| Tue 11 Oct 2005, 14:17 | | Aflease - Financial Effects and Salient Dates and |
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Aflease - Financial Effects and Salient Dates and Times
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")
Financial effects and salient dates and times of the acquisition of the entire
issued share capital of Aflease by Southern Cross Resources Inc. ("Southern
Cross") and the withdrawal of cautionary announcement
1. Introduction
Aflease ordinary shareholders are referred to the announcement released on
the SENS on 15 September 2005 advising them that the Aflease and Southern
Cross boards had signed a definitive acquisition agreement, setting out the
terms of the acquisition by Southern Cross of the entire issued share
capital of Aflease (the "acquisition").
Southern Cross wished to implement the acquisition by way of a scheme of
arrangement in terms of section 311 of the South African Companies Act 1973
(Act 61 of 1973), as amended ("Companies Act"), proposed by Southern Cross
between Aflease and the Aflease ordinary shareholders, excluding Southern
Cross ("the scheme").
As stated in the announcement, below are the financial effects and salient
dates and times of the acquisition:
2. Financial effects
The table below sets out the unaudited pro forma financial effects of the
scheme on Aflease ordinary shareholders. The unaudited pro forma financial
effects have been prepared for illustrative purposes to provide information
about how the scheme might affect Aflease ordinary shareholders. Because of
its nature, the unaudited pro forma financial effects may not give a fair
reflection of the effect of the scheme on Aflease ordinary shareholders"
financial position or the effect of income going forward in Southern Cross.
The unaudited pro forma financial effects are the responsibility of the
Aflease directors.
Before (1) After After the % change
capital scheme (3)
raising (2)
Loss per share (cents) (6) (40.77) (37.25) (45.07) (21%)
Headline loss per share (41.12) (37.58) (45.34) (21%)
(cents) (6)
Net asset value per share 31.55 62.37 134.34 115%
(cents) (7)
Weighted average shares in 338,983 370 983 80 493
issue ("000) (8)
Number of shares in issue 345,426 377 426 81 680
("000) (8)
Notes:
1. Based on the unaudited financial results of Aflease for the six month
period ended 30 June 2005.
2. Represents the effects after the private placement by Aflease,
announced 3 August 2005.
3. Represents the effects per Aflease equivalent share of the acquisition
of the shares in Aflease in terms of the Scheme.
4. The acquisition of the shares in Aflease is accounted for following
the principles of reverse acquisition in terms of IFRS3: Business
Combinations.
5. Southern Cross results are based on the 2005 Second quarter report to
shareholders of Southern Cross as adjusted for differences between
Canadian GAAP and IFRS, converted for convenience purposes, at an
exchange rate of R5.52.
6. Loss and headline loss per share is based on the assumption that the
merger was effective 1 January 2005.
7. Net asset value per share is based on the following assumptions:
8. The Scheme was effective 30 June 2005.
The cost of the business combination is based on a price per Aflease share
of R4.62, being the share price at 30 June 2005. The cost of the business
acquisition will be determined on the effective date of the transaction and
a purchase price allocation exercise will be performed at such date, which
could result in the financial effects of the acquisition differing from
that set out in these pro forma financial effects.
The weighted average and number of shares in issue after the scheme
represents the shares in issue in Southern Cross after the scheme and share
consolidation.
3. Salient dates and times
Set out below are salient dates and times of the scheme:
Event Date : 2005
Notice of scheme meeting and Order of Friday, 28 October and
Court convening the scheme meeting Sunday, 30 October
published in the South African press on
Last day to trade in Aflease ordinary Monday, 14 November
shares on the JSE Limited ("JSE") in
order to be recorded in the register to
vote at the scheme meeting, by the close
of trade on the JSE on (refer note 2
below)
Record date for voting on Monday, 21 November
Last day to lodge forms of proxy for the Tuesday, 22 November
scheme meeting (refer note 5 below), by
10:00 on
Southern Cross common shareholders Wednesday, 23 November
meeting to be held at 10:00 on
Scheme meeting to be held at 10:00 on Thursday, 24 November
Results of the scheme meeting announced Thursday, 24 November
on SENS on
Results of the scheme meeting published Friday, 25 November
in the South African press on
Court hearing to sanction the scheme Tuesday, 6 December
expected to be at 10:00 (or as soon
thereafter as legal counsel may be heard)
on
Results of the application to the Court Tuesday, 6 December
to sanction the scheme announced on SENS
on
Results of the application to the Court Wednesday, 7 December and
to sanction the scheme published in the Sunday, 11 December
South African press on
If the scheme is sanctioned and
implemented
Order of Court sanctioning the scheme Thursday, 8 December
registered by the Registrar on or about
Registration of Order of Court Thursday, 8 December
sanctioning the scheme announced on SENS
on or about
Last day to trade in Aflease ordinary Thursday, 15 December
shares on the JSE in order to be recorded
in the register on the record date for
the scheme
Suspension of the listing of Aflease Monday, 19 December
ordinary shares on the JSE at the
commencement of trade on the JSE on
Southern Cross common shares will be Monday, 19 December
listed and trading will commence on the
JSE at the commencement of trade on the
JSE under the ISIN Code CA8429021089 on
Record date for the scheme on which Friday, 23 December
Aflease ordinary shareholders must be
recorded in the register to receive the
scheme consideration by close of business
on
Operative date of the scheme from Tuesday, 27 December
commencement of trade on the JSE on
Scheme consideration will be made Tuesday, 27 December
available to scheme participants from
Share certificates in the name of Tuesday, 27 December
Southern Cross will be posted to
certificated scheme participants,
provided that their Aflease share
certificates have been surrendered by no
later than 12:00 on Friday, 23 December
2005, (or within 5 business days of
receipt if received thereafter) on or
about
Dematerialised scheme participants will Tuesday, 27 December
have their accounts at their CSDP or
broker updated on
Termination of the listing of Aflease Tuesday, 27 December
ordinary shares on the JSE at the
commencement of trade on the JSE on
Notes:
1. Any variation of the above dates and times, as may be approved by the
Securities Regulation Panel ("SRP"), JSE and/or the Court, will be
released on SENS and published in the South African press.
2. Aflease ordinary shareholders should note that, as trade in Aflease
ordinary shares on the JSE is settled through STRATE, settlement for
trade takes place five business days after such trade. Therefore,
Aflease ordinary shareholders who acquire Aflease ordinary shares on
the JSE after Monday, 14 November 2005 will not be eligible to vote at
the scheme meeting.
3. Dematerialised scheme members, other than own-name dematerialised
scheme members, must provide their CSDP or broker with their
instructions for voting at the scheme meeting by the cut-off time and
date advised by the CSDP or broker for instructions of this nature.
4. No dematerialisation or rematerialisation of Aflease ordinary shares
will take place after Thursday, 15 December 2005.
5. Forms of proxy for the scheme meeting (pink) may also be handed to the
chairperson of the scheme meeting by not later than 10 minutes before
the commencement of the meeting.
6. The dates and times referred to above, refer to South African dates
and times.
4. Documentation to Aflease ordinary shareholders and withdrawal of cautionary
announcement.
A circular containing the final terms of the scheme, subject to the JSE and
SRP approval, will be posted to Aflease ordinary shareholders on or about
Friday, 28 October 2005.
Aflease ordinary shareholders are no longer advised to exercise caution in
trading in their Aflease ordinary shares.
5. Forward-looking Statement
This announcement contains certain forward-looking statements. These
forward-looking statements are subject to a variety of risks and
uncertainties which are beyond Aflease"s ability to control or predict,
which could cause actual events or results to differ materially from those
anticipated in such forward-looking statements. In this announcement,
predictions about the acquisition being approved and finalised are forward-
looking statements. Accordingly, readers should not place undue reliance
on forward-looking statements.
Johannesburg
11 October 2005
South African Investment Bank, Corporate Advisor and Sponsor
Nedbank Capital
Independent Reporting Accountants
PWC Inc.
South African Legal Counsel
Deneys Reitz
Independent professional expert
E & Y\
Corporate Finance
Financial Advisor
BMO Nesbitt Burns
International Legal Counsel
Davis & Company
Legal Counsel to the Financial Advisor
Fasken Martineau DuMoulin
Specialised United States Legal Counsel
Latham and Watkins
Date: 11/10/2005 02:17:17 PM Produced by the JSE SENS Department
