| Tue 13 Dec 2005, 17:42 | | Miranda Mineral Holdings Limited - Abridged revise |
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Miranda Mineral Holdings Limited - Abridged revised listing statement and
transfer of sector
Miranda Mineral Holdings Limited
(previously Proper Group Limited)
(incorporated in the Republic of South Africa)
(Registration Number: 1998/001940/06)
Share code: MMH ISIN: ZAE000074019
("MMH" or "the group" or "the company")
ABRIDGED REVISED LISTING STATEMENT AND TRANSFER OF SECTOR
1. INTRODUCTION AND LISTING
Sasfin Capital and Radagast Capital (Pty) Ltd are pleased to announce that the
JSE Limited ("the JSE") has formally approved the listing of MMH with effect
from commencement of trading on Monday, 19 December 2005. MMH was formed
following the specific issue of shares for cash to a BEE investor and the
acquisition of Miranda Minerals (Pty) Ltd ("Miranda") by Proper Group Limited,
which simultaneously changed its name to MMH, reconstituted its board and
transferred its listing to the "Other Mineral Extractors and Mines" sector of
the JSE. MMH will list a total of 153 730 865 ordinary shares with a par value
of one cent per share ("cps") at the closing price of Proper Group Limited as at
the close of business on Thursday, 15 December 2005. The listing is under the
abbreviated name of "MIRANDA", three-letter JSE share code of "MMH" and ISIN of
ZAE000074019.
2. NATURE OF BUSINESS
MMH operates as an empowered, mining holding company, with the main business of
its wholly-owned subsidiary, ("Miranda"), being that of mining exploration.
Miranda acquired the mineral rights to 894 mining properties spread throughout
the northern provinces of the country from Gold Fields in 1999 and 2000.
Miranda identified potentially commercially feasible projects on 74 of the
original farms (mostly encompassing a number of contiguous properties) out of
Miranda"s portfolio of mineral rights. A total of 54 applications for "new
order" permits for the prospecting and exploration of projects ranging from base
minerals, magnesite, andalusite, fluorspar, sand, stone, clay and coal to
diamonds and gold, were lodged with the Department of Minerals and Energy
("DME") by 30 April 2005. To date, a total of 46 of these applications,
encompassing around 150 different properties, have been accepted by the DME.
Miranda has compiled and submitted the Environmental Management Programs on 42
of these projects to the DME. All remaining applications were completed in
accordance with the Mining Act and the management of Miranda is in constant
contact with the regional representatives of the DME to provide further
information and monitor progress.
Miranda"s main business is the exploration, on its own or by way of strategic
partnerships, of these properties with a view to identifying and proving
resources that are commercially viable. Miranda does not intend to mine
directly, which means that its "market" is the strategic and joint venture
partners to whom it will sell options on exploration projects and/or the mining
of deposits. The business model is based on these contractors accepting full
responsibility for all direct exploration costs in return for participation when
the project moves into its eventual mining phase (assuming the exploration
results support the feasibility of the project). In addition, once mining
commences, Miranda"s involvement will be limited to receiving its pre-determined
share of the revenue and it will not be concerned with the eventual buyer or
consumer of the mined product.
3. ABRIDGED REVISED LISTING STATEMENT
This announcement is a summary of the full revised listing particulars and has
been prepared and issued pursuant to the listing of MMH. It contains the
salient features of the revised listing particulars, dated 4 November 2005,
which should be read in its entirety for a full appreciation thereof. Copies of
the full revised listing particulars may be obtained during normal business
hours from the registered offices of the company at Mirkwood Estate, Plot 26,
Klipkop, JR 396, Gauteng (Private Bag X10, Lynnwood Ridge, 0040). This abridged
revised listing statement is not an invitation to the public to subscribe for
securities, but is issued in compliance with the Listings Requirements of the
JSE, for the purpose of providing information to the public with regard to the
company.
4. DIRECTORS AND RESPONSIBILITY STATEMENT
The full names, ages, qualifications, business addresses at which they can be
contacted and occupations of the directors of MMH, all of whom are South African
citizens, are as follows:
Ronald John Nel (58), NTC4 Dipl., Grad. Adv. Mktg. Progr. (GSB):
Chief Executive Officer;
Business address: Clubview Forum, 58 Columbia Street, Clubview, Centurion
Karl Johannes Gribnitz (40), B.Comm. (Hons), M.Comm.:
Chief Financial Officer;
Business address: Mirkwood Estate, Klipkop, JR 396, Gauteng
Thabo Vincent Mokgatlha (30), B.Compt. (Hons), CA (SA):
Non-executive Chairman;
Business address: Fifth Floor, 18 Melrose Boulevard, Melrose Arch
Christo Badenhorst (34), B.Eng. (Elec.):
Non-executive Director;
Business address: Mirkwood Estate, Klipkop, JR 396, Gauteng
Lulama Patricia Chakela (49), BA Hum., Dipl. Educ., M.Sc. (Instr. Techn.):
Non-executive Director;
28 Harley Street, Ferndale, Randburg
The directors of MMH collectively and individually accept full responsibility
for the accuracy of the information given in the revised listing statement and
confirm that, to the best of their knowledge and belief, there are no other
facts, the omission of which would make any statement herein misleading, and
confirm that they have made all reasonable enquiries to ascertain such facts.
5. SUMMARY OF SALIENT FINANCIAL INFORMATION
Salient financial information on the group is presented below. For additional
detail, shareholders and investors are referred to Appendices 7B and 8B of the
circular and revised listing particulars, which forms the basis on which the
financial information has been prepared. The table summarises the pro forma
effects of the transaction on the published audited annual financial statements
of MMH (previously Proper Group) for the 12 months ended 28 February 2005. The
pro forma information is the responsibility of the directors. The pro forma net
asset value figures illustrate the possible financial effects if the transaction
had been effected on 28 February 2005, whereas the pro forma earnings figures
illustrate the possible financial effects if the transaction had been undertaken
on 1 March 2004. Due to their nature, the pro forma financial effects may not
give a fair reflection of MMH after the transaction.
Audited Pro forma %
before the after the Change
transaction transaction
Net asset value (cps) (0.4) 16.5 >400%
Net tangible asset (0.4) 2.0 >400%
value (cps)
Earnings (cps) (0.6) 0.3 >400%
Headline earnings (cps) (0.6) (0.1) >400%
Average and weighted 30 746 153 731 400%
average number of
shares (`000)
6. SHARE CAPITAL
The company has the following share capital:
Authorised
300 000 000 ordinary shares of R3 000 000
1 cps
Issued
153 730 865 ordinary shares of R1 537 309
1 cps
Share premium R29 952 055
Total share capital R31 489 364
7. MAJOR SHAREHOLDERS
On 15 December 2005, the following shareholders are, directly or indirectly,
insofar as is known to MMH, beneficially interested in 5% or more of the
company"s shares:
Name Number of Percentage
shares held
Pacific Breeze Trading 62 45 000 000 29.3%
(Pty) Ltd
Ronald John Nel Trust 19 496 173 12.7%
Miranda Trust 19 496 173 12.7%
Strider Holdings (Pty) 17 329 660 11.3%
Ltd
MD Cook 12 997 450 8.5%
PB Cook 12 997 448 8.5%
AR Thompson 12 997 448 8.5%
Total 140 314 352 91.3%
Pretoria
13 December 2005
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Corporate Advisor
Radagast Capital (Pty) Ltd
Restructuring Advisor
Gandalf Trust
Date: 13/12/2005 05:42:54 PM Produced by the JSE SENS Department
