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ZENITH CONCESSIONS LIMITED -
Zenith Concessions Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/009012/06)
Share code: ZNT ISIN: ZAE000009064
("Zenith" or "the company")
PROGRESS REPORT AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the detailed cautionary announcement, dated 3
September 2003, regarding the reverse acquisition by Zenith of Jigmining
(Proprietary) Limited ("Jigmining"), a company focused on the profitable
recovery of commodities from discard dumps through the manufacturing and leasing
of its double pulse action ("DPA") Jigs. The beneficiation of discard coal to
power station quality saleable coal is an immediate primary market with 8 DPA
Jig units currently in operation and a further 6 units have been built and will
be commissioned during November 2003.
2. Progress on fulfillment of conditions precedent
Radagast Capital has been authorised to announce the following progress on the
fulfillment of the conditions precedent:
Reciprocal due diligence investigations have been completed to the satisfaction
of both parties save for verification of the warranted net asset value of
Zenith, with corporate restructuring specialists and current controlling
shareholder, Gandalf Trust, agreeing to warrant all contingent liabilities
against Zenith arising prior to the effective date of, and subject to the
successful implementation of, the acquisition.
Negotiations for the establishment of a R15 million funding agreement to finance
the future expansion of Jigmining are progressing satisfactorily, with interim
funding being provided by the vendors of Jigmining. It was agreed that the
suspensive condition pertaining to the establishment of the R15 million facility
would be changed to a resolutive condition providing that should the funding not
be established by 15 November 2003, the agreement shall terminate. The parties
agreed to this change to allow for implementation of the agreement and drafting
of the necessary documentation to continue.
The date for the fulfillment of the conditions precedent was extended by
agreement until 28 February 2004.
The acquisition remains subject to regulatory and shareholder approval as
detailed in the announcement of 3 September 2003.
3. Financial effects of the acquisition
The financial effects of the acquisition, including a profit forecast, will be
announced as soon as the net asset value of Zenith has been warranted and the
funding agreement referred to in paragraph 2 has been concluded.
4. Comment on legal action
The directors wish to advise shareholders of a recent decision by the Supreme
Court of Appeal on a technical legal issue (regarding the period of prescription
of a debt arising from a bill of exchange, in this case a cheque), in terms of
which the company was ordered to pay the costs of Counsel and the matter was
remitted to the High Court for adjudication on the merits of the claim. Legal
opinion has been obtained and confirmed the company"s strong case. Shareholders
are, however, advised that any claim against the company or cost incurred by it
in defending such claim will be covered by the Gandalf Trust warranty referred
to in paragraph 2.
5. Further cautionary announcement
As the conclusion of the acquisition may have a material effect on the price at
which the company"s securities trade on the JSE Securities Exchange South
Africa, shareholders are advised to continue exercising caution when dealing in
the company"s securities until a further announcement is made.
Pretoria
15 October 2003
Corporate advisor Sponsor
Radagast Capital (Proprietary) Limited LPC Manhattan Sponsors (Pty) Ltd
Date: 16/10/2003 08:35:36 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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