Sentula,
showing the effects of the rights offer, are included in Annexure 2 of
the circular to be distributed to shareholders on or about 23 November
2009 ("the circular").
An independent reporting accountants` report on the unaudited pro forma
income statement and balance sheet is included in Annexure 3 to the
circular.
Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of
the Rights Offer. The unaudited pro forma effects, which are the
responsibility of the directors of Sentula, have been prepared for
illustrative purposes only and, because of their pro forma nature, may
not give a true reflection of Sentula`s financial position, changes in
equity and results of operations or cash flows.
The unaudited pro forma financial effects are intended to provide
information on how the Rights Offer may have affected Sentula`s EPS,
HEPS and NAV and TNAV per share measures for the 12 month audited period
ended 31 March 2009, had they occurred on 1 April 2008 for income
statement purposes and 31 March 2009 for balance sheet purposes.
The unaudited pro forma effects, which are the responsibility of the
directors of Sentula, have been prepared for illustrative purposes only
and, because of their pro forma nature, may not give a true reflection
of Sentula`s financial position, changes in equity and results of
operations or cash flows.
The unaudited pro forma financial effects have been prepared using
accounting policies that comply with IFRS and that are consistent with
those applied in the audited results of Sentula for the 12 months ended
31 March 2009.
Unaudited pro forma effects Before Pro forma
the after the Change %
rights rights
offer offer
(cents) (cents)
Basic EPS 121.1 55.6 (54)
Diluted EPS 121.1 55.6 (54)
Headline EPS 109.1 50.9 (53)
Diluted headline EPS 109.1 50.9 (53)
Adjusted EPS 84.9 41.3 (51)
Adjusted diluted EPS 84.9 41.3 (51)
NAV 984.0 450.8 (54)
TNAV 795.0 376.5 (53)
Shares in issue at end of 235 566 586 559 149
the year (000)
Weighted average number of 230 012 581 005 153
shares at end of the year
(000)
Diluted weighted average 230 076 581 069 153
number of shares at end of
the year (000)
Notes:
1. The above EPS and NAV per share measures in the "Before the rights
offer" column have been extracted without adjustment from the income
statement and balance sheet included in the published audited results for
the 12 months ended 31 March 2009.
2. The financial effects are calculated on the assumptions that:
- R501.9 million is raised in terms of the rights offer; and
- the rights offer shares were issued on 1 April 2008 for income
statement purposes and on 31 March 2009 for balance sheet purposes.
3. It is assumed that the proceeds from the rights offer will be used to
repay debt facilities and the resultant after tax interest expense saving
is approximately R44.8 million based on an after tax interest rate of 9.6%.
The interest expense saving adjustment is expected to have a continuing
effect on Sentula.
4. Tax has been calculated based on the normal tax rate of 28% for the
period.
5. The underwriting fees of R25.1 million and directly attributable
transactions costs of R9.4 million are capitalised against the share
premium account. Transaction costs relate to the fees paid to professional
financial and legal advisers and compliance fees and are not expected to
have a continuing effect on Sentula.
6. An adjusted EPS and diluted EPS figure has been presented which
excludes the impact of impairments, amortisation of intangibles and other
non-recurring items. This has been based on the adjusted headline earnings
and on the same weighted average shares in issue as the basic EPS
calculation.
6.Excess applications
Should there be excess Rights Offer Shares available for allocation
after all Rights Offer Shares have been taken up in terms of the Rights
Offer, these will be allocated equitably to those shareholders who have
applied for additional Rights Offer Shares on the same terms and
conditions as those applicable in terms of their entitlements.
7.Restrictions on the Rights Offer
The Rights Offer will not be open for acceptance by members of Sentula
who are located or, residing in or have registered addresses in the
United States of America, the European Economic area, Japan,
Switzerland, Canada or other jurisdictions in which the Rights Offer
cannot lawfully be made and in this regard, the approval of CIPRO in
terms of section 142(2)(a) of the Companies Act, 1973 (Act 61 of 1973)
has been obtained.
8.Withdrawal of cautionary announcement
Shareholders are accordingly advised that as negotiations in respect of
the contemplated Koornfontein Sale have been terminated and the Rights
Offer has been launched, caution is no longer required to be exercised
by shareholders when dealing in the Company`s securities.
Johannesburg
30 October 2009
Sponsor
Merchantec (Proprietary) Limited
Adviser on the Koornfontein sale
RFA Consulting (Proprietary) Limited
Corporate adviser
Investec Bank Limited
Underwriter
Investec Principal Investments, a division of Investec Bank Limited
Legal adviser
Werksmans Inc.
Independent reporting accountants
KPMG Inc.
Date: 30/10/2009 16:01:44 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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,
information disseminated through SENS.
