| Thu 18 Sep 2003, 14:19 | | Proposed Scheme Of Arrangement And Further |
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Mvelaphanda Resources Limited - Proposed Scheme Of Arrangement And Further
Cautionary Announcement
Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
Share code: MVL
ISIN: ZAE000037610
("Mvela Resources" or "the Company")
Proposed Scheme Of Arrangement And Further Cautionary Announcement
1. Introduction
In an announcement dated 10 June 2003, linked unit holders were advised
that an agreement in principle had been reached in terms of which, inter
alia, Mvela Resources will acquire a 15% beneficial interest in the South
African gold mining assets of Gold Fields Limited for a consideration of
R4.1 billion ("the proposed transaction").
To fund part of the above consideration, Mvela Resources will raise equity
capital on local and international capital markets by means of a specific
issue of ordinary shares for cash ("the equity placement"). The directors
have been advised by their international advisors that the retention of the
linked unit structure will materially prejudice the likelihood of a
successful international equity placement. In order to facilitate a
successful international equity placement, the directors have accordingly
concluded that it is necessary to simplify the Company"s capital structure.
Accordingly, Rand Merchant Bank is authorised to announce that Mvela
Resources will propose a scheme of arrangement in terms of section 311 of
the Companies Act No 61 of 1973, as amended ("Companies Act") between the
Company and its linked unit holders ("scheme members") recorded in the
register at 16:00 on Wednesday 22 October 2003 ("voting record date") in
their capacity as debenture holders ("the scheme"). If the scheme is
implemented, linked unit holders will effectively receive one ordinary
share for every one debenture held. The listing of the linked units on the
JSE will then terminate and be replaced with a listing of the Company"s
ordinary shares on the JSE.
In order to maintain the current number of listed instruments in issue,
Mvela Resources then proposes consolidating its ordinary share capital on a
two for one basis ("share consolidation").
The net effect of the scheme and the share consolidation will be that each
linked unit holder will hold one ordinary share for every one linked unit
held prior to the scheme ("the consolidated share").
2. Rationale
The object of the scheme is to restructure the capital of Mvela Resources
in a manner which facilitates the equity placement and so assists in
financing the proposed transaction.
3. Suspensive conditions
3.1 The scheme is conditional upon the fulfilment of the following
suspensive conditions by on or before 16:00 on Friday 7 November 2003:
3.1.1 approval and if applicable, registration of certain
resolutions to be proposed at a general meeting of
shareholders and at a meeting of debenture holders;
3.1.2 the scheme is approved by scheme members -
3.1.2.1 constituting a majority in number; and
3.1.2.2 representing 75% in value
of the scheme members present and voting either in person or
by proxy at a meeting convened to consider the scheme
("scheme meeting");
3.1.3 the Court sanctions the scheme; and
3.1.4 the Registrar registers a certified copy of the order of
Court sanctioning the scheme.
3.2 Mvela Resources shall be entitled, by way of announcement on SENS, to
extend the date by which all or any of the suspensive conditions are
required to be fulfilled, on one or more occasions, by up to sixty
days in the aggregate.
3.3 If the suspensive conditions are not fulfilled by Friday,
7 November 2003 (or later in accordance with paragraph 3.2 above), the
scheme will not take effect and will not become operative.
4. Financial effects
Set out below are the pro forma financial effects, after the implementation
of the scheme and the share consolidation. These financial effects have
been prepared for illustrative purposes to show the effect of the scheme
and the share consolidation on the financial position of Mvela Resources.
Before - After - Change
per per (%)
linked consolidat
unit 1 ed share
(cents) (cents)
Loss per linked unit / (90.31) (90.63)2 (0.4)
consolidated share
Headline loss per linked (97.25) (97.56)2 (0.3)
unit / consolidated share
Net asset value per linked 1 158.70 1 155.803 (0.3)
unit / consolidated share
Net tangible asset value per 970.99 968.103 (0.3)
linked unit / consolidated
share
Number of linked units / 68 970 68 970 613 -
consolidated shares in issue 613
Weighted average number of 66 597 66 597 487 -
linked units / consolidated 487
shares
Notes:
1. Extracted from the reviewed group interim results of Mvela Resources for
the six months ended 31 March 2003.
2. The effect on earnings and headline earnings per linked unit / consolidated
share is based on the following assumptions:
(a) the scheme was effective 1 October 2002;
(b) the reversal of the tax impact of the debenture interest of one cent
per linked unit paid to linked unit holders, which was announced on 28
March 2003; and
(c) the declaration of a dividend of one cent per new share to scheme
participants. No Secondary Taxation on Companies has been assumed
payable as the dividends accruing to Mvela Resources, on which
Secondary Taxation on Companies has been paid, exceeded the dividends
declared by Mvela Resources in the relevant dividend cycle.
3. The effect on net asset per share and net tangible asset value per share is
based on the following assumptions:
(a) the scheme was effective 31 March 2003;
(b) debentures were redeemed by scheme participants in consideration for
the redemption amount for each debenture of R11,50467, which was then
compulsorily utilised to settle the subscription price of R11,50467
per new share. The implementation of the scheme will result in scheme
participants receiving one new ordinary share for every one debenture
held. As part of the process, Mvela Resources will consolidate the
new ordinary shares and the ordinary shares remaining from the linked
unit so that for every ordinary share and new ordinary share, the
linked unit holder will have one consolidated share; and
(c) transaction costs of R2 million were written-off against Mvela
Resources" share premium account.
5. Scheme meeting
Application will be made to the High Court of South Africa on 23 September
2003 to grant leave to convene the scheme meeting, to be held at 10:00 on
Friday 24 October 2003 at the registered office of Mvela Resources, 1
Albury Park, South Wing, Magalieszicht Avenue, Dunkeld West, Johannesburg,
2196.
6. Salient dates and times
The table below sets out the salient dates of the scheme and the
consolidation.
2003
Last day to trade in order to vote at Wednesday 15 October
the scheme meeting
Record date to vote at the scheme Wednesday 22 October
meeting by 16:00 on
Last day for receipt of proxies for Wednesday 22 October
the general meeting of shareholders by
09:00 on
Last day for receipt of proxies for Thursday 23 October
the meeting of debenture holders by
09:20 on
Last day for receipt of proxies for Thursday 23 October
the scheme meeting by 09:40 on
General meeting of shareholders to be Friday 24 October
held at 09:00 on
Meeting of debenture holders to be Friday 24 October
held at the later of 09:20 and ten
minutes after the completion of the
general meeting of shareholders on
Scheme meeting to be held at the later Friday 24 October
of 09:40 and ten minutes after the
completion of the meeting of debenture
holders on
Results of scheme meeting published on Friday 24 October
SENS on
Results of scheme meeting published in Monday 27 October
the press on
Court hearing to sanction the scheme Tuesday 4 November
If the scheme is sanctioned:
Results of the scheme published on Tuesday 4 November
SENS on
Results of the scheme published in the Wednesday 5 November
press on
Last day to trade for linked unit Friday 14 November
holders to be entitled to receive the
scheme consideration on
Suspension of listing of the linked Monday 17 November
units at commencement of trading on
Commencement of trading of the Monday 17 November
ordinary shares
Record date on which linked unit Friday 21 November
holders are to be recorded in the
register in order to receive the
scheme consideration ("consideration
record date") by 16:00 on
Operative date of the scheme at the Monday 24 November
commencement of trading on
Consolidated share certificates posted Monday 24 November
to certificated scheme participants
(if linked unit documents of title are
received on or prior to the
consideration record date) on
or, failing receipt of linked unit
documents of title on or before the
consideration record date, within five
business days of receipt thereof by
the transfer secretaries.
Dematerialised scheme participants Monday 24 November
have their safe custody accounts held
at their CSDP or broker updated with
the relevant consolidated shares on
Termination of listing of the linked Monday 24 November
units on the JSE at the commencement
of trading on
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS.
2. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting,
no later than 10 minutes before the commencement of the scheme meeting.
3. Linked unit holders should note that as Mvela Resources is settling in the
STRATE environment, settlement for trade takes place 5 (five) business days
after such trade. Therefore linked unit holders who acquire linked units
after Wednesday 15 October 2003 will not be eligible to vote at the scheme
meeting.
4. No dematerialisation or rematerialisation of linked units may take place
after Friday 14 November 2003.
7. Undertakings
An undertaking to vote in respect of its holding of linked units at the
voting record date in favour of the scheme and in favour of the resolutions
to be proposed at the general meeting of shareholders and the meeting of
debenture holders has been received from the following linked unit holder:
Linked unit holder Number of linked Percentage of all
units held on the linked units as at
last practicable the last
date practicable date
(%)
Mvelaphanda
Holdings 36 462 441 52.9
(Proprietary)
Limited
8. Documentation
A circular providing full information on the scheme and incorporating a
notice of scheme meeting will be posted to linked unit holders on or about
Friday 26 September 2003.
9. Further cautionary
Further to the joint cautionary announcement on 5 September 2003 published
by Mvela Resources and Gold Fields, linked unit holders are advised that
proposed transaction still remains subject to a number of conditions
precedent and accordingly, linked unit holders are advised to continue to
exercise caution when dealing in the Company"s linked units until a further
announcement is made.
Johannesburg
18 September 2003
Merchant bank to Mvela Resources Attorneys to Mvela Resources for
RMB Corporate Finance the transaction
A division of FirstRand Bank Limited Werksmans Inc.
(Registration number 1929/001225/06) (Registration number
1990/007215/21)
Sponsor to Mvela Resources
PricewaterhouseCoopers Corporate
Finance (Proprietary) Limited
(Registration number 1970/003711/07)
Date: 18/09/2003 01:42:06 PM Produced by the JSE SENS Department
