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MVELAPHANDA RESOURCES LIMITED - COMPLETION OF PRIVATE PLACEMENT AND FULFILLMENT
OF CONDITIONS PRECEDENT TO THE TRANSACTION WITH GOLD FIELDS LIMITED
Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
Share code: MVL ISIN: ZAE000050266
("Mvela Resources")
Completion of private placement and fulfillment of conditions precedent to the
transaction with Gold Fields Limited
1. Completion of private placement
The board of directors of Mvela Resources is pleased to announce the completion
of a domestic and international private placement by way of the issue of 77 826
100 new ordinary shares ("the private placement"). The private placement was
completed at 08h30 on 15 March 2004.
The new ordinary shares were issued at an issue price of R23 per Mvela Resources
ordinary share ("Mvela Resources share") (the "issue price"). Mvela Resources
raised R1 790 million from the private placement.
The issue price was determined on Monday 8 March 2004 and 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 and a discount of 10.3% to
the weighted average traded price of Mvela Resources shares over the 30 trading
days up to and including Friday 5 March 2004. The JSE has approved the listing
of the new Mvela Resources shares with effect from the commencement of trading
on 15 March 2004 (the "listing date").
As previously stated in the circular to shareholders dated 14 February 2004 (the
"circular"), Rand Merchant Bank Corporate Finance, RBC Capital Markets and
JPMorgan (the "underwriters"), may elect to exercise an over-allotment option up
to a maximum of 7 782 610 Mvela Resources shares and have appointed RMB as the
stabilising manager. RMB may, but is not obliged to effect transactions with a
view to supporting the market price of Mvela Resources shares at a level higher
than that which might otherwise prevail for a limited period after the listing
date. Such action, if commenced, may be discontinued at any time, provided two
business days notice is given to the JSE and may not continue beyond 30 calendar
days after the listing date.
2. Fulfilment of conditions precedent to the Gold Fields Limited ("Gold Fields")
transaction
The proceeds of the private placement are to be used to finance a loan to a
wholly owned subsidiary of Mvela Resources which will, upon repayment of such
loan, acquire a 15% beneficial interest in the South African gold mining assets
and business operations of Gold Fields for a purchase consideration of R4 139
million ("the transaction"). Details of the transaction were set out in a
detailed joint cautionary announcement dated 26 November 2003 and in the
circular.
All conditions precedent to the transaction have now been fulfilled. In terms of
the transaction an amount of R4 139 will be lent and advanced to GFI Mining
South Africa (Proprietary) Limited on 17 March 2004.
3. Financial effects
The pro-forma effects of the private placement and the transaction on earnings
and net asset value per Mvela Resources share, on the basis of the assumptions
set out below are as follows:
Before the After the
private private
placement placement Change
and the and the (%)
transaction transaction2
1 &3
Earnings per share (cents) 823.6
6.4 58.8
Headline earnings per n/a
(cents) (13.1) 49.0
Net asset value per share 1 27.6
(cents) 402.1 1 788.4
Net tangible asset value 1 37.2
per share (cents) 246.1 1 709.0
Number of shares in issue 80 795 158
140 621 240
Weighted average number of 79 608 157
shares in issue 577 434 677
Notes:
1. Extracted from the circular reflecting the position as adjusted to reflect
the financial effects of the certain transactions which occurred between 30
September 2003 and 14 February 2004, specifically:
( a) the scheme of arrangement in terms of section 311 of the Companies Act,
proposed by Mvela Resources, as set out in the circular to linked unit holders
dated 26 September 2003, and the share consolidation implemented immediately
thereafter;
(b) the issue by Mvela Resources of 2 550 000 ordinary shares to Mvela Holdings
(Proprietary) Limited as set out in the announcement published on 27 November
2003; and
(c )the acquisition by Mvela Resources of the entire issued share capital of and
loan accounts against Khumama Platinum (Proprietary) Limited ("Khumama") and the
disposal of Khumama"s 50% right to a joint venture with Anglo American Platinum
Corporation Limited to Northam Platinum Limited, assuming that all resolutive
conditions and conditions precedent to these transactions are fulfilled.
2. In relation to the pro forma earnings and headline earnings per Mvela
Resources share after the transactions, it is assumed that:
(a ) the transaction was effective on 1 October 2002;
(b) 77 826 100 shares were issued in terms of the private placement at the issue
price on 1 October 2002; and
(c ) all other assumptions are as set out in the Circular.
3. In relation to the pro forma net asset value and net tangible asset value per
Mvela Resources share after the transactions, it is assumed that:
(a ) the transaction was effective on 30 September 2003;
(b ) 77 826 100 shares were issued in terms of the private placement at the
issue price; and
(c ) all other assumptions are as set out in the Circular.
4. No adjustment has been made for 7.5 million warrants issued by Mvela
Resources as they currently have no impact on the equity or earnings of Mvela
Resources.
5. The impact of the exercise of the over-allotment option described above has
not been considered as it is not known whether or not this option will be
exercised.
4. Jurisdiction of private placement
The information in this announcement is not an offer of securities for sale in
the United States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. Any public offering of
securities to be made in the United States will be made by means of an offering
memorandum that may be obtained from the issuer or the selling security holder
and contains detailed information about the company and management, as well as
financial statements.
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
Dunkeld West
15 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
Attorneys to Mvela Resources
Werksmans Inc.
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Date: 15/03/2004 08:33:05 AM Produced by the JSE SENS Department
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