| Wed 18 Dec 2002, 17:07 | | Petra - Cautionary Announcement |
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Petra - Cautionary Announcement
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")
Cautionary announcement
Proposed reduction in share premium account and payment to shareholders
1. INTRODUCTION
Shareholders are advised that the Petmin Board of Directors has decided, subject
to the approval of the Petmin shareholders in a general meeting, to reduce the
Company`s share premium account in terms of section 90 of the Companies Act,
1973, as amended, and to make a payment of 126,5 cents per share to its
shareholders.
2. BACKGROUND ON THE PAYMENT TO SHAREHOLDERS
On 30 September 2002, Petmin finalised the sale of Petrex (Proprietary) Limited
("Petrex") for US$66 666 667 in cash to EAGC Venture Corporation, a company
listed on the TSX Venture Exchange in Toronto. Subsequent to this sale, Petmin
was deemed a cash company and its listing on the JSE Securities Exchange South
Africa lists was transferred to the "Industrial Sector - Specialty and other
Finance" sub sector "Other Financial" on 31 October 2002.
On 5 November 2002 the Board of Directors of Petmin declared a special dividend
of 575 cents per share out of the proceeds of the sale of Petrex which was paid
on Monday 2 December 2002, leaving approximately R118,0 million in cash reserves
in the Company. The Board now considers this cash excessive to the needs of the
Company and intend, subject to shareholder approval, to reduce the share premium
account of the Company by R101 200 000 and to pay the proceeds to shareholders.
Following this payment to shareholders, Petmin will have sufficient cash to meet
its operational and working capital requirements for the next 12 months, or
until such time as new assets are introduced into the Company.
3. FINANCIAL EFFECTS
Taking into account the effect of the sale of Petrex together with the
associated costs, the special dividend paid to shareholders together with the
associated STC and the proposed reduction in share premium and payment to
shareholders, 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 payment are set out below:
Notes Before After Change (%)
Number of shares in 80 000 000 80 000 000 0,00
issue
Headline 1 43,63 (82,15) (288,32)
earnings/(loss) per
share (cents)
Attributable 1 43,54 575,03 1 220,65
earnings per share
(cents)
Net asset value per 2 220,15 20,18 (90,83)
share (cents)
Tangible net asset 2 220,15 20,18 (90,83)
value per share
(cents)
Notes:
1. The before column represents the actual reported audited financial
information for the 12 months ended 30 June 2002. The after column represents
the pro forma effect on income taking into account a dividend received from
Petrex and declared by Petmin of 15 cents per share on 15 July 2002, the effects
of the sale of Petrex on 30 September 2002 and the cost associated with the
reduction in share premium account and payment to shareholders as proposed in
this announcement on the assumption that all these actions occurred on 1 July
2001.
2. The before column represents the actual reported audited net asset value of
Petmin as at 30 June 2002. The after column represents the pro forma effect on
the net asset value of Petmin taking into account the sale of Petrex on 30
September 2002, the effects of the special dividend of 575 cents per share
declared to shareholders on 5 November 2002 and the reduction in share premium
account and payment to shareholders as proposed in this announcement on the
assumption that all these actions occurred on 30 June 2002.
4. CIRCULAR TO SHAREHOLDERS
In terms of the JSE Securities Exchange Listings Requirements, a circular
regarding the reduction in the share premium account and the payment to
shareholders will be dispatched within 28 days of this announcement. The
circular will, inter alia, call a general meeting of the Company to consider
and, if deemed fit, to approve the reduction in share premium and the payment to
shareholders.
Should the shareholders approve the payment to shareholders at the general
meeting, it is anticipated that the payment to shareholders will total
approximately 126,5 cents per share payable on or about Monday, 10 February
2003.
5. CAUTIONARY TO SHAREHOLDERS
The proposed payment to shareholders may have a material effect on the price at
which the Company`s securities trade. Accordingly shareholders are advised to
exercise caution when dealing in the Company`s securities.
Pretoria
17 December 2002
Lead Sponsor and Corporate Advisor
River Group
Joint Sponsor
BOE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Reporting Accountant
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Date: 18/12/2002 05:00:00 PM Produced by the JSE SENS Department
