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SUB NIGEL - ISSUE OF SHARES FOR CASH AND GRANTING OF OPTION
SUB NIGEL GOLD MINING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
Share code: SBN ISIN: ZAE000017539
(`Sub Nigel` or `the company`)
ISSUE OF SHARES FOR CASH AND GRANTING OF OPTION
INTRODUCTION
At the annual general meeting of the company held on 30 September 2003, the
requisite majority of shareholders approved an ordinary resolution authorising
the directors to issue shares for cash in accordance with the Listings
Requirements of the JSE Securities Exchange South Africa (`the Listings
Requirements`).
On 21 October 2004 the company issued 850 000 ordinary shares of no par value in
the capital of the company (`Sub Nigel shares`) at 70 cents per share, thereby
raising R595 000. The price represented a discount of 5.4% to the 30 day
weighted average price at which Sub Nigel shares had traded on the JSE.
The directors have now resolved to issue a total of 3 571 428 Sub Nigel shares
at 70 cents per share, thereby raising R2 500 000. The price represents a
discount of 5,4% to the 30 day weighted average price at which Sub Nigel shares
have traded on the JSE since 12 October 2004.
RATIONALE
The Company will utilise the capital raised to redeem debt and further develop
its gold projects following recently completed favourable scoping studies on
both the Spaarwater and Ventersburg projects.
Of the 3 571 428 Sub Nigel shares being issued, 2 571 428 shares are being
issued to a BEE company, Kabusha Mining and Finance (Proprietary) Limited
(`Kabusha`). Kabusha is 51% owned and controlled by historically disadvantaged
South Africans. Its shareholders include a broad base of black women (with more
than 39% of the company) and an effective 5% shareholding is dedicated to
orphans of gold mining accidents.
ISSUE OF SHARES FOR CASH
As the issue of the new shares represents a 6.53% increase in the issued
ordinary share capital of the company, the following disclosure is made in terms
of section 11.22 of the Listings Requirements.
AUTHORISED AND ISSUED CAPITAL
Authorised Rand 000`s
200 000 000 ordinary shares of no par value
Issued before these issues of shares for cash
66 831 492 ordinary shares of no par value
Stated capital 30 618
Issued after these issues of shares for cash
71 252 920 ordinary shares of no par value
Stated capital 33 713
FINANCIAL EFFECTS
The pro-forma financial effects of the issue, based on the published, audited
financial results of Sub Nigel for the year ended 30 June 2004 are set out
below. The following table and accompanying notes are the responsibility of the
directors of the company and have been prepared for illustrative purposes only
and because of its nature may not give a true reflection of the effect of the
issue of shares for cash.
Before After %
1 2 change
Loss and headline loss per share
(cents) 4.50 4.32 -4
Net asset value and net tangible 47 48 0.02
asset value per share (cents)
Weighted average number of
shares in issue (000`s) 59 324 63 745 6.94
Number of shares in issue 66 705 71 126 6.22
(000`s)3
Notes:
The figures in the `before` column are extracted from the audited financial
results for the year ended 30 June 2004.
The figures in the `after` column assume that the shares were issued, and the
cash received, on 1 July 2003 and the cash invested for 12 months at a net after
tax return of 8% per annum for earnings purposes and that the shares were
issued, and the cash received, on 30 June 2004 for asset value purposes;
3. Based on number of shares in issue less shares held in the share incentive
trust
LISTING OF THE NEW SHARES
The JSE has granted a listing of the new shares with effect from the
commencement of business on Tuesday, 30 November 2004.
OPTION AGREEMENT
The company has granted an option to Kabusha to subscribe for a further 11 700
000 Sub Nigel shares at a subscription price of 70 cents per share (`the option
shares`) which option shall remain open for acceptance by Kabusha until 29
January 2005. Should Kabusha elect to exercise the option a general meeting of
the shareholders of Sub Nigel will be convened in order to approve the issue of
the option shares. Should the option be exercised and the issue of the option
shares approved by shareholders, Kabusha will own approximately 18% of Sub Nigel
and will be entitled to appoint a director to the board of directors of the
company. Shareholders will be kept informed of any developments in this regard.
Cape Town
30 November 2004
Sponsor
SASFIN CORPORATE FINANCE
A division of Sasfin Bank Limited
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