| Wed 20 Jun 2012, 9:06 | | MML - Metmar Limited - Further announcement regarding the general issue of |
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MML
MML
MML - Metmar Limited - Further announcement regarding the general issue of
shares for cash, cautionary announcement and further announcement regarding
related party transactions
METMAR LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/007269/06)
Share code: MML
ISIN code: ZAE000078747
("Metmar" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE GENERAL ISSUE OF SHARES FOR CASH, THE
SPECIFIC ISSUE OF SHARES FOR CASH, THE ACQUISITION OF AN INTEREST IN THE FULENI
ANTHRACITE PROJECT ("THE TRANSACTION"), CAUTIONARY ANNOUNCEMENT AND FURTHER
ANNOUNCEMENT REGARDING RELATED PARTY TRANSACTIONS ENTERED INTO BY METMAR
Metmar shareholders ("Shareholders") are referred to the announcement published
by the Company on 7 June 2012 and 8 June 2012 on the Securities Exchange News
Service and in the press, respectively, ("the Announcement") which sets out
details of the Transaction and are advised that the unaudited pro forma
financial effects of Phase 1 of the Transaction ("Financial Effects") on
Metmar`s basic earnings per share ("EPS"), headline earnings per share ("HEPS"),
net asset value per share ("NAVPS") and net tangible asset value per share
("NTAVPS") are set out below. Terms defined in the Announcement bear the same
meaning herein unless otherwise stated.
FINANCIAL EFFECTS
The Financial Effects as set out below have been prepared for illustrative
purposes only, to assist Shareholders in assessing the impact of Phase 1 on
Metmar`s EPS, HEPS, NAVPS and NTAVPS.
These Financial Effects have been disclosed in terms of the JSE Limited Listings
Requirements and, because of their nature, may not fairly present Metmar`s
financial position, changes in equity, results of operations or cash flows after
Phase 1. The Financial Effects are the responsibility of the directors of
Metmar.
Before Phase After Phase 1 Change (%)
1 (3)
(1)
EPS (cents) 34.5 29.3(4) (15.1)
HEPS (cents) 34.1 28.9(4) (15.2)
NAVPS (cents) 277.5 277.7 0.1
NTAVPS (cents) 210.8 219.7 4.2
Weighted average number of shares in 232 440 480 267 306 552 15.0
issue during the Period
Shares in issue at 29 February 2012 232 440 480 267 306 552 15.0
Notes:
1 Based on Metmar`s audited results for the year ended 29 February 2012 ("the
Period").
2 The Financial Effects are based on the assumption that Phase 1 took place
on 1 March 2011 for statement of comprehensive income purposes and 29
February 2012 for statement of financial position purposes.
3 After taking into account the issue of 34 866 072 new ordinary shares ("New
Shares") at R2.85 per ordinary share. The proceeds from the issue of the
New Shares is R97.4m after transaction costs in respect of Phase 1 ("Net
Proceeds").
4 After taking into account that the Net Proceeds will be used to fund
certain core metals and minerals projects.
.
CONDITIONS PRECEDENT
Phase 2 of the Transaction is still subject to the fulfilment of the conditions
precedent referred to in the Announcement.
CAUTIONARY ANNOUNCEMENT
Further to the publication of the Financial Effects, the cautionary statement as
set out in the Announcement remains in place until a further announcement
containing the pro forma financial effects of Phase 2 has been published.
RELATED PARTY TRANSACTIONS
Shareholders are referred to the terms announcement published on the Securities
Exchange News Service ("SENS") on 28 February 2012 ("Terms Announcement") in
respect of various related party transactions ("Transactions") entered into by
Metmar, being:
* the purchase of an additional 20% equity interest in each of Metmar
Industrial (Proprietary) Limited ("MI") and Gubha Resources (Proprietary)
Limited ("Gubha") ("MI/Gubha Transaction");
* the purchase of the remaining 20% equity interest in MI ("MI Transaction");
and
* the purchase of the remaining 20% equity interest in Eastern Belt Chrome
Mines (Proprietary) Limited ("EBCM Transaction").
Metmar has appointed BDO Corporate Finance (Proprietary) Limited ("BDO") as
independent expert regarding the Transactions and BDO has determined that the
terms and conditions of each of the Transactions is fair to Shareholders.
The fairness opinion provided by BDO for each of the Transactions will lie open
for inspection for 28 days from the date of this announcement at Metmar`s
registered office, being 24 Sloane Street, Bryanston, Sandton, 2191.
Johannesburg
20 June 2012
Transaction Sponsor and Sponsor
One Capital
Independent Expert
BDO Corporate Finance (Pty) Ltd
Date: 20/06/2012 09:06:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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.
