| Fri 25 Feb 2011, 7:15 | | GDO / WWR - Gold One International / White Water Resources - Posting of |
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GDO WWR
GDO WWR
GDO / WWR - Gold One International / White Water Resources - Posting of
circular in respect of the acquisition and withdrawal of cautionary
announcement
GOLD ONE INTERNATIONAL LIMITED
Registered in Western Australia under the Corporations Act 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One")
WHITE WATER RESOURCES LIMITED
Incorporated in the Republic of South Africa
Registration number 1933/004523/06
Share code on the JSE: WWR
ISIN: ZAE000130712
("White Water Resources")
POSTING OF CIRCULAR IN RESPECT OF THE ACQUISITION BY WHITE WATER RESOURCES OF
THE DEEPER LEVEL ASSETS OF GOLD ONE AFRICA, TOGETHER WITH THE PLANT,
EQUIPMENT, EMPLOYEES AND SERVICE CONTRACTS RELATED THERETO, AND ALL MATTERS
RELATED TO THE ACQUISITION INCLUDING THE UNAUDITED PRO FORMA FINANCIAL
EFFECTS, AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT BY WHITE WATER RESOURCES
1 Introduction
Further to the joint announcements released by White Water Resources and Gold
One on 13 October 2010 and 12 November 2010, as well as the announcement
released by White Water Resources on 14 December 2010 relating to the
December Issue Of Shares For Cash, and using the terms defined in those
announcements unless otherwise stated, Gold One and White Water Resources
shareholders (collectively the "Shareholders") are advised that today,
Friday, 25 February 2011, White Water Resources posted to Shareholders a
circular containing details in respect of:
- the Acquisition;
- the Far East Gold SPV Transaction;
- the cancellation of the authorised White Water Resources "A" preference
shares and authorised White Water Resources "B" preference shares;
- the Consolidation;
- an increase in the authorised share capital of White Water Resources;
- a change of name of White Water Resources to Goliath Gold ("Change Of
Name");
- the issue of the Acquisition Shares;
- a change in control of White Water Resources;
- information relating to the Offer;
- a reconstitution of the board of directors of White Water Resources;
- amendments to the articles of association of White Water Resources;
- adoption of new articles of association for the subsidiaries of White
Water Resources;
- adoption of a share incentive scheme for Goliath Gold;
- a change in the year-end of White Water Resources;
- a change in auditors of White Water Resources; and
- a general authority to the board of White Water Resources to issue
shares for cash
(collectively the "Proposals"),
and incorporating
- a notice convening a general meeting of White Water Resources ordinary
shareholders to approve the Proposals("General Meeting");
- a form of proxy for use by White Water Resources certificated
shareholders and White Water Resources dematerialised shareholders with
"own name" registration only; and
- a form of surrender relating to the Change Of Name and for use by White
Water Resources certificated shareholders only
(hereinafter the "Acquisition Circular"),
together with revised listing particulars relating to the relisting of White
Water Resources under the new name Goliath Gold after implementation of all
the aforegoing Proposals ("Revised Listing Particulars"), as well as a
circular relating to the Offer that will result from the change in control of
White Water Resources ("Offer Circular").
2. Salient dates and times of the Transaction
2011
Posting of Acquisition Circular accompanied by Friday, 25 February
the Revised Listings Particulars and Offer
Circular to White Water Resources shareholders
Declaration data in respect of the Acquisition Friday, 25 February
released on SENS
Declaration data in respect of the Acquisition Monday, 28 February
published in the press
Last day to lodge forms of proxy in respect of Thursday, 17 March
the General Meeting by 10:00
General Meeting to be held at 10:00 Tuesday, 22 March
Results of General Meeting released on SENS Tuesday, 22 March
Results of General Meeting published in the Wednesday, 23 March
press on
SUBJECT TO THE REGISTRATION OF THE SPECIAL
RESOLUTIONS
Declaration data in respect of the Thursday, 28 April
Consolidation and Change Of Name released on
SENS
Declaration data in respect of the Friday, 29 April
Consolidation and Change Of Name published in
the press
Finalisation data in respect of the Friday, 6 May
Consolidation and Change Of Name released on
SENS
Finalisation data in respect of the Monday, 9 May
Consolidation and Change Of Name published in
the press
Last day to trade in the name of White Water Friday, 13 May
Resources (pre-Consolidation)
No share certificates in the name of White Friday, 13 May
Water Resources, may be dematerialised /
rematerialised after
Consolidated shares will trade in the new name Monday, 16 May
Goliath Gold with ISIN ZAE000154753and the JSE
share code GGM from
Consolidation and Change Of Name record date at Friday, 20 May
close of business
White Water Resources dematerialised Monday, 23 May
shareholders will have their accounts at their
Central Securities Depository Participant or
brokers updated
White Water Resources certificated shareholders Monday, 23 May
will have new certificates in the name of
Goliath Gold posted by registered post provided
their old share certificates have been
surrendered by 12:00 on (otherwise within five
business days after receipt of such old share
certificate)
SUBJECT TO THE FULFILMENT OR WAIVER, AS THE CASE MAY BE, OF THE REMAINING
CONDITIONS TO THE ACQUISITION
2011
Abridged Revised Listing Particulars First business day after fulfilment
released on SENS or waiver, as the case may, be of
the last condition precedent to the
Acquisition
Finalisation data in respect of the First business day after fulfilment
revised listing released on SENS or waiver, as the case may, be of
the last condition precedent to the
Acquisition
Abridged Revised Listing Particulars Second business day after
published in the press fulfilment or waiver, as the case
may be, of the last condition
precedent to the Acquisition
Revised listing of Goliath Gold on the Fifth business day after fulfilment
JSE or waiver, as the case may be, of
the last condition precedent to the
Acquistion
Notes:
1. No order to dematerialise or rematerialise existing White Water
Resources securities will be processed from the business day following
the last date to trade. Orders in the new name of White Water Resources
will again be processed from the first business day after the
Consolidation and Change of Name record date.
2 The White Water Resources certificated register will be closed between
the last day to trade and the Consolidation and Change of Name record
date.
3. Remaining Conditions
The Proposals are subject to the fulfillment or waiver, as the case may be,
of , inter alia, the following remaining conditions:
- The ancillary agreements to the Transaction becoming unconditional with
their terms, save for any condition therein that the Acquisition
Agreement becomes unconditional.
- White Water Resources using it best endeavours to ensure the
registration of each of White Water Resources and Far East Gold SPV as a
Vat vendor as defined in section 1 of the Value Added Tax Act, 1991.
- Micawber 400 (Pty) Limited ("Micawber"), Gold One`s current BEE partner,
consenting to the transfer of the Sub Nigel Mining Right and the
Spaarwater, Vlakfontein and West Vlakfontein Prospecting Rights from
Gold One Africa to White Water Resources.
- The parties to the WWWE Shareholders Agreement consenting
unconditionally in writing to the change in control of White Water
Resources pursuant to the implementation of the Acquisition Agreement,
and waiving any rights that they may have in terms of the WWWE
Shareholders Agreement arising from the change in control, including
(without limitation) any deemed offer by White Water Resources of its
shares in WWWE to the other shareholders of WWWE.
- The Parties receiving all necessary regulatory and third-party approvals
from the relevant regulatory bodies insofar as may be required,
including, inter alia, the South African Competition Commission, the
South African Reserve Bank, the DMR, the JSE, the ASX and the South
African Securities Regulation Panel.
- The Parties obtaining all necessary corporate approvals for the
execution of the Transaction, including, inter alia:
- Gold One and Gold One Africa shareholder approvals, if required.
- Gold One convertible bond holders` consent to the disposal by Gold
One Africa to White Water Resources of the Vlakfontein, West
Vlakfontein and Spaarwater prospecting rights should the Gold One
convertible bonds not have been redeemed prior to the conclusion of
the Transaction.
- White Water Resources shareholders voting at the General Meeting in
favour of the Proposals.
- The registration of the special resolutions relating to certain of the
Proposals.
4. Unaudited pro forma financial effects of White Water Resources
The unaudited pro forma financial effects of White Water Resources for the
six months ended 30 September 2010 have been prepared to show the impact of
the December Issue Of Shares For Cash, the Consolidation, the Acquisition and
the Far East Gold SPV Transaction as if these transactions had occurred on 1
April 2010, for purposes of adjusting the pro forma earnings and on 30
September 2010 for purposes of adjusting the pro forma net asset value. The
financial effects are presented for illustrative purposes only and because of
their nature may not fairly reflect White Water Resources` results or
financial position going forward.
The unaudited pro forma financial effects have been prepared using accounting
policies that are consistent with International Financial Reporting Standards
and with the basis on which the historical financial information has been
prepared in terms of the accounting policies adopted by White Water
Resources.
The current board of directors of White Water Resources is responsible for
the compilation, contents and presentation of the financial effects contained
in this announcement and for the financial information from which it has been
prepared. Their responsibility includes determining that: the unaudited pro
forma financial effects have been properly compiled on the basis stated; the
basis is consistent with the accounting policies of White Water Resources;
and the pro forma adjustments are appropriate for the purposes of the
unaudited pro forma financial effects disclosed in terms of the Listings
Requirements.
Unaudited Pro Forma Financial Effects
Before After After After(4) Percentage change
(1) Decembe the
r Issue Consoli-
Of dation(
Shares 3)
For
Cash(2)
A B C D B/A C/B D/C
Loss per share (0.9) (0.8) (7.5) (77.6) 11.1 (837.5) (934.7)
(cents)
Headline loss per (0.9) (0.7) (7.5) (77.6) 22.2 (971.4) (934.7)
share (cents)
Net asset value 6.4 8.7 86.9 68.5 35.9 898.9 (21.2)
per share (cents)
Net tangible 5.6 8.0 79.8 43.2 42.9 897.5 (45.9)
asset value per
share (cents)
Weighted average 370 547 424 629 42 463 147 355
number of shares
(`000)
Shares in issue 370 547 424 629 42 463 147 355
(`000)
Notes:
1 Based on the published unaudited financial information of White Water
Resources for the six months ended 30 September 2010.
2 Represents the unaudited pro forma financial position after the December
Issue Of Shares For Cash. It recognises the issue of 54 082 093 White
Water Resources shares at ZAR0.25 per share, resulting in a net cash
inflow of ZAR13.0 million after transaction costs of R0.5 million.
Transaction costs are set off against equity. No interest received
benefit is assumed for purposes of adjusting earnings as it is assumed
that the cash proceeds will be used for working capital.
3 Represents the unaudited pro forma financial position after the
Consolidation.
4 Represents the unaudited pro forma financial position after the
Acquisition and the Far East Gold SPV Transaction, which includes the
following:
- The Acquisition of the Megamine Business.
- The impact of the reverse acquisition of White Water Resources by Gold
One Africa (the current owner of the Megamine Business). The deemed
acquisition value of White Water Resources is ZAR106.2 million. Assets
of ZAR34.2 million and a deferred tax liability of ZAR9.6 million are
recognised in addition to assets and liabilities already reflected in
the financial information of White Water Resources, based on a
preliminary fair value calculation. The deemed acquisition value less
the net fair value of the assets and liabilities of White Water
Resources is ZAR44.6 million and is expensed and is once-off in nature.
- An IFRS 2: Share-based Payment charge of ZAR53.0 million as a result of
the shares held by Micawber in the Far East Gold SPV, that is accounted
for as share options and not as ordinary shares as a result of the
funding arrangement of the Far East Gold SPV Transaction.
- Estimated transaction costs associated with the transactions of ZAR8.0
million, which are once-off in nature. These costs comprise transaction
costs exclusive of Vat of ZAR6.0 million, Vat thereon of ZAR0.8 million,
should White Water Resources not be registered for Vat at the time the
transaction costs are paid, and ZAR1.2 million per the settlement
agreements, being the agreements concluded between White Water Resources
and each of W J Mann and S J Black on 11 November 2010 and 15 November
2010, respectively.
Detailed information relating to the preparation of the unaudited pro forma
financial effects is presented in Annexure 1 of the Acquisition Circular.
5. Withdrawal of cautionary announcement by White Water Resources
Further to the cautionary announcements by White Water Resources released on
SENS on 13 October 2010, 12 November 2010, 23 December 2010 and 4 February
2011, respectively, White Water Resources shareholders are advised that as
the Unaudited Pro Forma Financial Effects of the Transaction have been
announced they need not continue to exercise caution when dealing in White
Water Resources securities.
Jointly issued by Gold One and by White Water Resources.
25 February 2011
JSE Sponsor, Transaction Sponsor and Transaction Adviser
Macquarie First South Advisers (Pty) Limited
For further information contact:
GOLD ONE WHITE WATER RESOURCES
Neal Froneman Waron MannChief Executive
President and Chief Executive Officer Officer+27 21 700 4870
+27 11 726 1047 (office) (office)+27 79 497 1976
+27 83 628 0226 (mobile) (mobile)waron@wwrl.co.za
Carol Smith Steve Black
Investor Relations Financial Director
+27 11 726 1047 (office) +27 21 700 4859 (office)
+27 82 338 2228 (mobile) +27 79 524 8338 (mobile)
carol.smith@gold1.co.za steve@sbaccountants.co.za
Ilja Graulich
Investor Relations Manager
+27 11 726 1047 (office)
+27 83 604 0820 (mobile)
ilja.graulich@gold1.co.za
Derek Besier
Farrington National Sydney
+61 2 9332 4448 (office)
+61 421 768 224 (mobile)
derek.besier@farrington.com.au
On behalf of Gold One: On behalf of White Water Resources:
JSE Sponsor, Transaction Sponsor and JSE Sponsor and Corporate
Transaction Adviser:Macquarie First Adviser:Merchantec Capital
South Advisers (Pty) Limited Transaction SponsorMacquarie First
South Advisers (Pty) Limited
South African Legal Adviser:Edward Legal Adviser:Russell Turner
Nathan Sonnenbergs AttorneysDLA Cliffe Dekker Hofmeyr
Australian Legal CounselBlake Dawson Auditors ACT Solutions
Auditors and Reporting Reporting
AccountantsPricewaterhouseCoopers AccountantsPricewaterhouseCoopers
Inc Inc
Independent External AdviserJava
Capital (Pty) Limited
Competent Person SRK Consulting Competent PersonVenmyn
ParktownWebsite: www.gold1.co.za Cape TownWebsite: www.wwrl.co.za
Date: 25/02/2011 07:15:45 Produced by the JSE SENS Department.
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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.
