| Tue 16 Jul 2002, 0:00 | | Petra Mining Limited - Disposal By Petmin Of Its G |
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PETRA MINING LIMITED - DISPOSAL BY PETMIN OF ITS GOLD MINING ASSETS AND FURTHER
CAUTIONARY
PETRA MINING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1972/001062/06)
Share Code: PET
ISIN: ZAE 000010237
("Petmin" or "the company")
Disposal by Petmin of its gold mining assets and further cautionary
1. INTRODUCTION
Further to the cautionary announcement dated 20 June 2002, Riverbank Corporate
Finance Limited is authorised to announce that Petmin`s board of directors have
received and have accepted, subject to the conditions precedent, as detailed
below, an offer from Chimera Mines and Minerals Corporation Limited (a company
registered in the Cayman Islands and subsidiary of Canadian TSX listed EAGC
Ventures Inc) ("the Purchaser") to acquire the total issued share capital of,
and all loan accounts against Petmin`s subsidiary Petrex (Proprietary) Limited
("Petrex"), the holding company of all of Petmin`s mining assets and operations
on the following salient terms:
- ex special dividend in respect of a R12 000 000 (or 15 cents per Petmin share)
cash dividend to be paid on 2 September 2002, as per the special dividend
announcement made today;
- for a cash consideration of US$66 666 667; and
- the assumption of Petmin`s obligations in respect of the current gold hedging
arrangement.
2. BACKGROUND ON PETMIN
Petmin is a gold mining company listed on the JSE Securities Exchange, South
Africa. Its main business is the mining of ore and the extraction of gold
therefrom on the East Rand in the Gauteng Province of South Africa. The
operations are carried out by subsidiaries of Petrex and include:
2.1. Nigel Gold Mining Company (Pty) Ltd ("Nigel")
- Marievale 2 Shaft;
- Springs Daggafontein 1 Shaft incorporating Vogelstruisbult;
- Metallurgical Plant;
- Skukuza Project (4 open cast pits);
2.2. Grootvlei Proprietary Mines Limited ("Grootvlei")
- Grootvlei 1, 4, 6 and 8 Shafts;
- Grootvlei 3 Shaft (dedicated to pump and treat underground water); and
2.3. Consolidated Modderfontein Mines Limited ("Cons Modder")
- Consolidated Modderfontein 9 and 14 Shafts.
3. RATIONALE FOR THE DISPOSAL
Petmin`s directors` ultimate goal is to create and unlock shareholder value. The
directors are of the opinion that this transaction will achieve their stated
goal.
The company will be deemed a cash company, and further details will be made
available to shareholders in the circular referred to below.
4. DISPOSAL CONSIDERATION
The purchase price payable to Petmin is US$66 666 667 which, at an exchange rate
of 10,15 is equivalent to
R676 666 670. The purchase price shall be payable in cash on closing. It is
expected that the closing date of the transaction will be on or before 30 August
2002, but in any event by no later than 30 September 2002.
5. FINANCIAL EFFECTS
The pro forma financial effects on the headline earnings, attributable earnings,
net asset value and tangible net asset value per Petmin ordinary share, before
and after this transaction are set out below:
Notes Before After Change (%)
Number of shares in issue 80 000 000 80 000 000 0,00
Headline earnings per share (cents) 1 36,84 46,40 25,94
Attributable earnings per
share (cents) 1 36,84 720,47 1 855,68
Net asset value per share (cents) 2 212,81 818,96 284,84
Tangible net asset value per
share (cents) 2 212,81 818,96 284,84
Notes:
The before column represents the actual reported unaudited financial information
for the 9 month period from 1 July 2001 to 31 March 2002. The after column
represents the effect on income going forward and the financial position for the
same period had the transaction been effected on 1 July 2001 and 31 March 2002,
respectively.
1. The after column assumes that the funds received, including the special
dividend, had been invested at 11% per annum, being the average rate on the RSA
150 bond for the period. The interest rate used to calculate interest earned has
been adjusted to 9 months and a tax rate of 30% is assumed.
2. The after column does not include a provision for capital gains tax as this
calculation can only be made on the closing date of the transaction.
3. The Rand: US Dollar exchange rate used is US $1,00 = R10,15.
6. CONDITIONS PRECEDENT
The agreement is subject to the fulfillment of, inter alia, the following
suspensive conditions:
- Regulatory approvals by the Competition Commission and the JSE and all other
regulatory approvals that may be required;
- Approval by the shareholders of Petmin in general meeting. Shareholders
representing in excess of 50% of Petmin`s total issued shares have given
irrevocable undertakings to vote in favour of the transaction in general
meeting; and
- The Purchaser procuring satisfactory financing arrangements and providing
written confirmation of a satisfactory due diligence investigation.
7. CIRCULAR TO SHAREHOLDERS
A circular to shareholders containing full details of the disposal and convening
a special general meeting of shareholders to vote on the transaction will be
posted within 28 days of this announcement.
8. FURTHER CAUTIONARY
Shareholders are advised to exercise caution in dealing in their securities
until a further announcement is made.
Pretoria
15 July 2002
Corporate Advisor
River
RiverBank Corporate Finance Limited
Registration Number 28574
Lead Sponsor
River
RiverBank Sponsor Services (Pty) Ltd
Registration Number 2000/025913/07
Joint Sponsor
BOE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg No. 1995/012240/07
Independent Advisor
Boe Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Reporting Accountant
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration No. 1970/003711/07)
Date: 16/07/2002 07:48:35 AM Produced by the JSE SENS Department
