| Thu 16 Mar 2006, 16:31 | | Eland Platinum Holdings Limited - Private placing |
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Eland Platinum Holdings Limited - Private placing price and underwriting
agreement announcement
Eland Platinum Holdings Limited
(formerly Nungu Trading 500 Limited)
(Incorporated in South Africa)
(Registration number 2005/029957/06)
(JSE code: ELD ISIN: ZAE000058731)
("Eland Platinum" or "the Company")
Private placing price and underwriting agreement announcement
Investors are referred to the detailed prospectus, registered with the Registrar
of Companies, and issued on Friday, 10 March 2006 and the abridged prospectus,
released on SENS on Tuesday 14 March 2006 and published in the South African
press on Wednesday 15 March 2006 and Thursday 16 March 2006, which sets out the
terms under which Eland Platinum would privately place up to 25 000 000 Eland
Platinum ordinary shares ("placing shares") ("private placing").
The private placing is not an invitation to the general public to subscribe for
Eland Platinum ordinary shares. The private placing is made to invited
institutional investors; clients of BoE Stockbrokers, PSG Online and Sasfin
Frankel Pollak; and invited retail investors only.
The JSE Limited ("JSE") has approved the listing, with effect from the start of
business on Wednesday, 29 March 2006, of the entire issued share capital of
Eland Platinum, comprising up to 63 724 084 Eland Platinum ordinary shares of
R0.01 each, in the Resources "Mining - Platinum and Precious Metals" sector of
the JSE under the abbreviated name "Eland", subject to the JSE receiving
confirmation that the Company has achieved the required spread of shareholders
as prescribed in the JSE Listings Requirements.
Nedbank Capital, a division of Nedbank Limited ("Nedbank Capital") is authorised
to inform invited institutional investors; clients of BoE Stockbrokers, PSG
Online and Sasfin Frankel Pollak; and invited retail investors of the following:
1. Private placing price
The private placing price will be R21.00 (twenty one Rand) per placing share.
2. Underwriting
Nedbank Capital and Eland Platinum entered into an underwriting agreement on
Wednesday, 15 March 2006 in terms of which Nedbank Capital (the "underwriter")
has agreed to underwrite the full private placing at the private placing price
("the Nedbank Capital underwriting agreement") . The listing of Eland Platinum
is thus no longer conditional on the minimum subscription of R400 million being
achieved, but remains conditional only on the achievement of the required spread
of shareholders as prescribed in the JSE Listings Requirements.
As is normal in agreements of this nature, the underwriting agreement is
conditional on there being no material adverse change in, inter alia, stock
market conditions, economic conditions and/or political conditions between
Wednesday 15 March 2006 and the date on which the final allocation of shares
takes place, should such an adverse change render it inadvisable to proceed with
the private placing.
In terms of the Nedbank Capital underwriting agreement, an underwriting
commission of 2% (two per cent) of the proceeds of the private placing is
payable by the Company to Nedbank Capital. .
3. Price stabilisation and over allotment
In connection with the private placing, Nedbank Capital or its affiliates, may,
for their own account, over-allot or effect transactions ("stabilising
transactions") with a view to supporting the market price of the newly listed
Eland Platinum ordinary shares at a higher level than that which might otherwise
prevail for a limited period after the commencement of trading. Such stabilising
transactions may be effected on the JSE or otherwise. However, there is no
obligation for the underwriter to do so. Such stabilising action, if started,
may be discontinued at any time, provided two business days notice is given to
the JSE, but may under no circumstances continue beyond the 30th calendar day
after the listing date.
Save as required by the JSE Listings Requirements, the underwriter does not
intend to disclose to the public the extent of any stabilising transactions or
the amount of any long or short position.
Eland Platinum has granted Nedbank Capital, in its capacity as underwriter, an
option to purchase from Eland Platinum, on the same terms and conditions as
those applicable to the private placing, additional Eland Platinum ordinary
shares not exceeding in aggregate 15% (fifteen percent) of the total number of
placing shares ("underwriter"s option"). The underwriter"s option may be
exercised, in whole or in part, on or before 30days from the listing date, to
cover any short position arising from stabilising transactions concluded by the
underwriter, if any, in connection with the private placing. No commission is
payable by the Company to Nedbank Capital on any placing shares issued under the
underwriter"s option.
4. Copies of the underwriting agreement and the detailed prospectus
The underwriting agreement is available for inspection at the registered office
of Eland Platinum during normal business hours up to and including the listing
date.
Copies of the prospectus setting out the details of the private placing (in
English only) can be obtained during normal business hours up to Friday, 24
March 2006 from:
Registered office of the Company
Routledge Modise Moss Morris
2nd Floor, Wanderers Building
The Campus
57 Sloane Street
Bryanston, 2191
(Telephone: +27 11 575 1400)
(Fax: +27 11 576 1400)
Nedbank Capital Corporate Finance
3rd Floor
Corporate Place
135 Rivonia Road
Sandown
2196
(Telephone: +27 11 295 8602)
(Fax: +27 11 294 8602)
(e-mail: corporatefinance@nedbank.co.za)
The detailed prospectus can also be downloaded from the Company"s website
www.elandplats.com.
Investment bank, financial adviser, underwriter, stabilising agent and joint
sponsor
Nedbank Capital
Attorneys to Eland Platinum
Routledges Modise Moss Morris
Competent person
RSG
Lead sponsor
PricewaterhouseCoopers
Attorneys to Nedbank Capital
Cliffe Dekker
Independent reporting accountants and auditors
KPMG Inc
Commercial bankers
Nedbank Limited
Johannesburg
Thursday, 16 March 2006
Date: 16/03/2006 04:31:42 PM Produced by the JSE SENS Department
