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GOOD HOPE DIAMONDS (KIMBERLEY) LIMITED - ABRIDGED REVISED LISTING PARTICULARS
Good Hope Diamonds (Kimberley) Limited
(Formerly Oakfields Thoroughbred and Leisure Industries Limited ("Oakfields"))
Registration number 1987/004368/06
Share Code: GDH : ISIN ZAE 000050381
("Good Hope" or the company")
ABRIDGED REVISED LISTING PARTICULARS
This abridged revised listing particulars statement is not an invitation to the
public to subscribe for shares in the company, but is issued in compliance with
the Listings Requirements of the JSE Securities Exchange South Africa ("the
JSE") for the purposes of giving information to the public with regard to Good
Hope. This information has been extracted from the detailed revised listing
particulars, which were issued on 22 October 2003.
1. Details of the listing
Trading commences in the consolidated
shares under the name Good Hope Monday, 24
Diamonds (Kimberley) Limited, November 2003
abbreviated to "Good Hope" on
Listing of the new ordinary shares
issued as a result of the acquisition Monday, 24
of Diamond Land Mining (Pty) Ltd November 2003
("DLM") on Friday, 28
Record date for change of name and November 2003
capital structure
Good Hope share certificates posted to
certified shareholders whose forms of
surrender and documents of title are
received by Computershare Limited, 70 Monday, 1
Marshall Street, Johannesburg, 2001 December 2003
(PO Box 61051, Marshalltown, 2107) by
Friday, 28 November 2003 on or about
Accounts of dematerialised
shareholders updated with new Monday, 1
consolidated ordinary shares in the December 2003
name of Good Hope at CSDP or broker on
Share certificates in the old name of
Oakfields may not be dematerialised or
rematerialised after Friday, 28
November 2003
Any changes will be communicated on
the Securities Exchange News Service
and in the press.
2. History, nature of business and
prospects
Good Hope was listed on the JSE on 5 October 1988
under the name of Oakfields Thoroughbreds Limited.
Its main business focus was the breeding of
thoroughbred race horses for resale, the racing of
thoroughbred horses and the marketing of stallion
services. These businesses will continue in the group
as a separate operation until such time as they can be
realised to best possible advantage. At the general
meeting held on 13 November 2003, shareholders
approved, inter alia, the acquisition of the entire
share capital of and loan accounts against DLM, the
change of name to Good Hope, the one for five
consolidation of the ordinary shares and the
reconstitution of the board of directors.
The acquisition of DLM has strategically repositioned
Good Hope as a miner of high quality gem diamonds.
DLM, via its wholly owned subsidiaries Don and GHD&E
has interests in two diamond pipes in the greater
Kimberley area, known as the Frank Smith and Loxton
mines. Good Hope and its subsidiaries will focus
initially on processing the dumps at Frank Smith and
at Loxton and continuing underground operations at
Loxton, before block caving to the 160 metre level at
Frank Smith. Underground drilling work at Frank Smith
between the 160 metre level and the 700 metre level
will be carried out over the next year or two to
confirm additional resources and determine the
feasibility of expanding underground operations at
Frank Smith.
The mines have been in existence for many years but
became neglected in recent years. The Competent
Person"s report prepared by SRK gives a joint value
for just the indicated diamond resources above the 160
metre level at Frank Smith and above the 640 foot
level at Loxton and the dumps at both mines of in
excess of R100 million. Development work below these
levels is expected to result in a significant increase
in the life of the mines beyond the present 10-year
Business Plan.
3. Pro forma figures
In view of the change in the natures of the business
both of Good Hope and its subsidiaries, the income
statement figures presented below do not provide an
accurate basis on which to base investment decisions.
The pro forma information has been prepared to assist
shareholders form a view of the group in its current
form, and is for illustrative purposes only. Because
of its nature, the pro forma figures may not give a
true picture of the company"s financial position,
changes in equity, results of operations or cash
flows. These figures should not be used as a guide to
the likely future profitability of the company due to
the changes that are expected to occur over the next
few years.
PRO FORMA INCOME Pro forma results based on
STATEMENT the company"s audited results
for the eleven months to 30
June 2003 and DLM"s audited
results for the next six
months to 31 December 2002
adjusted to include the
proportional net loss
relating to DLM for the 11
months ended 30 June 2003
(R 000)
Revenue 7 679
Net loss before finance costs and 8 423
amortisation of mining reserves and
goodwill
Amortisation of mining reserves and 8 494
goodwill
Net loss before finance costs 16 917
Finance costs 1 274
Net loss before taxation 18 191
Taxation -
Net loss for the year 18 191
Number of ordinary shares with a 122 000
nominal value of 0.1 cent each in
issue (`000)
Loss per share (cents) 14.91
Headline loss per share (cents) 15.25
The directors have decided not to
forecast profits for the ensuing
financial year.
Set out below, for purposes of illustration only, is
the audited balance sheet of the company at 30 June
2003 together with the audited balance sheet of DLM as
at 31 December 2002. The pro forma information has
been prepared to assist shareholders form a view of
the group in its current form and is for illustrative
purposes only. Because of its nature, the pro forma
figures may not give a true picture of the company"s
financial position, changes in equity, results of
operations or cash flows.
PRO FORMA BALANCE SHEET Pro forma as at 30 June 2003
extracted from the audited
accounts as at 30 June 2003
after adjusting for the one
for five consolidation and the
acquisition of DLM, based on
DLM"s audited accounts as at
31 December 2002
R 000
Non current assets 118,179
Property, mining reserves, plant and equipment 102,510
Goodwill 1,579
Acquisition goodwill 14,088
Investments 2
Current assets 4,641
Operating assets 1,966
Amounts receivable 909
Cash and cash equivalents 1,766
Total assets 122,820
Equity and liabilities
Capital and reserves 100,026
Share capital and premium 122
Share premium 125,833
NDR 10,083
Accumulated Loss -36,012
Non current liabilities 16,739
Interest bearing borrowings 5,192
Non interest bearing borrowings 11,547
Current liabilities 6,055
Operating liabilities 4,516
Short term borrowings 609
Interest bearing liabilities 930
122,820
Number of ordinary shares with a nominal value 122 000
of 0.1 cent each in issue (`000)
NAV per share (cents) 81.99
NAV excluding goodwill (cents) 68.81
NAV excluding goodwill and mining rights 9.35
(cents)
It is proposed that all earnings should be retained
until the cost of mining below the 160 metre level at
Frank Smith has been ascertained, whereafter the
directors will determine an appropriate dividend
policy.
4. Directors
The full names, ages, qualifications, business
addresses and occupations of the directors of Good
Hope are as follows:
Name Age Qualification Business Occupation
Address
Jopie 52 BSc Geology, 7 Melbavink Chairman
Coetzee* BSc (Eng.) Street, Senior
Mining, MBA, Boskruin Lecturer
Pr Eng *4,
(Mining) Randburg
Emmanuel 67 74 Third Managing
Cambouris Road, Hyde Director
Park,
Sandton,
2196
Pieter 48 B. Com 37A Chartered
Keeve* (Potch); Hon, Pretorius Accountant
B. Compt Street,
(UNISA); C.A. Christiana,
(SA) 2680
Francois 42 B. Proc 29 Monument Attorney
Albert (UNISA), Dip. Road,
Pieterse* Insolvency Kempton
Park, 1620
George 41 CA (SA) 74 Third Financial
Schauder Road, Hyde Director
Park,
Sandton,
2146
* non-
executive
5. Copies of
the
circular
Copies of the circular to shareholders which included
the revised listing particulars are available at the
registered office of the company, at 74 3rd Road, Hyde
Park, Johannesburg or from LPC Manhattan Sponsors
(Pty) Ltd, 4th Floor, South Office Tower, Hyde Park
Shopping Centre, Hyde Park, Johannesburg during normal
business hours.
HydePark
24
November
2003
Sponsor Competent Reporting Accountants
Person
LPC Manhattan
Sponsors
SRK Consulting RA Hellman & Co.
Attorneys Bankers Independent Techno-
Economic Advisor
Piet van Standard Bank
Zyl Venmyn Rand (Pty) Ltd
Attorneys
Date: 24/11/2003 08:00:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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