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LAPHANDA RESOURCES LIMITED - EXERCISE OF OVER-ALLOTMENT OPTION AND INCREASE
IN SIZE OF PRIVATE PLACEMENT
MVELAPHANDA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
Share code: MVL ISIN: ZAE000050266
("Mvela Resources" or "the Company")
Exercise of over-allotment option and increase in size of private placement
1. Increase in size of the private placement
Further to the announcements dated 8 March 2004 and 15 March 2004 regarding the
domestic and international private placement of 77 826 100 Mvela Resources
ordinary shares with a par value of R0.02 each ("share") at R23 per share ("the
issue price") ("the private placement"), shareholders are advised that the
underwriters to the private placement have exercised their option to acquire a
further 7 781 900 shares at the issue price ("the over-allotment option").
In terms of the over-allotment option, a further amount of R178.984 million was
raised by Mvela Resources, before costs.
The over-allotment option was exercised solely for the purpose of covering over-
allotments made in connection with the private placement and was authorised by
shareholders in general meeting held on Monday 8 March 2004. Mvela Resources
intends to use the net proceeds of the over-allotment option for strategic
acquisitions and investments, capital expenditure and general corporate
purposes.
The issue price was determined on Monday 8 March 2004 and represents a discount
of 7.1% to the closing price of the 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 the shares over the 30 trading days up to and including
Friday 5 March 2004. The JSE has approved the listing of the 7 781 900 new
shares with effect from the commencement of trading on 24 March 2004.
2. Financial effects
The pro forma financial effects of the transaction with Gold Fields ("the
transaction") (the details of which were set out in a detailed joint cautionary
announcement dated 26 November 2003 and in the circular to shareholders dated 14
February 2004 (the "circular")), the private placement and the exercise of the
over-allotment option on earnings and net asset value per share on the basis of
the assumptions set out below are as follows:
Before the After the
transaction, transaction,
the private the private
placement and placement
the over- and the over- Change
allotment 1 allotment (%)
2&3
Earnings per share
(cents) 6.4 63.4 895.7
Headline earnings per n/a
share (cents) (13.1) 54.1
Net asset value per 1
share (cents) 402.1 1 809.2 29.0
Net tangible asset 1
value per share 246.1 1 733.5 39.1
(cents)
80 795 166 403 140
Number of shares in 140
issue
Weighted average 79 608 165 216 577
number of shares in 577
issue
Notes:
1. Extracted from the circular reflecting the position as adjusted for 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 1 for 2 share consolidation implemented
immediately thereafter;
(b) the issue by Mvela Resources of 2 550 000 shares to Mvelaphanda 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 share after
the transactions, it is assumed that:
(a) the transaction was effective on 1 October 2002;
(b) a total of 85 608 000 shares were issued comprised of 77 826 100 shares
issued in terms of the private placement and 7 781 900 shares issued in terms of
the over-allotment option 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
share after the transactions, it is assumed that:
(a) the transaction was effective on 30 September 2003;
(b) a total of 85 608 000 shares were issued comprised of 77 826 100 shares
issued in terms of the private placement and 7 781 900 shares issued in terms of
the over-allotment option 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. Interest was earned on the cash raised from the exercise of the over-
allotment option at a before tax interest rate of 10% p.a.
The above effects on earnings and headline earnings per share are not
necessarily indicative of the impact which the transaction, the private
placement and the over-allotment option will have on Mvela Resources" future
earnings.
3. Jurisdiction of private placement
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
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
prospectus 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.
Dunkeld West
24 March 2004
Merchant Bank, Stabilising International advisor, Joint Lead Manager and
Agent, Joint Lead Manager Joint Lead Manager and Bookrunner
and Bookrunner Bookrunner J.P. Morgan Securities
Rand Merchant Bank Royal Bank of Canada Ltd
(a division of FirstRand Europe Limited
Bank Limited)
Corporate Finance
Attorneys Sponsor Reporting accountants
Werksmans Inc. PricewaterhouseCoopers and auditors
Corporate Finance PricewaterhouseCoopers
(Proprietary) Limited Inc.
Date: 24/03/2004 08:30:09 AM Produced by the JSE SENS Department
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