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Mvela Resources - Private Placement And Withdrawal Of Cautionary Announcement
Release Date: 08/03/2004 09:03:01 Code(s): MVL
Mvela Resources - Private placement and withdrawal of cautionary announcement
Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
Share code: MVL ISIN: ZAE000050266
("Mvela Resources")
Information in respect of private placement and withdrawal of cautionary
announcement
The board of directors of Mvela Resources wishes to advise the shareholders of
Mvela Resources of the status of the domestic and international private
placement ("the private placement"). The private placement is being undertaken
in terms of a specific authority to issue ordinary shares for cash. The proceeds
of the private placement are to be used to fund a portion of the purchase
consideration of R4 139 million for the transaction in terms of which a wholly
owned subsidiary of Mvela Resources will, subject to the fulfillment of certain
conditions precedent, acquire a 15% beneficial interest in the South African
gold mining assets and business operations of Gold Fields Limited ("the
transaction").
77 826 100 ordinary shares will be issued at an issue price per ordinary share
in Mvela Resources ("Mvela Resources share") of R23.00.
The issue price was determined following a domestic and international roadshow,
which commenced on Monday, 16 February 2004, and closed at the close of business
on Friday, 5 March 2004. The issue price represents a discount of 7.1% to the
closing price of Mvela Resources shares on the JSE Securities Exchange South
Africa ("JSE") on Friday, 5 March 2004. The private placement was well supported
domestically and internationally and was oversubscribed.
Investors approached in terms of the private placement have been advised of the
number of Mvela Resources shares that will be allocated to them, subject to the
conditions precedent listed below.
The private placement is expected to be finalised by 08h30 on 15 March 2004.
Accordingly, application will be made for the listing of the Mvela Resources
shares on the JSE to commence trading on 15 March 2004 ("listing date").
Rand Merchant Bank Corporate Finance, RBC Capital Markets and JPMorgan, are
acting as joint bookrunners and underwriters. The underwriters may elect to
exercise an over-allotment option up to a maximum of 7 781 900 Mvela Resources
shares. In addition, the underwriters may effect transactions with a view to
supporting the market price of Mvela Resources shares at a level higher than
that which otherwise prevail for a limited period after the listing date.
However, there is no obligation to do so. Such action, if commenced may be
discontinued at any time, provided two business days notice is given to the JSE,
but may not continue beyond 30 calendar days after the listing date.
Conditions precedent
The private placement is, inter alia, subject to:
the approval by shareholders of the special and ordinary resolutions to be
proposed at the general meeting of the Mvela shareholders to be held at 09:00h
on Monday 8 March 2004 (the "general meeting");
the registration of the special resolutions to be passed at the general meeting;
and
the formal approval of the JSE for the listing of the Mvela Resources shares
issued in terms of the private placement.
Withdrawal of cautionary announcement
Shareholders are advised that the cautionary announcement dated 17 December 2003
is hereby withdrawn.
Jurisdiction of private placement
The information in this announcement is not an offer of securities for sale in
the United States. The Mvela Resources shares may not be offered or sold in the
United States unless they are registered under the US Securities Act of 1933 or
exempt from registration. There will be no public offering of Mvela Resources
shares in the United States.
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
Dunkeld West
8 March 2004
Merchant Bank, Joint Lead Manager and Bookrunner
Rand Merchant Bank (a division of FirstRand Bank Limited)
Corporate Finance
International advisor, Joint Lead Manager and Bookrunner
Royal Bank of Canada Europe Limited
Joint Lead Manager and Bookrunner
J.P. Morgan Securities Limited
Sponsor
PricewaterhouseCoopers Corporate
Finance (Proprietary) Limited
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