| Tue 22 Mar 2011, 13:18 | | BAU - Bauba Platinum Limited - Lifting of voluntary suspension of trading of |
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BAU
BAU
BAU - Bauba Platinum Limited - Lifting of voluntary suspension of trading of
Bauba shares on JSE Limited, withdrawal of cautionary announcement, appointment
of acting CEO and appointment of a director
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" or "the Company")
LIFTING OF VOLUNTARY SUSPENSION OF TRADING OF BAUBA SHARES ON JSE LIMITED,
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT, APPOINTMENT OF ACTING CEO AND APPOINTMENT
OF A DIRECTOR
Bauba is pleased to inform its shareholders that the JSE Limited ("the JSE")
will be lifting the Company`s suspension of trading in the Company`s shares with
immediate effect.
The Company published an announcement on 17 December 2010 in which shareholders
were advised that Bauba had received a written notice on 15 December 2010 from
the vendors ("the Vendors") that were party to the establishment of the Company
in its current form through a reverse listing ("the Reverse Listing"). The
notice alleged that the Asset for Shares Agreement relating to the Reverse
Listing ("Asset for Shares Agreement" had not become unconditional because of a
suspensive condition not having been fulfilled within the stipulated period as
was required. Shareholders were further advised that the Company and the Vendors
had entered into a memorandum of understanding ("MOU")to re-instate the Asset
for Shares Agreement.
Bauba shareholders were notified on 8 February 2011 that the Company had not
been able to reach agreement with the Vendors on entering into and implementing
the Reinstatement Agreement on materially the same terms and conditions as
contained in the MOU. The Company therefore requested a voluntary suspension of
trading in its shares on the JSE.
The Company and the Vendors have now reached agreement on the terms and
conditions and the implementation of a Reinstatement Agreement.
The Company has raised R8.0 million in cash and has secured a credit facility of
R3.0 million as contemplated in the Reinstatement Agreement. The cash investment
will be made at R2.25 per share.
The conditions precedent to the Reinstatement Agreement include:
1 the R8 million raised is placed in the trust account of Cliffe Dekker
Hofmeyr Inc ("CDH") and CDH receives irrevocable and unconditional
instructions to invest the funds in accordance with either subscription
agreements or convertible loan agreements as contemplated in the
Reinstatement Agreement; and
2 an addendum to the Calulo Loan Agreement, as contemplated in the original
circular to shareholders dated 17 May 2010 ("the Circular") is entered into
to the effect that Calulo will provide a R 3 million credit facility to the
company.
These conditions have to be fulfilled on or before 25 March 2011.
Once the Reinstatement Agreement becomes unconditional, the Assets for Shares
transaction will, to the extent necessary, be reinstated and be of full force
and effect. The Reinstatement Agreement will not change the basis on which the
shareholders voted at the General Meeting held on the 7 June 2010.
Jonathan Best, Bauba Platinum Chairman, commented: "We are happy that all
parties have been able to reach agreement and finalise the Reinstatement
Agreement and, with this issue now behind us, the Company can move ahead
decisively to develop the Bauba Project. The Company plans to complete the
logging and assaying of core recovered from the last boreholes drilled and will
update shareholders as soon as those results become available."
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcements dated 17 December 2010
and 8 February 2011 respectively, and are advised that, as the contents referred
to therein have ceased to have any relevance or effect on the Company,
shareholders are no longer required to exercise caution when dealing in their
securities.
APPOINTMENT OF ACTING CHIEF EXECUTIVE OFFICER
In accordance with paragraph 3.59 of the JSE`s Listings Requirements,
shareholders are advised that Mr. Grant Pitt has been appointed as Acting Chief
Executive Officer and a director of the Board with immediate effect.
Grant is a Mining Engineer with 26 years` experience in the industry and has
been with Bauba for six months. He has worked closely with the Board of
Directors in order to resolve the recent challenges faced by the Company.
"We are grateful that Grant has agreed to step into this position and we are
confident that we can continue with our exploration programme as planned," said
Jonathan Best.
APPOINTMENT OF DIRECTOR
The board is pleased to announce the appointment of Dr. Mathews Phosa to the
Board on fulfilment of the conditions precedent to the Reinstatement Agreement
Johannesburg
22 March 2011
Sponsor
Arcay Client Support (Proprietary) Limited
Date: 22/03/2011 13:18:00 Produced by the JSE SENS Department.
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