| Fri 4 Dec 2009, 8:05 | | MTX - Metorex - Notice Of General Meeting And Revised Pro Forma Financial |
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MTX
MEMTX
MTX - Metorex - Notice Of General Meeting And Revised Pro Forma Financial
Effects In Terms Of 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")
NOTICE OF GENERAL MEETING AND REVISED PRO FORMA FINANCIAL EFFECTS IN TERMS OF
THE PROPOSED DISPOSAL BY METOREX OF ITS ENTIRE SHAREHOLDING IN VERGENOEG MINING
COMPANY (PROPRIETARY) LIMITED ("VERGENOEG") AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 23 September 2009 regarding
the proposed disposal by Metorex of its entire shareholding in Vergenoeg
comprising 137 500 ordinary shares ("the Sale Shares") and constituting 55% of
the issued ordinary share capital of Vergenoeg to Minerales Y Productos
Derivados SA for a cash consideration of US$60 million ("the Transaction") and
the announcement dated 30 October 2009 which included the pro forma financial
effects of the Transaction.
Shareholders are further advised that a circular to shareholders setting out
the full details of the Transaction ("the Circular"), is being posted to
shareholders today.
The Transaction is classified as a related party transaction in terms of the
Listings Requirements of the JSE Limited ("the Listings Requirements").
Accordingly, shareholder approval for the Transaction is required as well as a
fairness opinion from an independent expert.
Venmyn Rand (Proprietary) Limited ("Venmyn") was appointed by the board of
directors of Metorex ("the Board") to provide an independent fairness opinion
on the Transaction. Venmyn has considered the terms and conditions of the
Transaction and is of the opinion that the terms and conditions of the
Transaction are fair to Metorex shareholders. Their opinion is set out in the
Circular.
The Board has considered the terms and conditions of the Transaction as well as
Venmyn`s fairness opinion and is of the opinion that the Transaction is fair to
all Metorex shareholders. Accordingly the Board recommends that Metorex
shareholders vote in favour of the resolutions, as set out in the Circular.
2. REVISED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the revised unaudited pro forma financial effects of
the Transaction on the earnings, headline earnings, net asset value and
tangible net asset value per Metorex share, which has been amended to include
the unaudited pro forma financial effects of the Black Economic Empowerment
transaction involving the disposal by Metorex of 15% of the issued ordinary
share capital of Vergenoeg to Medu Capital Fund II Partnership and the Medu II
Development Fund for a cash consideration of R108 750 000, as announced on 29
July 2009 ("the Medu Transaction").
The unaudited pro forma financial effects are prepared for illustrative
purposes only, and due to their nature, may not fairly present Metorex`s
financial position. The pro forma financial effects are the responsibility of
the directors of Metorex.
Audited Unaudited
results pro forma
for the after
year ended the Medu
30 June 2009 Transaction
Loss per share (cents) (2) (272.4) (259.9)
Headline earnings per share (cents) (2) (5) 23.9 21.4
Net asset value per share (cents) (3) 323.1 332.4
Net tangible asset value per share (cents) (3) 321.6 330.9
Weighted average number of shares in issue (`000) 553 349 553 349
Shares in issue (`000) 742 538 742 538
Unaudited
pro forma Percentage
after the change
Transaction (%)
Loss per share (cents) (2) (205.4) 21.0
Headline earnings per share (cents) (2) (5) 11.7 (45.3)
Net asset value per share (cents) (3) 377.7 13.6
Net tangible asset value per share (cents) (3) 376.2 13.7
Weighted average number of shares in issue (`000) 553 349 -
Shares in issue (`000) 742 538 -
Notes
1. The unaudited pro forma financial effects on the Income Statement were
prepared on the basis that the Transaction and the Medu Transaction were
completed on 1 July 2008 and the unaudited pro forma financial effects on the
Balance Sheet were prepared on the basis that the Transaction and the Medu
Transaction were 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), the removal
of the earnings attributable to Vergenoeg of R67.9 million 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,
basic 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 of R355.9 million on the Transaction incorporates a
deferred taxation charge of R42.6 million. Metorex has various assessed losses
on which a deferred taxation asset has been raised. The capital gain on the
Vergenoeg disposal will be offset against the assessed losses and hence there
is an adjustment to the deferred taxation balance.
5. The Medu Transaction was accounted for by incorporating the proceeds of
R108.8 million, the deferred taxation of R9.2 million and the resultant profit
on the Transaction of R82.9 million, with no material separately identifiable
transaction costs. The minority interest has been adjusted to represent the 45%
outside shareholding. This Transaction is assumed to be implemented on 1 July
2008 for the purposes of earnings and headline earnings.
6. Net asset value per share and net tangible asset value per share have been
adjusted to include the net cash proceeds of the Medu Transaction of R108.8
million, which represents the basic gross proceeds as there were no material
separately identifiable transaction costs. The resultant profit at 30 June 2009
amounted to R68.8 million.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of shareholders will be held at
09:30 on Monday, 21 December 2009 in the Acacia Room, The Grace Hotel, 54 Bath
Avenue, Rosebank, Johannesburg, South Africa in order to vote on the ordinary
resolutions necessary to implement the Transaction, as set out in the Circular.
The salient dates and times for the general meeting are as follows:
2009
Last day for receipt of forms of proxy for general
meeting of shareholders at 09:30 on Thursday, 17 December
General meeting of shareholders at 09:30 on Monday, 21 December
Results of general meeting released on SENS on Monday, 21 December
Results of general meeting published in press on Tuesday, 22 December
Notes
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
2. If the general meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed general meeting, provided that, for the purpose of calculating the
latest time by which forms of proxy must be received, Saturdays, Sundays and
gazetted public holidays in South Africa will be excluded.
4. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Metorex remains in negotiations which, if
successfully concluded, 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.
4 December 2009
Johannesburg
Sponsor and Corporate Advisor
BARNARD JACOBS MELLET CORPORATE FINANCE
Independent reporting accountants and auditors
DELOITTE
Deloitte and Touche
Registered Auditors
Independent professional expert
VENMYN
Independence you can trust
Date: 04/12/2009 08:05:01 Produced by the JSE SENS Department.
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