| Mon 20 Sep 2010, 10:50 | | SAL - Sallies Limited - General issue of shares for cash |
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SAL
SAL
SAL - Sallies Limited - General issue of shares for cash
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
Share code: SAL ISIN: ZAE000022588
("Sallies" or "the Company")
GENERAL ISSUE OF SHARES FOR CASH
1 Introduction
At the annual general meeting of shareholders held on 22 October 2009, the
requisite majority of shareholders approved an ordinary resolution
authorising the directors to issue up to 15% (representing 96 333 001
ordinary shares) of Company`s issued share capital for cash in accordance
with the Listings Requirements of the JSE Limited ("JSE").
Pursuant to the ruling by the International Chamber of Commerce
International Court of Arbitration that Sallies and Witkop Fluorspar Mine
(Proprietary) Limited (a wholly owned subsidiary of Sallies) are to pay to
Honeywell International Inc ("Honeywell") an amount of USD1 243 824 plus
interest at 5 per cent per annum since 19 January 2006 ("the claim"), as a
result of a breach of contract, the directors have now resolved to settle
the claim through an issue of 82,335,700 ordinary shares at 13.5 cents per
share ("the issue"). The issue will be implemented at a 19.9% premium on
the weighted average traded price of Sallies shares for the 30 business
days preceding 20 August 2010, being the date that the price of the issue
was agreed by the directors. An application has been made to the JSE to
grant a listing of the new shares on Monday, 27 September 2010.
2 Rationale for the issue
The purpose of the issue is to settle the Honeywell claim amounting to USD1
243 824 plus interest at 5 per cent per annum since 19 January 2006.
3 Conditions Precedent
All conditions precedent have been fulfilled.
4 Financial effects of the issue
The table below sets out the unaudited pro forma financial effects of the
issue on the loss, headline loss, net asset value and net tangible asset
value per share. The pro forma financial effects have been calculated on
Sallies` results for the interim period ended 31 December 2009. The
unaudited pro forma financial effects are provided for illustrative
purposes only and because of their nature they may not give a fair
reflection of Sallies` financial position after the issue. The pro forma
financial effects are the responsibility of the Company`s directors.
Before the general After the Percentage
issue of shares for general issue change (%)
cash 1 of shares for
cash 2
Loss per share (cents) (4.3) (4.0) 7%
Headline loss per share (4.3) (4.0) 7%
(cents)
Net asset value per 11.5 10.2 (11%)
share (cents)
Net tangible asset 11.5 10.2 (11%)
value per share (cents)
Weighted average number 642 220 007 683 387 857 6%
of shares in issue
(000)
Shares in issue (000) 642 220 007 724 555 707 13%
Notes:
1 Extracted from the published interim results of Sallies for the year ended
31 December 2009.
2 Earnings and headline earnings per share in the "After the issue" column
have been based on the following assumptions:
a the issue was effective on 1 July 2009;
b the weighted number of shares in issue before and after the issue were
642 220 007 and 683,387,857 respectively.
c Interest was calculated at 5% on the settlement amount of $ 1,243,824
and an average exchange rate of R 7.67: $1 (Obtained from Oanda.com)
was used to calculate interest from the period 01 July 2009 to 31
December 2009
3 Net asset value and net tangible asset value per share in the "After the
issue" column have been based on the following assumptions:
a the issue was effective 31 December 2009;
b the number of shares in issue at 1 July 2009 was 642 220 007 before
the issue and 724 555 707 after the issue.
Johannesburg
20 September 2010
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 20/09/2010 10:50:01 Produced by the JSE SENS Department.
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