| Tue 22 Nov 2005, 12:27 | | Aflease and Sub Nigel sign definitive acquisition |
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Aflease and Sub Nigel sign definitive acquisition agreement
Sub Nigel Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1984/006179/06)
ISIN: ZAE000006391 & Share Code: SBN
("Sub Nigel" or "the Company")
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
Press Announcement
22 November 2005
Aflease and Sub Nigel sign definitive acquisition agreement
Aflease Gold and Uranium Resources and Sub Nigel Gold Mining Company are pleased
to announce the signing on the 9th of November of a definitive agreement for the
sale of Aflease"s New Kleinfontein Mining Company (NKMC) subsidiary to Sub Nigel
in exchange for ordinary shares of Sub Nigel.
The merger will result in the creation of a new listed gold company - Aflease
Gold. Based on the current market capitalization of the two companies, at recent
market prices, Aflease Gold would have a market capitalization of approximately
R720 million.
On completion of the merger, approximately 80% of Sub Nigel, on a fully diluted
basis, would be held by Aflease, with the balance being held by the current Sub
Nigel shareholders. The transaction was based on an independent valuation of
Sub Nigel"s assets conducted by Steffen, Robertson and Kirsten (SRK).
Aflease Gold will hold Aflease"s East Rand gold assets, most notably the high
quality Modder East, as well as Sub Nigel"s East Rand and Free State gold
assets. The company will continue to be listed on the JSE Limited.
The transaction, which is subject to Sub Nigel shareholder approval and to
necessary regulatory approvals, will be conditional on Sub Nigel"s shareholders
waiving their rights to an offer to minorities. Sub Nigel"s three largest
shareholders, Gold Fields, Trinity Asset Management and Mr. Les Holmes, who
together own 55.7% of Sub Nigel shares, have all irrevocably supported the deal.
A circular, which will contain a notice of a general meeting, is being compiled,
and is expected to be posted to Sub Nigel shareholders later this month.
Subject to the receipt of required shareholder and regulatory approvals, it is
anticipated that the transaction will close early in 2006.
If the offer is completed, Aflease intends to implement a broad-based
empowerment structure at Aflease Gold, similar to the scheme established earlier
this year at its Klerksdorp operations.
Aflease CEO Neal Froneman will be the CEO of Aflease Gold, and Aflease"s
Executive Vice President: Gold, Robert van Niekerk, will head the operational
team.
In commenting on the transaction, Mr Froneman said:
"This merger will form an important first step in the consolidation of the East
Rand goldfields, and there are exciting synergies between our own gold assets
and those of Sub Nigel. Meanwhile, the deal will deliver on our strategy of
developing Aflease into a focused uranium company, with a listed gold
subsidiary.
"The gold business, like our uranium business, will focus on high-quality, low-
risk, near-to-surface gold deposits.
"We see our holding in Aflease Gold as a strategic stake, and plan on retaining
it."
Current Sub Nigel CEO Adrian Reynolds said:
"This transaction will create a new gold company which will have the critical
mass to facilitate the raising of capital to pursue exploration and the
development of mining projects.
"This is a win-win deal."
Forward-looking statements
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 (including among others
regulatory and shareholder approval), which could cause actual events or results
to differ materially from those anticipated in such forward-looking statements.
In this announcement, predictions about the Transaction being approved and
finalised are forward-looking statements. Readers should not place undue
reliance on forward-looking statements.
Notice to Investors
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. The securities offered by way of
exchange pursuant to the Transaction have not been and will not be registered
under the U.S. Securities Act of 1933, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
For further information: Neal Froneman 083 628 0226
Carol Smith 082 338 2228
John Fraser 082 331 7330
Adrian Reynolds 083 306 4707
Date: 22/11/2005 12:27:23 PM Produced by the JSE SENS Department
