| Tue 21 Jun 2005, 18:21 | | Barplats - A renounceable offer and further cautio |
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Barplats - A renounceable offer and further cautionary
Barplats Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004830/06)
Share code: BPL ISIN: ZAE000028692
(`Barplats` or `the Company`)
An announcement regarding:
* a renounceable offer of options to all Barplats ordinary shareholders, pro
rata to their existing shareholdings (`option rights offer`); and
* further cautionary announcement
1. Introduction
Ordinary shareholders were advised in an announcement released on SENS on
Wednesday, 18 May 2005, that, subject to certain conditions precedent being met,
Barplats had concluded agreements with Gubevu Consortium Investment Holdings
(Proprietary) Limited (`Gubevu`), Nedbank Capital, a division of Nedbank Limited
(`Nedbank Capital`) and Eagle Worldwide Investments Limited, a company
registered in the British Virgin Islands (`Eagle`) in terms of which:
* Barplats will issue 78 189 851 new ordinary shares, fully paid up, in the
issued share capital of Barplats to Gubevu, at a price of R2.21 per ordinary
share for a total consideration of R172 799 570, after which Gubevu`s
shareholding in Barplats will be 26% of Barplats` issued share capital (`the BEE
specific issue of ordinary shares for cash`);
* Barplats has granted Nedbank Capital an option, in terms of an agreement
entered into between Barplats and Nedbank Capital on 25 May 2005 (`Nedbank
Capital option agreement`), exercisable for a period commencing 120 days after
the Nedbank Capital option agreement becomes unconditional until 31 March 2006,
to subscribe for R15 000 000 of ordinary shares, at a 15% discount to the seven-
day volume weighted average price on the JSE Securities Exchange South Africa
(`JSE`) for the seven trading days prior to delivery by Nedbank Capital of
written notice to Barplats of exercise of the Nedbank Capital option, subject to
a maximum issue price of R5.20 per ordinary share and a minimum issue price of
R1.25 per ordinary share (`Nedbank Capital option`);
* Barplats has granted the right to Eagle to convert the outstanding portion of
the Eagle loan into ordinary shares of Barplats in certain circumstances, at a
20% discount to the seven-day volume weighted average price on the JSE for the
seven trading days prior to delivery by Eagle of written notice to Barplats of
exercise of the Eagle conversion right, subject to a maximum issue price of
R5.20 per ordinary share and a minimum issue price of R1.25 per ordinary share
(`Eagle conversion right`),
(jointly referred to as `the Barplats transactions`).
Details of the Barplats transactions are set out in the circular that was sent
to shareholders on 20 June 2005.
The board of directors of Barplats had resolved to and will, subject to the
fulfilment of certain conditions precedent detailed in paragraph 4 below,
proceed with the option rights offer to raise a maximum of R275 350 000, before
expenses, through four separately listed options exercisable over the next eight
months. In terms of the option rights offer, shareholders will receive the
options, in proportion to their shareholding on the terms and for the purpose
more fully set out below.
2. Rationale for the option rights offer
The funds raised in terms of the option rights offer will enable Barplats to:
* continue with the implementation of the mining plan for the development of
the Crocodile River Mine; and
* reduce the amount of the debt owing to Eagle and Nedbank Capital.
3. Terms of the option rights offer
Following the fulfilment of the conditions precedent set out in paragraph 4
below, Barplats will grant to all shareholders pro rata to their shareholding,
by way of the option rights offer, the right and option to subscribe for a total
of 78 000 000 new ordinary shares as follows:
* options to subscribe for 35 000 000 new ordinary shares at an issue price of
R2.21 per ordinary share, exercisable on 30 December 2005 in the ratio of
11.63834 new ordinary shares for every 100 ordinary shares held at the record
date (refer below);
* options to subscribe for 23 000 000 new ordinary shares at a price of R3.50
per ordinary share, exercisable on 27 January 2006 in the ratio of 7.64805 new
ordinary shares for every 100 ordinary shares held at the record date;
* options to subscribe for 10 000 000 new ordinary shares at a price of R4.75
per ordinary share, exercisable on 24 February 2006 in the ratio of 3.32524 new
ordinary shares for every 100 ordinary shares held at the record date;
* options to subscribe for 10 000 000 ordinary shares at a price of R7.00 per
ordinary share, exercisable on 31 March 2006 in the ratio of 3.32524 new
ordinary shares for every 100 ordinary shares held at the record date,
(collectively referred to as `the Barplats options`).
Barplats shareholders recorded on the register on the record date will
automatically receive the rights to the Barplats options in proportion to their
shareholdings. The record date is still to be announced as set out in paragraph
5 below. No consideration is payable by shareholders to receive the Barplats
options.
4. Conditions precedent
The option rights offer is subject to the Barplats transactions becoming
unconditional. The Barplats transactions are subject to the fulfilment of the
following conditions precedent, which must, unless otherwise agreed to in
writing by the relevant parties, be fulfilled by no later than 31 July 2005:
* the approval by a 75% majority of votes cast by ordinary shareholders present
or represented by proxy at the general meeting in favour of:
- the BEE specific issue of shares for cash;
- the Nedbank Capital option; and
- the Eagle conversion right;
* the JSE granting a listing of the ordinary shares that may be issued in terms
of the Nedbank Capital option;
* the JSE granting a listing of the ordinary shares that may be issued in terms
of the Eagle conversion right;
* the agreement relating to the the BEE specific issue of shares for cash
becoming unconditional;
* the agreements relating to the Nedbank Capital option becoming unconditional;
and
* the agreements relating to the Eagle conversion right becoming unconditional.
5. Salient dates and times and posting of option rights offer circular
Following the fulfilment of the conditions precedent set out in paragraph 4
above, Barplats will announce on SENS and publish in the South African press the
salient dates and times of the option rights offer. An options rights offer
circular, setting out the full terms of the option rights offer, will be sent to
ordinary shareholders.
6. Financial effects
The financial effects of the option rights offer will be published together with
the salient dates and times following the fulfilment of the conditions precedent
set out in paragraph 4 above.
7. Further cautionary announcement
Barplats shareholders are advised to continue to exercise caution when dealing
in their Barplats shares until the announcement of the financial effects
referred to in paragraph 6 above.
Johannesburg
21 June 2005
Investment bank, corporate adviser and sponsor
Nedbank Capital
Independent reporting accountants
KPMG
Legal advisers to Barplats
Routledge Modise Moss Morris
Date: 21/06/2005 05:52:10 PM
Produced by the JSE SENS Department
