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MTX MTXN
MEMTX
MTX - Metorex Limited - Posting of Claw Back Offer Circular and Updated Pro
Forma Financial Information
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTX
ISIN: ZAE000022745
JSE code for LA`s: MTXN
ISIN for LA`s: ZAE000144309
("Metorex" or "the Company")
POSTING OF CLAW BACK OFFER CIRCULAR AND UPDATED PRO FORMA FINANCIAL INFORMATION
POSTING OF CLAW BACK OFFER CIRCULAR
Metorex Shareholders ("Shareholders") are referred to the finalisation
announcement released on SENS on 12 March 2010 and published in the press on 15
March 2010 relating to the partial claw back offer in which Shareholders were
advised of Metorex`s intention to raise a minimum of US$100 million through the
issue of 250 000 000 new Metorex ordinary shares ("Claw Back Shares") at a price
of 360 cents per share in the ratio of 33.233 Claw Back Shares for every 100
Metorex ordinary shares currently in issue ("Claw Back Offer").
Shareholders are advised that the circular providing details of the Claw Back
Offer ("Claw Back Offer Circular"), was posted to Shareholders today.
Shareholders are also reminded that an electronic version of the Claw Back Offer
Circular is available on Metorex`s website at www.metorexgroup.com.
Holders of certificated shares are requested to contact the Company`s transfer
secretaries with any queries regarding the forms of instruction issued in
respect of letters of allocation relating to the Claw Back Offer.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE CLAW BACK OFFER
Shareholders are further referred to the announcement released by the Company on
SENS on Tuesday, 2 February 2010 which provided the pro forma financial effects
of the Claw Back Offer on the Company. Metorex subsequently released its
consolidated unaudited interim results for the period ended 31 December 2009
("Interim Results"). Accordingly the Company has chosen to provide updated pro
forma financial effects of the Claw Back Offer based on the Interim Results.
The unaudited pro forma financial effects of the Claw Back Offer have been
prepared for illustrative purposes only and due to the nature thereof may not
fairly present Metorex`s financial position, changes in equity, results of
operations or cash flows after completion of the Claw back Offer. The unaudited
pro forma financial effects are the responsibility of the directors of Metorex,
are prepared in accordance with International Financial Reporting Standards and
are consistent with the accounting policies adopted by the Company in presenting
the Interim Results. The purpose of the unaudited pro forma financial effects is
to illustrate the effects of the Claw Back Offer on Metorex had the Claw Back
Offer been implemented on the dates and assumptions set out below:
Unadjusted Pro forma % Change
before the after the
Claw Back Claw Back
Offer Offer
Earnings per share (cents) 65.29 51.55 -21.0%
Diluted earnings per share 64.58 51.11 -21.9%
(cents)
Headline earnings per share 14.17 11.62 -18.0%
(cents)
Diluted headline earnings 14.00 11.52 -17.7%
per share (cents)
Net asset value per share 330.82 334.26 1.0%
(cents)
Tangible net asset value 329.27 333.05 1.2%
per share (cents)
Weighted shares in issue 743 567 951 900 28.0%
(`000)
Diluted number of shares in 751 747 960 080 27.7%
issue (`000)
Shares in issue at period 745 763 954 096 27.9%
end (`000)
Notes:
1. It has been assumed for purposes of the pro forma financial effects that
the Claw Back Offer took place with effect from 31 December 2009 for
balance sheet purposes and 1 July 2009 for income statement purposes.
2 The figures in the "Unadjusted before Claw Back Offer" column have been
extracted from Metorex`s unaudited consolidated interim results for the
period ended 31 December 2009.
3. It has been assumed for the purposes of this pro forma financial
information that the Claw Back Offer was subscribed to the extent of R750
million resulting in the issue of 208 333 333 new Metorex ordinary shares.
4. It is assumed that the proceeds of R750 million received from the Claw Back
Offer have been utilised to reduce debt relating to the Company`s Ruashi
Project by US$35 million (R262.5 million) and the remaining US$65 million
(R487.5 million) has been applied to cash on hand.
5. No interest on the funds applied to cash and bank balances has been
accounted for.
6. Estimated transaction costs of R28 million have been written off against
share premium.
7. An average rate of R7.50/US$1 has been used for the purposes of currency
conversion.
29 March 2010
Rosebank
Corporate and Debt Advisor, Sole Bookrunner and Transaction
Sponsor
One Capital
Independent Sponsor
Deloitte & Touche Sponsor Services
Transfer Secretaries
Link Market Services South Africa (Proprietary) Limited
Date: 29/03/2010 10:30:01 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.
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