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AFO
AFO
Aflease Gold - Financial Effects and Withdrawal of Cautionary Announcement
AFLEASE GOLD LIMITED
(Formerly Sub Nigel Gold Mining Company Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
Share Code: AFO & ISIN Code: ZAE000075867
("Aflease Gold" or "the Company")
FINANCIAL EFFECTS OF SHARE SWAP TRANSACTION BETWEEN AFLEASE GOLD, TRINITY
ASSET MANAGEMENT (PROPRIETARY) LIMITED ("TRINITY") AND TRINITY HOLDINGS
(PROPRIETARY) LIMITED ("HOLDINGS") AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on SENS on 23
June 2006 wherein shareholders were advised that Aflease Gold had
concluded an agreement with Trinity and Holdings (the "Share Swap
agreement"), in terms of which Aflease Gold would acquire no less than
7 500 000 and no more than 13 000 000 Randgold and Exploration Limited
("Randgold") shares owned and controlled by Trinity and/or Holdings
("Trinity Swap Shares") in exchange for a number of Aflease Gold
shares equal to not less than 7 and not more than 10 times the number
of Trinity Swap Shares ("Share Swap Transaction").
2. Financial effects
The unaudited pro forma financial effects of the Share Swap
Transaction on Aflease Gold are set out below. These pro forma
financial effects, which are the responsibility of the directors of
Aflease Gold, are given for illustrative purposes only and because of
their pro forma nature may not give a fair reflection of Aflease"s
Gold financial results and position after the Share Swap Transaction.
Before the After the Change
Share Swap Share Swap %
Transaction Transaction
cents cents
(1) (2)
Earnings and headline (2.43) (1.81) 25.5
earnings per share
NAV and TNAV per share 27 76 181.5
Weighted average 380 818 510 818
number of shares in
issue (`000)
Number of shares in 440 015 570 015
issue (`000)
Notes:
1. Based on the unaudited results of Aflease Gold for the 12 months
ended 30 June 2006.
2. For purposes of calculating the EPS and HEPS in the "after"
column it was assumed that the Share Swap Transaction was
effected on 1 July 2005.
3. For purposes of calculating the NAV and TNAV it was assumed that
the Share Swap Transaction was effected on 30 June 2006.
4. For purposes of calculating the unaudited pro forma financial
effects, the maximum number of Aflease Gold shares to be issued
in terms of the Share Swap agreement of 130 000 000 (10 times the
maximum number of Trinity Swap Shares) was assumed.
5. The purchase price for the investment in Randgold was based on
the Aflease Gold share price of R2.40 on 30 June 2006 and 130 000
000 shares. The actual carrying value will be determined on the
effective date of the Share Swap Transaction and will be
subjected to an annual test for impairment.
6. Due to the fact that Aflease Gold"s effective shareholding in
Randgold is less than 20% and there are no other factors
initiating significant influence, the investment in Randgold will
be accounted for under the principles of investment accounting.
3. Circular to Aflease Gold shareholders
Subject to the approval by the JSE, a circular containing full details
of the Share Swap Transaction will be posted to Aflease Gold
shareholders in due course.
4. Withdrawal of cautionary announcement
Shareholders are advised that the full terms of the Share Swap
Transaction have now been released and therefore they no longer need
to exercise caution when dealing in Aflease Gold"s shares.
Johannesburg
16 August 2006
Sponsor Attorneys Reporting accountants
Nedbank Capital Deneys Reitz PricewaterhouseCoopers
Date: 16/08/2006 04:00:04 PM Produced by the JSE SENS Department
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