| Fri 26 Nov 2004, 16:30 | | ABRIDGED REVISED LISTING STATEMENT |
|
Yomhlaba Resources- Abridged revised listing statement and transfer of listing
to the Alternative Exchange
YOMHLABA RESOURCES LIMITED
(Previously Zenith Concessions Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1994/009012/06)
Share code: YBA ISIN: ZAE000060281
(`Yomhlaba Resources` or `the company`)
ABRIDGED REVISED LISTING STATEMENT AND TRANSFER OF LISTING TO THE ALTERNATIVE
EXCHANGE (`AltX`)
1. Introduction and nature of business
River Sponsors (Pty) Ltd and Radagast Capital (Pty) Ltd are pleased to announce
that the JSE has formally approved the listing of Yomhlaba Resources on AltX
with effect from commencement of trading on Monday, 29 November 2004. Yomhlaba
Resources operates as a mining holding company with its subsidiary, Yomhlaba
Coal (Pty) Ltd, providing economically viable solutions for the recovery of
commodities from discard dumps utilising its double pulse action jig technology.
The DPA jig concept and patent, which are owned by the group, provides mining
companies with the ability to profitably beneficiate discarded mined ore. The
DPA jig has been successfully tested on coal, diamond and ferrochrome discards.
The prime market for the establishment of DPA jigs is currently the local coal
mining industry, where the DPA jig offers a unique opportunity for the
beneficiation of discard coal to power station quality saleable coal.
The company was formed through the acquisition of the share capital in Yomhlaba
Coal (formerly Jigmining (Pty) Ltd) by Zenith Concessions Limited, which
subsequently changed its name to Yomhlaba Resources and transferred its listing
from the Venture Capital Market of the JSE to AltX. After the repurchase of 25
million shares (in terms of a renegotiated agreement in respect of mining rights
previously acquired) and the consolidation of the existing Zenith Concessions
shares in a ratio of 0.99771 consolidated share for every 4 pre-consolidation
shares, Yomhlaba Resources will list 600 000 255 consolidated ordinary shares
with a par value of one cent per share on AltX at the adjusted closing price of
the Zenith Concessions Limited share on the JSE at the close of business on
Friday, 26 November 2004.
2. Abridged revised listing statement
This announcement is a summary of the full revised listing particulars and has
been prepared and issued pursuant to the listing of Yomhlaba Resources on AltX.
It contains the salient features of the revised listing particulars, dated 19
November 2004, which should be read in its entirety for a full appreciation
thereof. Copies of the full revised listing particulars may be obtained during
normal business hours from the offices of the Designated Advisor, River Sponsors
(Pty) Ltd, Block C, First Floor, 225 Veale Street, Brooklyn, 0181.
This abridged revised listing statement is not an invitation to the public to
subscribe for securities, but is issued in compliance with the Listings
Requirements of the JSE Securities Exchange South Africa (`the JSE`), for the
purpose of providing information to the public with regard to the company.
3. Directors and Responsibility Statement
The full names, ages, qualifications, business addresses at which they can be
contacted and occupations of the directors of Yomhlaba Resources, all of whom
are South African citizens, are as follows:
Johannes Hendrikus Jonck (44), B.Compt. (Hons), CA (SA):
Chief Financial Officer;
Business address: 76 Garsfontein Road, Alphen Park, Pretoria
Daniel Booyens Steyn (47), B.Eng. (Hons):
Chief Operations Officer;
Business address: 76 Garsfontein Road, Alphen Park, Pretoria
Nicholaas Cornelius van Huyssteen (44), B.Comm. (Hons):
Executive Director;
Business address: 76 Garsfontein Road, Alphen Park, Pretoria
Arthur Buti Mashiatshidi (44), MBA, B.Sc (Wharton):
Non-executive Chairman;
Business address: 1 Albury Park, Magalieszicht Avenue, Dunkeld West
Karl Johannes Gribnitz (38), B.Comm. (Hons), M.Comm.:
Non-executive Director;
Business address: Mirkwood Estate, Klipkop JR 396, Gauteng
Thabo Vincent Mokgatlha (29), B.Compt. (Hons), CA (SA):
Non-executive Director;
Business address: Fifth Floor,18 Melrose Boulevard, Melrose Arch
Nchakha Darius Moloi (42), B.Sc. (Hons) Geology:
Non-executive Director;
Business address: Sixth Floor, 11 Diagonal Street, Johannesburg
John Leslie Taylor (57), B.Eng. (Hons) Metallurgy:
Non-executive Director;
Business address: 1 Albury Park, Magalieszicht Avenue, Dunkeld West
The directors of Yomhlaba Resources collectively and individually accept full
responsibility for the accuracy of the information given in the revised listing
statement and confirm that, to the best of their knowledge and belief, there are
no other facts, the omission of which would make any statement herein
misleading, and confirm that they have made all reasonable enquiries to
ascertain such facts.
4. Summary of salient financial information
Salient financial information is presented below. Shareholders and investors
are referred to Appendices 6B, 7B and 8B of the circular and revised listing
particulars, which forms the basis on which the financial information has been
prepared, for additional detail.
The table summarises the pro forma effects of the transaction on the published
audited annual financial statements of Yomhlaba Resources (previously Zenith)
for the 12 months ended 30 June 2004. The pro forma information is the
responsibility of the directors. The pro forma net asset value figures
illustrate the possible financial effects if the transaction had been effected
on 30 June 2004, whereas the pro forma earnings figures illustrate the possible
financial effects if the transaction had been undertaken on 1 July 2003. Due to
their nature, the pro forma financial effects may not give a fair reflection of
the consolidated Yomhlaba Resources after the transaction.
Company - Company - Col. Company - Col Group - Col.
Audited Pro forma B Pro forma . C Pro forma D
before the after the vs after the vs after the vs
transaction repurchas Col. acquisitio Col transactio Col.
(Col. A) e A n . A n* A
(Col. B) % (Col. C) % (Col. D) %
Net asset (0.3) (1.2) - 2.3 >10 2.3 >100
value (cps) 300% 0% %
Net tangible (0.3) (1.2) - 1.9 >10 1.2 >100
asset value 300% 0% %
(cps)
Earnings 1.8 2.0 +11% 0.8 >10 0.7 -61%
(cps) 0%
Headline (1.8) (2.0) -11% 0.2 >10 0.1 >100
earnings 0% %
(cps)
Average, 66 236 60 000 -9% 600 000 +80 600 000 +806
weighted 6% %
average
number of
consolidated
shares
(`000)
* Pro forma consolidated financials after the transaction (incorporating
consolidation adjustments)
5. Share Capital
The company has the following share capital:
Authorised
800 000 000 ordinary shares of R8 000 000
R0.01 per share
Issued
600 000 255 ordinary shares of R6 000 003
R0.01 per share
Share Premium R12 562 426
Total share capital R18 562 429
6. Listing on AltX
The expected date of listing of Yomhlaba Resources on AltX is Monday, 29
November 2004, under the abbreviation `Yomhlaba`. The three-letter JSE trading
code allocated to Yomhlaba Resources is `YBA` and the ISIN is ZAE000060281.
7. Corporate Information
The new registered offices of Yomhlaba Resources are 76 Garsfontein Road, Alphen
Park, Pretoria, 0046, and the company`s new postal address is PO Box 11611,
Maroelana, 0160.
8. Major shareholders
On 26 November 2004, the following shareholders are, directly or indirectly,
insofar as is known to Yomhlaba Resources, significant shareholders in Yomhlaba
Resources:
Name No. of shares Percentage
held
Clidet 471 (Pty) Ltd 178 200 000 29.7%
Rotocompactors (Pty) Ltd 149 207 999 24.9%
New Africa Mining Fund Nominees 121 800 128 20.3%
(Pty) Ltd
Dan Steyn Familie Trust 48 000 000 8.0%
Combrinck Family Trust 42 792 000 7.1%
Strider Holdings 34 258 235 5.7%
Total 574 258 362 95.7%
9. Notice in compliance with JSE Listings Requirements for AltX (`the Listings
Requirements`)
In compliance with the Listings Requirements, shareholders are advised of the
risk of investing in a company listed on AltX. The JSE does not guarantee the
viability or success of a company listed on AltX. In terms of the Listings
Requirements, the company is obliged to appoint and retain a Designated Advisor,
which is required to, inter alia, attend all board meetings held by the company
to ensure that all JSE Listings Requirements and applicable regulations are
complied with, approve the financial director of the company and guide the
company in a competent, professional and impartial manner. If the company fails
to retain a Designated Advisor, it must make arrangements to appoint a new
Designated Advisor within ten business days, failing which the company faces
suspension of trading of its securities. If a Designated Advisor is not
appointed within a further one month, the company faces the termination of its
listing without the prospect of an appropriate offer to minorities.
Pretoria
26 November 2004
Sponsor
River Group
Corporate Advisor
Radagast Capital (Pty) Ltd
Date: 26/11/2004 04:28:04 PM
Produced by the JSE SENS Department
