| Fri 15 Apr 2005, 15:38 | | Results Of General Meeting And Information Relatin |
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Metorex Limited - Results Of General Meeting And Information Relating To A
Specific Issue Of Shares
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN : ZAE000022745
Issuer code: MEMTX
(`Metorex` or `the company`)
RESULTS OF GENERAL MEETING AND INFORMATION RELATING TO A SPECIFIC ISSUE OF
SHARES
1. General meeting
The directors are pleased to announce that, at the general meeting of
shareholders held on 15 April 2005, the requisite majority approved the specific
issue of 83 333 333 shares for cash to selected financial institutions at an
issue price of 300 cents per share in order to raise R250 million (`the cash
issue`) to fund Phase 1 of the Ruashi Copper / Cobalt Project (`Ruashi`).
2. The cash issue
2.1 Subscription process
The directors advise that the interest shown in Ruashi, following a roadshow to
selected financial institutions, triggered significant demand for participation
in this issue, well in excess of the shares available for placement. The
approved new shares are to be issued and allocated taking into account the
future strategic funding requirements of the company and Ruashi and furthermore
with an objective to create future liquidity in the London Stock Exchange share
register of Metorex.
2.2 Issue price
The issue price of 300 cents per share represents a premium of 58 cents (24%) to
the weighted average traded price (242 cents) of Metorex shares on the JSE
Securities Exchange South Africa (`JSE`) during the 30 business days preceding
17 November 2004, the date on which the directors of the company approved the
cash issue. When finalising this announcement, Metorex shares were trading at
349 cents per share on the JSE, a 16% increase on the issue price of 300 cents
per share.
2.3 Related party and independent opinion
As the cash issue constituted a related party transaction in terms of the
Listings Requirements of the JSE, Metorex obtained an independent fair and
reasonable opinion in regard thereto from Deloitte & Touche Corporate Finance.
This independent opinion was included in a circular to shareholders dated 31
March 2005, copies of which circular are available from:
- the company`s offices, 2nd Floor, North Wing, Cradock Heights, 21 Cradock
Avenue, Rosebank, Johannesburg;
- the company`s transfer secretaries, Ultra Registrars (Pty) Limited, 11
Diagonal Street, Johannesburg; and
- the company`s sponsor, Barnard Jacobs Mellet Corporate Finance (Pty)
Limited, 2nd Floor, Barnard Jacobs Mellet House, 5 Sturdee Avenue, Rosebank,
Johannesburg.
2.4 Financial effects of the cash issue
The unaudited pro forma financial effects are provided for illustrative purposes
only to show the effect of the cash issue on earnings, headline earnings, net
asset value and tangible net asset value per share as if the cash issue proceeds
had been received on 1 July 2004 and 31 December 2004, respectively. Because of
their nature the unaudited pro forma financial effects may not give a true
picture of the Group`s financial position and performance. The unaudited pro
forma financial effects have been compiled from the unaudited consolidated
financial statements for the six months ended 31 December 2004, adjusted as
described in the notes below and are based on the issue of 83 333 333 new
ordinary shares at an issue price of 300 cents per share in order to raise R250
million:
31.12.2004
Unaudited Pro forma
before the after
cash issue the cash %
Notes issue change
Earnings and fully
diluted earnings per 1, 2 4.2 5.1 21.4
share (cents)
Headline earnings and
fully diluted 1, 2 7.2 7.2 -
headline earnings per
share (cents)
Net asset value per 3 223 244 9.4
share (cents)
Tangible net asset 3 214 237 10.8
value per share
(cents)
Actual number of 188 098 271 431 44.3
shares in issue
(000`s)
Weighted average
number of shares in 187 874 271 207 44.4
issue (000`s)
Notes:
1. The `before` earnings per share, fully diluted earnings per share, headline
earnings per share and fully diluted headline earnings per share figures are
based on the weighted average number of shares in issue at 31 December 2004;
2. The adjustments to the earnings per share, fully diluted earnings per
share, headline earnings per share and fully diluted headline earnings per share
are based on the weighted average number of shares in issue at 31 December 2004
and are stated assuming that the proceeds of the cash issue, net of costs of R13
million (R237 million) were received and invested on 1 July 2004 in an interest
bearing account at an after tax rate of 5% for the six months ended 31 December
2004;
3. For net asset value and tangible net asset value calculations, it is
assumed that the proceeds of the cash issue were received on 31 December 2004
and are based on the actual number of shares in issue at 31 December 2004.
3. Listing of the new shares
The new shares issued pursuant to the cash issue will be listed on the JSE on 21
April 2005. Trading in Metorex shares through the Crest Electronic Trading and
Settlement System on the London Stock Exchange becomes effective on Monday 25
April 2005.
Johannesburg
15 April 2005
Corporate adviser and sponsor Transaction arranger and corporate
Barnard Jacobs Mellet Corporate Finance adviser
(Pty) Limited Brait Corporate Finance,
a division of Brait South Africa
Limited
Independent Competent Person Legal adviser
Steffen, Robertson and Kirsten (South Bowman Gilfillan Inc
Africa) (Pty) Limited
Independent reporting accountants Independent expert
Deloitte & Touche Deloitte & Touche
Corporate Finance Division
