| Mon 24 Apr 2006, 15:10 | | Petmin - Specific issue of shares for cash and gen |
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PET
PET
Petmin - Specific issue of shares for cash and general issue of shares for cash
and further cautionary
PETMIN LIMITED
(Formerly: Petra Mining Limited)
Incorporated in the Republic of South Africa
Registration Number 1972/001062/06
Share Code: PET & ISIN: ZAE000076014
( Petmin , the company or the group )
SPECIFIC ISSUE OF SHARES FOR CASH AND GENERAL ISSUE OF SHARES FOR CASH AND
FURTHER CAUTIONARY
SPECIFIC ISSUE OF SHARES FOR CASH
INTRODUCTION
In an announcement released on SENS and published in the press on 07 February
2006, Petmin shareholders were advised as follows:
Subject to the fulfilment of the suspensive conditions, Petmin will undertake a
specific issue of shares for cash ( the issue ) to raise R75 million at an issue
price of 90 cents per new Petmin share. This will result in the issue of 83 333
333 new Petmin shares.
New Africa Mining Fund Nominees (Pty) Ltd ( NAMF ) has agreed to exercise its
rights to convert its historical loan of R40 million and subscribe for an
additional R15 million new Petmin shares to the total value of R55 million,
amounting to 61 111 111 new Petmin shares. PSG Capital (Pty) Ltd ( PSG ) and
another institution have agreed to subscribe for new Petmin shares in the amount
of R10 million each amounting to 22 222 222 new Petmin shares.
This specific issue of shares for cash to NAMF and PSG constitutes a related
party transaction as defined by section 10 of the Listings Requirements, of the
JSE limited and is therefore the subject of A circular and requires shareholder
approval. NAMF Nominees and PSG Capital are precluded from voting on the
approval of the specific issue of shares for cash.
Accordingly, the directors have requested an independent professional expert to
provide a fair and reasonable opinion on the specific issue of shares for cash.
Listing on the JSE
Subject to the ordinary and special resolutions to be proposed at the general
meeting in respect of the specific issue of shares for cash being passed, the
JSE has granted the listing of the additional new Petmin shares from the
commencement of trade on Monday, 22 May 2006
Suspensive conditions
The implementation of the specific issue of shares for cash is subject to the
ordinary resolutions for the implementation of the specific issue of shares for
cash being passed, by a 75% vote from the non-related party shareholders, at the
general meeting, and where applicable, registered by the Registrar of Companies.
General meeting
A general meeting of Petmin shareholders will be held at 10:00 on Friday, 12 May
2006 at Petmin s registered office, being 1st Floor, Parc Nouveau, 225 Veale
Street, Brooklyn, in order to consider and, if deemed fit, pass, with or without
modification, the ordinary resolutions required to give effect to the specific
issue of shares for cash.
A notice convening the general meeting was posted to shareholders on Thursday,
20 April 2006 and contains full details of the action required by certificated
and dematerialised shareholders.
Financial effects of the specific issue of shares for cash
The table below sets out the reviewed pro forma financial effects of the
specific issue of shares for cash based on Petmin s published reviewed interim
results for the period ended 31 December 2005. The unaudited reviewed pro forma
financial effects are presented for illustrative purposes only and because of
their nature may not give a fair reflection of Petmin s results, financial
position and changes in equity after the transactions. It has been assumed for
purposes of the pro forma financial effects that the transactions took place
with effect from 1 July 2005 for income statement purposes and 31 December 2005
for balance sheet purposes. The directors of Petmin are responsible for the
preparation of the unaudited reviewed pro forma financial effects.
Before (1) After % Change
Published Pro forma
Earnings per share (cents) 17,64 15,12 (14,29)
Headline earnings per share (cents) 2,34 2,25 (3,85)
Diluted earnings per share (cents) 16,60 15,12 (8,92)
Diluted headline earnings per share 2,20 2,25 (2,27)
(cents)
Net asset value per share (cents) 76,05 78,90 3,75
Net tangible asset value per share 76,05 77,31 1,66
(cents)
Number of shares in issue ( 000) 348 557 431 890 23,91
1. The Before financial information has been extracted, without adjustment
from the published, reviewed interim results of Petmin for the period ended
31 December 2005.
2. The After column represents the effects after the specific issue of shares
for cash of R75 million and issue of an additional new Petmin shares of 83
333 333. Earnings and headline earnings per share have not been adjusted,
other than to indicate any dilutionary effect of the new additional shares
being issued, as the new funds will be used immediately for planned capital
expenditure.
3. The % Change column compares the After the transactions column to the
Before column.
SALIENT DATES AND TIMES
2006
Circular posted to Petmin shareholders on Thursday, 20 April
Last date for forms of proxy to be lodged in respect Thursday, 11 May
of the general meeting by 10:00 on
General meeting to be held at 10:00 on Friday, 12 May
Announcement regarding the results of the general Friday, 12 May
meeting released on SENS on
Announcement regarding the results of the general Monday, 15 May
meeting published in the press on
JSE lists the additional shares on Monday, 22 May
Note
The above dates and times are subject to amendment. Details of any such
amendment will be released on SENS and published in the press.
GENERAL ISSUE OF SHARES FOR CASH
Introduction
At the general meeting of shareholders held on 31 January 2006, the requisite
majority of shareholders approved an ordinary resolution authorising the
directors to issue up to 15% of company s issued share capital for cash in
accordance with the Listing Requirements of the JSE Limited. ( the JSE )
The directors have now resolved to issue on Monday, 24 April 2006, 8 000 000
shares at 120 cents per share being 10% discount to the 30 day volume weighted
average of the Petmin share price up to the close of business on Friday, 21
April 2006 and representing R9 600 000 in total, to Noah Limited. The 8 million
shares will represent an 1,85% increase in the issued share capital of the
company after the specific issue for cash presented above. Noah Limited is a
public shareholder in terms of the JSE listings requirements.
Authorised and issued share capital
Rand 000
Authorised
500 000 000 authorised ordinary shares with a 125 000
par value of R0,25 each
Issued Before the specific issue of shares for
cash above
348 556 666 issued ordinary shares with a par 87 140
value of R0,25 each
In Issue After the specific issue of shares for
cash above
431 899 999 issued ordinary shares with a par 107 975
value of R0,25 each
In Issue After this General issue of shares for
cash
439 899 999 issued ordinary shares with a par 109 975
value of R0,25 each
Share Premium
After the specific issue of shares for cash 131 381
above
Raised in this issue 7 600
Total share capital 248 956
Financial effects of the general issue of shares for cash
The table below sets out the reviewed pro forma financial effects of the general
issue of shares for cash after taking into account the effects of the specific
issue of shares for cash above, on Petmin s published reviewed interim results
for the period ended 31 December 2005. The reviewed pro forma financial effects
are presented for illustrative purposes only and because of their nature may not
give a fair reflection of Petmin s results, financial position and changes in
equity after the transactions. It has been assumed for purposes of the pro forma
financial effects that the transactions took place with effect from 1 July 2005
for income statement purposes and 31 December 2005 for balance sheet purposes.
The directors of Petmin are responsible for the preparation of the reviewed pro
forma financial effects.
Before After %
(1) Change
Pro forma Pro forma
Earnings per share (cents) 15,12 14,84 (1,85)
Headline earnings per share (cents) 2,25 2,21 (1,78)
Diluted earnings per share (cents) 15,12 14,84 (1,85)
Diluted headline earnings per share (cents) 2,25 2,21 (1,78)
Net asset value per share (cents) 78,90 79,65 0,95
Net tangible asset value per share (cents) 77,31 78.08 1,00
Number of shares in issue ( 000) 431 890 439 900 1,85
1. The Before financial information has been extracted, without adjustment
from the table above after column which depicts the effects of the
specific issue of shares for cash.
2. The After column represents the effects after the general issue issue of
shares for cash of R9,6 million and issue of an additional new Petmin
shares of 8 000 000. Earnings and headline earnings per share have not been
adjusted, other than to indicate any dilutionary effect of the new
additional shares being issued, as the new funds will be used immediately
for planned capital expenditure.
3. The % Change column compares the After the transactions column to the
Before column.
Conclusion
The above financings together with the finalisation of the R40 million asset
based term loan, at prime less 1% repayable over six years from completion of
the Somkhele Anthracite project, which is expected to be commissioned by the end
of 2006 concludes the total financing required for the Somkhele Anthracite
project.
Listing of New Shares
Application will be made to the JSE on Tuesday, 2 May 2005 for the granting of
the listing of the new shares.
FURTHER CAUTIONARY
Shareholders are advised that negotiations are still in progress which, if
successfully concluded may have a material effect on the price of Petmin s
securities. Accordingly, shareholders are advised to continue exercising
caution when dealing in the company s securities until a full announcement is
made.
PRETORIA
April 24, 2006
Corporate Adviser and Sponsor
River Group
Date: 24/04/2006 03:10:19 PM Produced by the JSE SENS Department
