| Wed 26 Jan 2011, 11:50 | | JBL - Jubilee Platinum PLC - Jubilee acquires 51% of shares and claims in |
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JBL
JUJLP
JBL - Jubilee Platinum PLC - Jubilee acquires 51% of shares and claims in
power ALT (Proprietary) Limited ("Power Alt") and withdrawal of cautionary
announcement
Jubilee Platinum PLC
AIM: JLP
JSE: JBL
Registration number: 4459850
ISIN
("Jubilee" or the "Company")
JUBILEE ACQUIRES 51% OF SHARES AND CLAIMS IN POWER ALT (PROPRIETARY)
LIMITED ("POWER ALT") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Jubilee is pleased to announce the acquisition of 51% of the shares and
claims in Power Alt for a consideration of R27 500 000 (approx GBP
GBP2,425,000).
Highlights -
- Power Alt provides Jubilee with a secure independent power supply to
underpin its operational and expansion goals for its ConRoast Process
- Power Alt will provide Jubilee with an offset to its power cost, which
has a direct positive impact on ConRoast`s associated operating costs
- Power Alt has the potential of expanding on its current generation
capacity of 11MW to a full 29MW of power
Leon Coetzer, CEO of Jubilee Platinum commented: "This transaction
underpins Jubilee`s expansion goals by securing an independent power supply
for its processes"
Contacts
Colin Bird/Leon Coetzer
Jubilee Platinum plc
Tel +44 (0) 20 7584 2155 / TEL +27 (0)11 465 1913
Andrew Sarosi
Jubilee Platinum plc
Tel +44 (0) 1752 221937
Matthew Robinson/Rose Herbert
finnCap Ltd
Tel +44 (0) 20 7600 1658
Leonard Eiser /Sharon Owens
Sasfin Capital
Tel +27 (0) 11 809 7500
Michael Kinirons/Nick Rome
Bishopsgate Communications Ltd
Tel +44 (0) 20 7562 3350
INTRODUCTION
Further to the publication of cautionary announcements, the last of which
was dated 20 January 2011, Jubilee is pleased to announce that it has
entered into a Sale of Shares and Claims Agreement dated 20 January 2011
("the Agreement") with Investec Bank Limited ("Investec"), African Data
Corporation (Proprietary) Limited ("ADC") and Astra Group Holdings
(Proprietary) Limited ("Astra") (collectively "the Parties")in respect of
an acquisition of 51% of the issued share capital ("the Sold Shares") and
aggregate shareholders claims on loan account ("the Sold Claims") in Power
Alt ("the Acquisition") .
Investec and Astra each currently own 40% of the shares in Power Alt and
ADC owns the remaining 20%.
1. TERMS OF THE AGREEMENT
The total consideration to be paid by Jubilee to the Parties in respect of
the Acquisition is R27 500 000 ("the Purchase Consideration") to be settled
in cash within two business days of fulfillment or waiver of the Suspensive
Conditions ("the Fulfillment Date")set out under section 2.2 of this
announcement.
On settlement of the Purchase Consideration, Jubilee will hold 51% of the
Sold Shares and Sold Claims of Power Alt.
The Purchase Consideration will be used to settle the Parties as follows:
Astra
a total of R11 323 529.41 comprising R3 937 474.00 representing 21%of the
Sold Claims and R7 386 055.41 representing 21% of the Sold Shares.
Investec
a total of R10 784 313.86 comprising R3 749 970.00 representing 20% of the
Sold Claims and R7 034 343.86 representing 20% of the Sold Shares
ADC
a total of R5 392 156.90 comprising R1 875 000.00 representing 10% of the
Sold Claims and R3 517 156.90 representing 10% of the Sold Shares.
In addition to the Purchase Consideration pertaining to the Acquisition,
Astra has granted Jubilee an option to acquire a further 19% of the issued
share capital and aggregate Astra claims on loan account("the Option") for
an exercise price of R10 245 098.04of which R3 562 475.50 relates to the
aggregate Astra claims on loan account. The Option is exercisable within 12
months from the Fulfillment Date.
1.1 Effective Date
The Effective Date and Fulfillment date are the same date, within two
business days of fulfillment or waiver of the Suspensive Conditions
1.2 Suspensive Conditions
The provisions of the Agreement are subject to the fulfillment or waiver of
the following suspensive conditions by 31 January 2011 (or such later date
as the parties may agree to in writing):
1.2.1 ADC shall deliver to Jubilee a special resolution in terms of
section 228(1) of the Companies Act, endorsed by the Registrar of
Companies as having been registered in terms of the Companies Act
specifically approving and ratifying the Acquisition;
1.2.2 Jubilee shall have obtained exchange control approval from the
South African Reserve Bank; and
1.2.3 To the extent required, the constitutional document of Power Alt
shall have been amended in accordance with the Agreement.
1.2.4 The Parties shall, where it is within their respective power and
control to do so, use all of their respective reasonable
endeavours to procure the fulfillment of each of the Suspensive
Conditions.
If any Suspensive Condition is not fulfilled or waived, no Party shall have
any claim against the other Parties as a result of or in connection with
any such non-fulfillment or non-waiver (other than a claim for a breach by
a Party of any of its obligations under clause 2.2.9), and the Parties
indemnify one another accordingly.
1.3 THE OPTION
Astra has granted an irrevocable option to Jubilee in terms of which
Jubilee may require Astra, who shall then be obliged to do so, to sell 19%
of Power Alt`s issued share capital held by Astra subsequent to the
disposal of the Astra Sold Shares ("the Astra Option Shares) and the claims
("the Astra Option Claims") to the value of R3 562 475.50 held by Astra
subsequent to the disposal of the Astra Sold Shares.
Jubilee shall be entitled to exercise the Option at the exercise price
being R10 245 098.04 which is the sum of the Astra Option Claims and the
amount to be paid for the Astra Option Shares, and which will be escalated
by 15% per annum from the date which is the latest of the dates on which
the Agreement has been signed by each Party.
Should Jubilee exercise the Option, any such exercise shall be conditional
upon fulfillment of certain exercise conditions which means the procurement
of all regulatory consents or approval required to be obtained from any
regulatory authority including any other consents or approvals as may be
required such as shareholder approval or approval by any third party in
order to permit or enable the acquisition of the Astra Option Shares by
Jubilee ("the Exercise Options"). Jubilee shall also be required to deliver
a written notice to Astra specifying Jubilee`s intention to purchase the
Astra Option Shares and the Astra Option Claims on the terms and conditions
set out in such written notice ("the Option Notice") and upon the delivery
of the Option Notice and fulfillment of the Exercise Conditions, Jubilee
shall be obliged to pay the Exercise Price to Astra by Electronic fund
transfer of same day funds without any deduction or set-off whatsoever into
a bank account nominated by Astra and notified in writing to Jubilee.
2. THE BUSINESS OF POWER ALT
Power Alt`s sole asset is the 11 MW capacity gas-fired power generation
plant located on the site of Jubilee`s Middelburg smelting facility.
3. PURCHASE PRICE, ALLOCATION AND PAYMENT
The purchase price is R27 500 00.00 and shall be allocated as follows with
regards to the Sold Claim and the Sold Shares:
Investec R10 784 313.86;
Astra R11 323 529.41;and
ADC R5 392 156.90.
The Parties have agreed that Jubilee shall pay the purchase price within
two business days of the Fulfillment date. Against the payment of the
purchase price, each of the parties shall release their respective
documents of title to the Power Alt shares to Jubilee.
4.PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The table below reflects the unaudited pro forma financial effects of the
Acquisition and the Option. These have been prepared in terms of the
Listings Requirements of the JSE Limited, are for illustrative purposes
only and due to their nature, may not truly reflect Jubilee`s financial
position or results of operations. It has been assumed for purposes of the
pro forma financial effects that the acquisition took place with effect
from 1 July 2009 for income statement purposes and 30 June 2010 for balance
sheet purposes. The directors of Jubilee are responsible for the
preparation of the unaudited pro forma financial effects.
Effects per Jubilee Before1 After the Percentage After the Percentage
share acquisition change exercise of change
of a 51% the option
shareholding to purchase
2 an
additional
19%
shareholding
from Astra3
(Loss)/ earnings (1.35) (1.20) 11.1% (1.15) 14.48%
per share (pence)
Headline (loss)/ (1.35) (1.20) 11.1% (1.15) 14.48%
earnings per share
(pence)
Net asset value per 32.68 32.68 0.0% 32.68 0.0%
share (pence)
Tangible net asset 0.96 0.30 -68.8% 0.05 -94.8%
value per share
(pence)
Weighted average 164 164 916 0.0% 164 916 0.0%
shares in issue 916
(`000)
Shares in issue 254 254 463 0.0% 254 463 0.0%
(`000) 463
Notes:
1. The financial effects are indicative only and have been based on the
assumptions set out below. The Acquisition or the Option has been
accounted for in terms of the revised IFRS 3: Business Combinations,
as the expected effective date is after 1 July 2009, being the
effective date of the revised statement.
2. The "Before" financial information is based on Jubilee`s published
audited Annual Financial Statements for the year ended 30 June 2010.
The "After the Acquisition of a 51% interest in "Power Alt" assumes:
- Power Alt`s income statement, as extracted from the management
accounts of Power Alt for the year ended 30 June 2010, has been
aggregated with the income statement of Jubilee for the year ended 30
June 2010. The Power Alt income statement has been converted at GBP1 -
ZAR12.0462, being the average rate for the year ended 30 June 2010.
Power Alt`s management accounts do not represent a full year of
trading as operations only commenced on a ramp-up basis from August
2009;
- Power Alt`s balance sheet is based on the management accounts of
Power Alt for the year ended 30 June 2010 converted at GBP1 -
ZAR11.5334, being the closing rate at 30 June 2010;
- Payment of the consideration of ZAR27.5 million in cash, converted
GBP1 - ZAR11.5334, being the closing rate at 30 June 2010;
- For the purpose of determining the loss per share and headline loss
per share only, interest foregone on the cash component is calculated
based on the assumption that the cash would have invested at a return
of 0.5 per cent. per annum (being the average investment rate for the
period); and
- The tax effects of the above.
The "After the exercise of the Option to purchase an additional 19%
shareholding from Astra" assumes (in addition to the assumption in note 2
above):
Payment of the Option consideration of ZAR10.245 million in cash, converted
GBP1 - ZAR11.5334, being the closing rate at 30 June 2010
5. RATIONALE FOR THE ACQUISITION AND THE OPTION
The rationale for the Acquisition and the Option is that:
- It provides Jubilee`s subsidiary Jubilee Smelting and Refining (Pty) Ltd
control of an independent secure electricity supply;
- Jubilee will be able partially to offset the Middelburg site`s energy
costs, through its shareholding in Power Alt, which provides up to 70% of
total power requirement on site; and
Power Alt currently generates up to 11 MW but both a feasibility study and
site design for up to 29 MW of power has been done.
6. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Agreement is available for inspection at Cnr Witkoppen and
Waterford Place, Unit 8 Block B, 1st Floor, Stoney Ridge Office Park, Kleve
Hill Park, Paulshof 2068 for a period of 28 days from the date of this
announcement.
7. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements published
previously, the last of which was on 20 January 2011 and are advised that
as a full terms announcement together with financial effects has now been
published, caution is no longer required to be exercised by shareholders
when dealing in their shares
Johannesburg
26 January 2011
Sponsor
Sasfin Capital
Date: 26/01/2011 11:50:01 Produced by the JSE SENS Department.
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