| Thu 25 Feb 2010, 10:34 | | TBX - Thabex Limited - Acquistion of 100% of Monastery Holdings (Pty) Limited |
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TBX
TBX
TBX - Thabex Limited - Acquistion of 100% of Monastery Holdings (Pty) Limited
("Monastery Holdings")
THABEX LIMITED
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
ACQUISTION OF 100% OF MONASTERY HOLDINGS (PTY) LIMITED ("Monastery Holdings")
1. INTRODUCTION
1.1 Thabex, through its wholly owned subsidiary Tradepost 121 (Pty) Limited
("Tradepost"), has entered into an agreement whereby it will acquire
100% of the issued share capital of Monastery Holdings ("Sale Shares"),
from Messrs Auret Pritchard van Jaarsveld and Sidney Richard Gasson
(collectively the "Sellers")(the "Acquisition").
1.2 The Acquisition constitutes a category 2 transaction in terms of the
Listings Requirements of the JSE Limited ("JSE"). This announcement is
for information purposes only and no action is required by Thabex
shareholders with regards to the Acquisition.
2. BUSINESS OF MONASTERY HOLDINGS
Monastery Holdings is a company that holds all the Plant and Equipment
on the Monastery Mine area in the district of Marquard, in the Free
State Province. Tradepost, through its 94.6% held subsidiary Monastery
Mine (Pty) Ltd ("Monastery Mine"), plans to utilise the Monastery
Holdings plant to conduct bulk sampling of the stockpiled and near
surface kimberlite in order to extract a representative sample of rough
diamonds to confirm the historical reported grade of between 25 and 50
carat per 100 ton. During the period 1981 to 1984 the Monastery Holdings
plant, produced 14 000 carats from the Monastry Kimberlite pipe.
3. RATIONALE FOR THE ACQUISITION
The rationale for the Acquisition is to enable Tradepost to utilise and
modify Monastery Holding`s 140 ton per hour Dense Medium Separator
plant, which was constructed by Bateman, to process the tailings dumps
around the plant area and from the Monastery Kimberlite pipe.
4. TERMS OF THE ACQUISITION
4.1. The subject of the Acquisition is 100% of the issued share capital of
Monastery Holdings. The Sellers are Messrs Auret Pritchard van
Jaarsveld, in respect of 55%, and Sidney Richard Gasson, in respect of
the remaining 45%, of the Sale Shares.
4.2 The effective date of the Acquisition is 28 February 2010.
The purchase consideration for the Acquisition is the amount of R1.8
million which shall be settled through the issue of 1.2 million Thabex
ordinary shares with a deemed value of R1.50 per share (the
"Consideration Shares"). Auret Pritchard van Jaarsveld shall be issued
55%, and Sidney Richard Gasson, the remaining 45%, of the Consideration
Shares.
4.4. The acquisition is subject to the following suspensive conditions, that
the Sellers be and are able to deliver the subject shares on or before
the date of signature of the agreement and that the Consideration shares
be delivered to the Sellers before 31 March 2010. The subject shares are
sold "voetstoots".
5. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition are presented for
illustrative purposes only and because of their nature may not give a
fair reflection of Thabex`s financial position nor of the effect on
future earnings after the acquisition. Set out below are the unaudited
pro forma financial effects of the acquisition, based on the unaudited
interim results for the six months ended 31 August 2009. The directors
of Thabex are responsible for the preparation of the unaudited pro forma
financial information.
Unaudited Pro forma Change
before after (%)
Acquisition Acquisitio
n
(1) (2)(3)(4)
Basic earnings per share 0.58 4.76 720.69
(cents)
Diluted earnings per share 0.58 4.76 720.69
(cents)
Headline loss per share (11.73) (11.14) (5.03)
(cents)
Diluted headline loss per (11.73) (11.14) (5.03)
share (cents)
Weighted average number of 23 986 887 5.26
shares 22 786 887
Net asset value per share 42.18 51.77 22.74
(cents)
Net tangible asset value (20.31) (7.59) 62.66
per share (cents)
Total number of shares in 22 786 887 23 986 887 5.26
issue
Notes and assumptions:
1. The information in the "Unaudited before Acquisition" column has
been extracted from the unaudited interim results for the six
months ended 31 August 2009.
2. The basic earnings, diluted earnings and headline loss per share in
the "Pro forma after the Acquisition" have been calculated on the
basis that the Acquisition was effected on 1 March 2009.
3. Based on a weighted average number of 23 986 887 million Thabex
ordinary shares in issue during the six months ended 31 August
2009.
4. The net asset value and the net tangible asset value per share
figures in the "Pro forma after the Acquisition" have been
calculated on the basis that the Acquisition was effected on 31
August 2009.
6. ARTICLES OF ASSOCIATION OF MONASTERY HOLDINGS
As Monastery Holdings will become a subsidiary company of Thabex as
defined in terms of the Companies Act, No 61 of 1973 (as amended), the
Company will ensure that the articles of association of Monastery
Holdings complies with Schedule 10 of the Listings Requirements of the
JSE.
Johannesburg
25 February 2010
Sponsor
PSG Capital (Pty) Limited
Date: 25/02/2010 10:34:02 Produced by the JSE SENS Department.
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