| Tue 8 Feb 2011, 12:54 | | BAU - Bauba Platinum Limited - Voluntary suspension and resignation of a |
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BAU
BAU
BAU - Bauba Platinum Limited - Voluntary suspension and resignation of a
director and chief executive officer ("CEO") of the company and resignation of
sponsor
BAUBA PLATINUM LIMITED
(Formerly Absolute Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: BAU ISIN No: ZAE000145686
("Bauba Platinum" or "Company")
VOLUNTARY SUSPENSION AND RESIGNATION OF A DIRECTOR AND CHIEF EXECUTIVE OFFICER
("CEO") OF THE COMPANY AND RESIGNATION OF SPONSOR
VOLUNTARY SUSPENSION
Bauba shareholders ("Shareholders") are referred to the announcement published
on 17 December 2010 ("Announcement") in which Shareholders were advised that
the Company had received written notice on 15 December 2010, issued on behalf
of the vendors ("the Vendors") that were party to the reverse listing of the
Company`s various platinum interests ("the Reverse Listing"), alleging that
the Reverse Listing had not become unconditional, allegedly as a consequence
of a suspensive condition not having been fulfilled within the stipulated
period pertaining thereto.
Shareholders were further informed in the Announcement that the Vendors and
Bauba Platinum entered into a written memorandum of understanding ("MOU") in
terms of which the Vendors agreed to reinstate the Reverse Listing ("the Re-
instatement Agreement"), subject to the following terms and conditions:
- Bauba Platinum securing new equity subscriptions, in an amount of R7.5
million at an issue price of R2.25 per new Bauba Platinum share ("New
Issue") to be implemented upon the Re-instatement Agreement becoming
unconditional (save for any condition relating to the implementation of
the New Issue);
- the subscription funds pertaining to the New Issue ("Subscription Funds")
shall be held in trust until such time as the Reinstatement Agreement
became unconditional; and
- the New Issue shall be conditional upon receipt of the necessary
regulatory and shareholder approvals.
Despite the Company having received written confirmation from subscribers to
the New Issue that the R7.5 million Subscription Funds had been deposited into
a trust account at the Company`s attorneys, the Company has been unable to
reach agreement with the Vendors in entering into and implementing the Re-
instatement Agreement on materially the same terms and conditions as contained
in the MOU.
As a consequence of the above, one of the subscribers to the New Issue has
issued a withdrawal request in terms of its portion of the Subscription Funds
held in trust account by the Company`s attorneys, which notice may lead to a
further withdrawal of the Subscription Funds pertaining to the New Issue.
Due to these developments and as Bauba may no longer meet the criteria for a
continued listing should the Reinstatement Agreement not be implemented,
Shareholders are hereby advised that the board of directors of the Company
("the Board") has made an application to the JSE Limited ("JSE"), requesting
the voluntary suspension of the Company`s listing on the JSE, with immediate
effect, whilst the Company evaluates its various alternatives.
The Board will make a public announcement as soon as it has considered the
various alternatives available to the Company.
RESIGNATION OF DIRECTOR AND CEO AND SPONSOR
In accordance with paragraph 3.59 of the JSE Listings Requirements,
Shareholders are advised of the resignation of Mr Pine Pienaar as a director
and CEO of the Company with effect from 7 February 2011, as well as that of
Bauba`s sponsor.
Johannesburg
8 February 2011
Date: 08/02/2011 12:54:15 Produced by the JSE SENS Department.
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