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MFL
MFL
Metrofile Holdings Limited - Trading statement and possible increases in number
of shares
Metrofile Holdings Limited
(formerly MGX Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
("Metrofile Holdings" or "the Company")
TRADING STATEMENT
In terms of the Listings Requirements of the JSE Limited ("JSE Listings
Requirements"), shareholders are advised that Metrofile Holdings" headline
earnings per share and earnings per share are expected to be approximately 3,9
cents (2004: restated after IFRS - loss 4,8 cents) and 3,8 cents (2004: restated
after IFRS - loss 4,2 cents) for the six months ended 31 December 2005.
These estimates have not been audited or reviewed. Reviewed results are expected
to be published at the end of March 2006.
POSSIBLE INCREASES IN NUMBER OF SHARES IN ISSUE
Shareholders are once again referred to the circular and the scheme of
arrangement and the definitions contained therein dated 17 December 2003, the
announcement dated 28 June 2005, and the 2005 annual results announcement dated
28 September 2005.
Metrofile Holdings has R80,9 million of creditors to whom loan notes
have been issued which will compulsorily convert to ordinary shares in
Metrofile Holdings if not paid by 04 March 2009.
Metrofile Holdings has R279,1 million of group inter-company claims
against it (reflected only in the Company balance sheet of Metrofile
Holdings) which are ceded as security to third party creditors of
Metrofile (Proprietary) Limited ("Metrofile") and of Metrofile Holdings and
which may become convertible to ordinary shares in Metrofile Holdings if the
security is exercised or if creditors in the relevant subsidiaries are not paid
and they become the owners of the loan notes.
There are also R37,7 million in provisions for a creditor"s claims in
subsidiaries. The subsidiaries have residual rights against the
inter-company loans referred to above. Some of these claims are indispute and
discussions are being held with the creditor to bring finality to
these matters. Depending on the final quantum of the creditor"s claims (if any)
and the value of the group inter-company loans, which are the sole
assets of the companies in which these potential claims exists, the group
inter-company claims may cease to be part of the group, could become the
property of third parties and if not paid, may have to be converted to
shares in Metrofile Holdings.
Further, in the event that creditors totaling R320 million in Metrofile are not
refinanced or repaid by 04 March 2009, a portion of these claims could convert
to ordinary shares in Metrofile in a manner which would remove from Metrofile
Holdings its entire shareholding in Metrofile.
The Board has elected to repeat this information and advices to
shareholders that although all the information is in the public domain
(subject to the updates to the figures for the current interim period)
queries received from some shareholders imply that the potential
conversion and dilution factors may not have been properly considered.
Johannesburg
14 March 2006
Sponsor
Standard Bank
Date: 14/03/2006 05:44:29 PM Produced by the JSE SENS Department
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