| Thu 20 Nov 2003, 8:53 | | CHANGE OF CONTROL OF PETRA MINING LIMITED AND FUR |
|
PETRA MINING LIMITED - CHANGE OF CONTROL OF PETRA MINING LIMITED 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")
CHANGE OF CONTROL OF PETRA MINING LIMITED AND FURTHER CAUTIONARY
1. CHANGE OF CONTROL AND MANDATORY OFFER
Following the cautionary announcements dated 15th and 25th September 2003,
shareholders of Petra Mining Limited ("Petmin") are advised that Midnight
Storm Investments 34 (Pty) Ltd ("Storm") has acquired 33,351,361 Petmin
shares from Pretklerk Beleggings (Pty) Ltd and Fourie Du Preez Beleggings
(Pty) Ltd at a price of 30 cents per share. The acquired shares represent
41,69% of the issued share capital of Petmin. As a result of the
transaction, Storm is obliged to make a mandatory offer to Petmin
shareholders in respect of all Petmin shares not currently owned by it, at
a price of 30 cents per share in terms of the rules of the Securities
Regulation Panel ("SRP"). Storm, inter alia, through its underwriter PSG
Capital Limited, has made a submission to the SRP regarding the funding of
the mandatory offer to minorities and is awaiting approval.
Storm is controlled by the previous controlling shareholder of Petmin,
except for Mr Fourie du Preez.
2. REFOCUSING OF PETMIN"S BUSINESS
Petmin is currently a cash company listed on the JSE Securities Exchange,
South Africa ("JSE"). Historically, Petmin was a gold mining company with
subsidiaries operating on the East Rand. The company disposed of its assets
to a Canadian mining group for an amount of R667,320,000 in cash during
2002, and distributed most of the cash to its shareholders through
dividends and a reduction in its share premium, retaining a cash balance
net of tax provisions in the amount of approximately R25,4 million.
The company believes that the new order established by the Minerals and
Petroleum Resources Development Act, 2002 and the Mining Charter creates,
for the first time, an environment conducive to the development of an
independent junior mining sector in South Africa. Historically, the
exploration and development of South Africa"s mineral resources was
essentially the exclusive domain of major mining finance houses. Previously
disadvantaged entrepreneurs had no means to participate in a meaningful way
in the growth of the South African mining sector, and unlike their
counterparts in countries like Canada and Australia, independent South
African junior mining companies did not have the benefit of access to a
well developed public capital market to finance exploration and development
stage projects.
The abovementioned disposal represented the first direct foreign investment
in the South African mining sector following the announcement of the Mining
Charter. Over the past year, the company has had discussions with emerging
South African companies lead by previously disadvantaged entrepreneurs, and
with international companies who have demonstrated a keen understanding of
the imperatives underpinning the Mining Charter and significant interest in
participating in African exploration and development projects in the
Platinum, Gold, Diamond, and Chrome sectors. The company intends to refocus
its business and to create shareholder value by pursuing such exploration
and development projects in which:
* emerging previously disadvantaged entrepreneurs, including women,
participate in a substantial and meaningful way; and
* the full set of criteria contained in the Mining Charter Scorecard are
pursued progressively; and
* access to international equity capital is optimally leveraged to
enhance project economics.
The company is currently reviewing certain specific projects that might
meet these criteria, and appropriate announcements will be made in this
regard in due course.
3. RESIGNATION OF THE CHIEF EXECUTIVE OFFICER AND RECONSTITUTION OF THE BOARD
The company thanks Mr. Fourie Du Preez, who is retiring from the board, for
his valuable contribution to the unlocking of value for Petmin shareholders
during his tenure as chief executive officer. The company is delighted that
he has agreed to act as a consultant to the company for the next twelve
months and he will receive an arms length consulting fee details of which
will be included in the circular to shareholders. The net effect of the
transactions referred to in paragraph 1 above is that Mr. Du Preez will
have divested his entire shareholder"s interest in the company except for
3 333 333 shares which he indirectly retains as an investment in the
company.
Storm intends to reconstitute the board of directors of Petmin after the
offer to minorities closes. Full details of the new board, as well as the
appointment of a new Chief Executive Officer will be disclosed in the
circular to shareholders.
4. FURTHER CAUTIONARY
Petmin currently remains a cash company in terms of the Listings
Requirements of the JSE. The company will deal with potential projects and
transactions purely on merit regardless of the time constraints imposed on
it by the JSE Listings Requirements to do a transaction to retain its
listing, and it is therefore possible that the company may not enter into a
transaction within the required time period to retain its listing. Should
the listing be suspended or terminated, the company will reapply for the
listing of its securities on the JSE once an appropriate transaction is
entered into. Shareholders are therefore advised to exercise caution in
dealing in their securities until a further announcement is made.
5. CIRCULAR TO SHAREHOLDERS
A circular to shareholders containing full details of the mandatory offer
will be posted within 28 days of this announcement, subject to the approval
of the SRP and the JSE.
Pretoria
18 November 2003
Corporate Adviser:
River Group
Underwriter:
PSG Capital
Sponsor:
River Group
Date: 20/11/2003 08:00:04 AM Produced by the JSE SENS Department
