| Fri 30 Oct 2009, 17:18 | | MTX - Metorex - Update on the proposed disposal by Metorex of its entire |
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MTX
MEMTX
MTX - Metorex - Update on the proposed disposal by Metorex of its entire
shareholding in Vergenoeg Mining Company (Proprietary) Limited ("Vergenoeg") And
Further Cautionary Announcement
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
("Metorex" or "the Company" or "the Group")
UPDATE ON THE PROPOSED DISPOSAL BY METOREX OF ITS ENTIRE SHAREHOLDING IN
VERGENOEG MINING COMPANY (PROPRIETARY) LIMITED ("VERGENOEG") AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Metorex are referred to the announcement released by the
Company on 23 September 2009 ("Transaction Announcement") regarding the
proposed disposal by Metorex of its entire shareholding in Vergenoeg
comprising 137 500 ordinary shares constituting 55% of the issued ordinary
share capital of Vergenoeg ("the Sale Shares") to Minerales Y Productos
Derivados SA ("Minersa") for a cash consideration of US$60 million ("the
Transaction").
In line with the Metorex management`s ("Management") stated intention to
restructure and reduce debt at its Ruashi project in the Democratic
Republic of the Congo, Management has continued to pursue the strategy of
disposing of certain of the Group`s assets.
2. TRANSACTION UPDATE
Shareholders are referred to the conditions precedent as set out in the
Transaction Announcement and are advised that the Transaction remains
subject to the fulfilment of the following conditions precedent:
1. the necessary approvals being obtained from the JSE Limited ("JSE") in
terms of the Listings Requirements of the JSE (which is anticipated to
be completed no later than 30 November 2009);
2. shareholders of Metorex approving the transaction (which is
anticipated to be completed no later than 15 December 2009);
3. the Transaction and all the related agreements being approved
unconditionally by the Spanish competition authorities in accordance
with the relevant rules and regulations, or conditionally approved on
terms and conditions acceptable to Metorex and "Minersa (which is
anticipated to be completed no later than 30 November 2009). Approval
by the South African competition authorities are not required;
4. the Transaction being approved to the extent required, in terms of the
Mineral and Petroleum Resources Development Act No 28 of 2002, either
unconditionally, or subject to such conditions as may be approved by
Metorex and Minersa; and
5. The Standard Bank of South Africa Limited releasing the Sale Shares
from the existing pledge and cession, on such terms and conditions as
may be acceptable to Metorex.
All other conditions precedent have been waived or fulfilled by the
parties.
3. UNAUDITED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects are provided for illustrative
purposes only to provide information about how the Transaction may impact
on Metorex`s results and financial position. Due to the nature of the
unaudited pro forma financial information, it may not give a fair
presentation of the Group`s results and financial position after the
Transaction.
The unaudited pro forma financial effects are based on the reviewed
financial information for the year ended 30 June 2009 as announced on SENS
on 9 September 2009 and have been prepared in accordance with the
accounting policies of Metorex at that date.
The unaudited pro forma financial effects have been included in terms of
the Listings Requirements of the JSE Limited. The directors of Metorex are
responsible for the preparation of the unaudited pro forma financial
effects.
Reviewed
results
for the
year Unaudited
ended Pro forma
30 June After the Percentag
e
2009 Transacti Change
on (%)
Earnings per share (cents) (2) (272.38) (217.73) 20.1
Headline earnings per share 23.92 14.25 (40.4)
(cents) (2)
Net asset value per share 323.00 367.13 13.7
(cents) (3)
Net tangible asset value per 322.00 366.13 13.7
share (cents) (3)
Weighted average number of 553,349 553,349 -
shares
Shares in issue 742,538 742,538 -
Notes:
(1) The unaudited pro forma financial effects on the Income Statement were
prepared on the basis that the Transaction was completed on 1 July
2008 and the unaudited pro forma financial effects on the Balance
Sheet were prepared on the basis that the Transaction was completed on
30 June 2009.
(2) Earnings and headline earnings per share are based on the weighted
average number of shares in issue at 30 June 2009 and have been
adjusted to take into account costs of the Transaction of R3,1 million
(before taxation) and an after tax profit on the sale of the Sale
Shares of R359 million.
(3) Net asset value per share and net tangible asset value per share have
been adjusted to include the net cash proceeds of the Transaction of
R459,8 million, basis gross proceeds of R462,9 million (US$60 million
translated at a rate of R7.71/US$)and costs of R3,1 million.
(4) The after tax profit on the Transaction incorporates a deferred
taxation charge of R 42.6 million.
4. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Metorex remains in negotiations which may
have a material effect on the price of Metorex securities.
Accordingly, shareholders should continue to exercise caution when dealing
in their Metorex securities until a further announcement is made.
30 October 2009
Rosebank
Corporate advisor and sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Reporting Accountants
Deloitte
Date: 30/10/2009 17:18:01 Produced by the JSE SENS Department.
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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.
