| Wed 3 Aug 2005, 10:35 | | Issue of Aflease shares to fund development |
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Aflease - Issue of Aflease shares for cash to fund the development of the
Company`s uranium resource
Aflease Gold and Uranium Resources Limited
(Formerly The Afrikander Lease Limited)
(Incorporated in the Republic of South Africa)
AFL (JSE) AFLUY (NASDAQ)
(Registration number 1921/006955/06)
ISIN: ZAE000061461 Share Code : AFL
(`Aflease` or `the Company`)
Issue of Aflease ordinary shares for cash to fund the development of the
Company`s uranium resource
1. Introduction
Aflease ordinary shareholders are advised that the Company has concluded a
R136 000 000 (US$20.5m) private placement of new Aflease ordinary shares
with a number of institutional investors, predominantly in Canada, the
United States and Europe.
2. The placing
The placing process entailed the issue by Aflease of 32 000 000 new Aflease
ordinary shares at an issue price of R4.25 per ordinary share to raise
approximately R136 000 000 in new capital representing approximately 9,3%
of the total issued share capital of Aflease prior to the issue of the 32
000 000 new ordinary shares (` the private placement`). The new Aflease
ordinary shares were issued at a 3.5% discount to the 30 day weighted
average price calculated on July 19, 2005, the date on which the private
placement was concluded.
On Wednesday 27 July 2005, the JSE Limited (`JSE`) listed 32 000 000
Aflease ordinary shares, taking Aflease`s total issued shares to
377,429,195.
The private placement was achieved alongside a secondary offer by Jipangu
Inc. of 20 500 000 ordinary shares of Aflease at a price of R4.25 per
ordinary share, representing approximately 5,9% of the total issued share
capital of Aflease prior to the issue of the 32 000 000 new ordinary shares
(`secondary offer`). The private placement and the secondary offer were
completed through a syndicate of agents, led by BMO Nesbitt Burns Inc.
Other members of the syndicate were Sprott Securities Inc., Barnard Jacobs
Mellet (US) LLC, Hargreave Hale Limited and Toll Cross Securities Inc.
The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold
in the United States (`US`) or to US. persons absent registration or an
applicable exemption from registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy. Nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
3. The projects
The Company plans to use the net proceeds of the private placement for the
ongoing development of its Dominion uranium property and for general
corporate and development purposes. The private placement was contemplated
in the pre-merger agreement, announced on SENS on 5 July 2005, between
Aflease and Southern Cross Resources Inc (SXR) of Canada,
4. Financial effects
The unaudited pro forma financial effects on Aflease`s earnings per
ordinary share, headline earnings per ordinary share, net asset value per
ordinary share (`NAV`) and tangible net asset value per ordinary share
(`TNAV`) which are based on the published audited financial results for the
year ended 31 December 2004 are set out below. These pro forma financial
effects which are the responsibility of the directors of Aflease, are given
for illustrative purposes only and because of their pro forma nature may
not give a fair reflection of Aflease`s financial results and position
after the private placement.
Before the After the Percentage
private private change
placement placement
(1) (2)
Earnings (cents per ordinary (36.08) (31.86) 11.7%
share) (3)
Headline earnings (cents per (33.27) (29.38) 11.7%
ordinary share) (3)
NAV (cents per ordinary 62.08 91.00 46.6%
share) (4)
TNAV (cents per ordinary 62.08 91.00 46.6%
share) (4)
Weighted average shares in 241,903 273,903
issue (`000)
Number of shares (`000) 336,451 368,451
Notes:
1. Based on the published audited results of Aflease for the year ended 31
December 2004.
2. Based on the assumption that the private placement was effected on 1
January 2004 for income statement purposes and 31 December 2004 for balance
sheet purposes.
3. As the capital raised in the private placing will be used in the future
development of the Dominium uranium mine, no earnings effect has been taken
into account on the cash raised.
4. Costs associated with the private placement of R9,6 m have been taken to
equity.
Johannesburg
3 August 2005.
South African South African Legal Financial Advisor and
Investment Bank, Counsel Lead Agent
Corporate Advisor and
Sponsor
Nedbank Capital Deneys Reitz BMO Nesbitt Burns
Independent
reporting
accountants
PWC
Date: 03/08/2005 10:30:06 AM
Produced by the JSE SENS Department
