| Tue 20 Dec 2011, 17:30 | | SEP - Sephaku Holdings Limited - The distribution of shares in Sephaku Fluoride |
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SEP
SEP
SEP - Sephaku Holdings Limited - The distribution of shares in Sephaku Fluoride
Limited ("Sephaku Fluoride") to Sephaku Holdings shareholders and cautionary
announcement
Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
ISIN: ZAE000138459
("Sephaku Holdings" or "the company")
The distribution of shares in Sephaku Fluoride Limited ("Sephaku Fluoride") to
Sephaku Holdings shareholders and cautionary announcement
1 Introduction
In September 2010, a circular was sent to shareholders relating to the
equity and debt financing of Sephaku Holdings` Cement Project and the
restructuring of the Sephaku Holdings group of companies ("Sephaku Group"
or "the Group") through the disposal of all of its mineral rights, except
those relating to cement and fluorspar, to Incubex Limited ("Incubex"),
subject to the approval of the Department of Mineral Resources, and the
distribution of all the issued shares in Incubex to shareholders as a
dividend in specie.
As set out in that circular and in the terms announcement dated 25 August
2010, in the interests of both existing shareholders and new investors, the
board has resolved to further re-organise the assets of the Sephaku Group
in order to present a more defined and focused investment opportunity to
the market.
The Sephaku Group currently holds two principal assets - a 100% interest in
Sephaku Fluoride and a 36% interest in Sephaku Cement - as well as a 26%
interest in Africa Nickel. The board is now proposing to distribute the
shares in Sephaku Fluoride to Sephaku Holdings shareholders ("the Sephaku
Fluoride distribution").
2 The Sephaku Fluoride distribution
Sephaku Fluoride`s principal asset is the fluorspar project held by its
wholly owned subsidiary, Nokeng Fluorspar (Pty) Limited ("the Nokeng
Fluorspar Project"). The Nokeng Fluorspar Project will, once developed,
comprise a fluorspar mine, concentrator plant and associated infrastructure
and services. The Sephaku Fluoride board also intends to develop a
downstream beneficiation production facility - consisting of a hydrogen
fluoride plant and an aluminium fluoride plant.
The board is proposing to distribute, as a dividend in specie, all of the
issued shares in Sephaku Fluoride to shareholders registered as such on the
Sephaku Fluoride distribution record date in the ratio of 1 Sephaku
Fluoride share for every 1 Sephaku Holdings share held. The precise value
of the Sephaku Fluoride shares to be distributed has not yet been
determined as certain Group restructuring processes are still to be
implemented.
Shareholders should note that it is the intention of the Sephaku Fluoride
board, subject to the approval of the JSE Limited ("the JSE"), to list
Sephaku Fluoride on the JSE within 12 months of the Sephaku Fluoride
distribution.
3 Conditions precedent and effective dates
The implementation of the Sephaku Fluoride distribution is conditional
upon, inter alia:
* the approval of all relevant regulatory bodies including the JSE; and
* shareholder approval of the resolutions relating to the Sephaku
Fluoride distribution.
The effective dates for the Sephaku Fluoride distribution will be released
as soon as possible.
4 Shareholder approval required
The Sephaku Fluoride distribution is classified by the JSE as a Category 1
transaction and, accordingly, is subject to approval by shareholders.
5 Documentation
A circular setting out further details of the Sephaku Fluoride distribution
and containing a notice convening a general meeting to consider and vote on
resolutions relating to, inter alia, the Sephaku Fluoride distribution will
be posted to shareholders as soon as possible.
6 Cautionary announcement
Shareholders are advised that, until full information can be provided
relating to the financial effects of the Sephaku Fluoride distribution, and
the final dates therefore are released, they should exercise caution when
dealing in Sephaku Holdings shares.
Pretoria
20 December 2011
Sponsor and transaction adviser
QuestCo
Date: 20/12/2011 17:30:01 Produced by the JSE SENS Department.
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