|
GILBOA PROPERTIES LIMITED
(Registration number 1986/004649/06)
Share Code: GLB ISIN No. ZAE000010286
("Gilboa")
SPECIFIC ISSUE OF SHARES FOR CASH
CHANGE IN CONTROL
CHANGE OF NAME
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Introduction
Further to the cautionary announcement published on 31 October 2002,
shareholders are advised that Gilboa has reached agreement with Ifa LeSizwe
Investments (Pty) Limited ("Ifa LeSizwe") whereby Ifa LeSizwe will invest R50
000 000 into Gilboa by subscribing for 500 000 000 new Gilboa shares to be
issued at 10 cents per share ("the specific issue").
Ifa LeSizwe will hold approximately 59% of the issued share capital of Gilboa,
resulting in a change in control of Gilboa in terms of the Rules of the
Securities Regulation Panel ("the SRP").
It is also proposed that Gilboa change its name in order to more accurately
reflect its nature of business.
Rationale for the specific issue
Gilboa holds the sole right to mine diamonds from concessions 8a, 9a and 8b,
known as the Namagroen Concessions on the west coast of South Africa. Gilboa,
via its wholly owned subsidiary, Industrotech Holdings Limited, was granted
these exclusive rights by Namagroen Prospecting and Investments (Pty) Limited
("Namagroen"). Namagroen holds two Mining Licenses (ML31/94 and ML32/94 over
concessions 8a and 9a respectively) and a Prospecting License for concession 8b.
The funds raised by the specific issue will provide Gilboa with the resources to
mine the Namagroen concessions.
The simultaneous introduction of an empowerment controlling shareholder will
also enhance Gilboa`s prospects when tendering for additional concessions.
Background to Ifa LeSizwe
Ifa LeSizwe is a black owned holding company which seeks to negotiate and work
together with mining, petroleum and energy companies that will accept and
encourage participation of Ifa LeSizwe at both ownership and management levels.
One of Ifa LeSizwe`s subsidiaries, Petro-Energy South (Pty) Ltd is registered
with the Central Energy Fund and holds a Schedule C licence to import,
distribute and market oil, petrol and diesel products locally and
internationally.
Suspensive Conditions
The specific issue is subject to the following suspensive conditions:
* The finalisation of a formal agreement;
* The approval of the necessary regulatory authorities including, inter alia,
the JSE and the SRP;
* The approval by Gilboa shareholders in General Meeting to:
- An increase in the authorised share capital of Gilboa to create sufficient
unissued share capital to effect the specific issue and the loan conversion
referred to below;
- The specific issue;
- The current shareholders and directors loans (of approximately R6.5 million)
as at the date of approval being converted to ordinary shares at 10 cents per
share;
- The waiver of shareholders rights to a mandatory offer of 10 cents per share
in terms of Rule 8 of the SRP Code on Takeovers and Mergers;
- The change in name of Gilboa to a name that will more suitably reflect
Gilboa`s current and future business activities; and
- The reconstitution of the Board of Directors of Gilboa.
Financial Effects
The table below sets out the pro forma financial effects of the proposed
transaction on Gilboa`s earnings and net asset value for the year ended 30 June
2002.
Notes Before the After the Change
transaction transaction %
(cents) (cents)
Earnings /(loss) per 2 (5.76) (1.11) 80.9
share
Headline 2 (4.38) (0.70) 84.0
earnings/(loss) per
share
Net asset value per 3 0.42 7.37 1654.8
share
Tangible net asset 3 (2.21) 6.49 >100
value per share
Notes:
1. The figures in the "Before the transactions" column are extracted from the
audited results of Gilboa for the year ended 30 June 2002.
2. The earnings per share and headline earnings per share in the "After the
transactions" column were calculated on the assumption that:
a. the shares were issued, the loans converted and the cash received on 1 July
2001;
b. the cash was utilised to reduce current debt to zero with the balance of
the cash earning interest before and after tax of 10% per annum.
3. The net asset value per share and tangible net asset value per share in the
"After the transactions" column were calculated on the assumption that the
transaction was effective on 30 June 2002.
General meeting and documentation
A general meeting of Gilboa shareholders will be convened for the purposes of
considering, and if deemed fit, approving the resolutions necessary to effect
the specific issue and the associated issues. A circular, which will have been
approved by the regulatory authorities, containing full details of the proposed
transaction and the general meeting will be posted to shareholders in due
course.
Withdrawal of cautionary announcement
Shareholders are advised that this announcement details the transaction which
was the subject of the previous cautionary announcement.
The cautionary announcement is accordingly withdrawn.
Pretoria
30 December 2002
Sponsor Auditors and Reporting Accountants
Sasfin Bank Limited KPMG Inc.
Date: 31/12/2002 08:38:00 AM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
