| Fri 17 Nov 2006, 16:47 | | Yomhlaba - Update And Cautionary Announcement |
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YBA
YBA
Yomhlaba - Update And Cautionary Announcement
YOMHLABA RESOURCES LIMITED
(Registration number 1994/009012/06)
Share code: YBA & ISIN: ZAE000060281
(Suspended)
("Yomhlaba" or "the company")
UPDATE FOR SHAREHOLDERS RELATING TO:
* THE CLAIM AGAINST INGWE COLLIERIES ("INGWE"), A SUBSIDIARY OF BHP
BILLITON PLC;
* THE PROPOSED ACQUISITION OF ILANGA COAL MINES (PTY) LTD ("ILANGA") AND
RELATED MATTERS;
* ACTIONS TO BE TAKEN TO REINSTATE THE LISTING, AND
* FURTHER CAUTIONARY ANNOUNCEMENT
INTRODUCTION
The board of Yomhlaba wishes to provide shareholders with an update on
various matters that the company has been engaged in since the publication
of its Annual Financial Statements dated 21 November 2005. Notwithstanding
the lack of communication since that date, the directors have been actively
and continuously engaged in assembling the elements necessary for resolving
the company"s previous issues, acquiring new businesses for the company,
and positioning the company for a reinstatement of its listing on the JSE
Limited ("JSE").
INGWE CLAIM
The dispute arising from the termination of the service contract with Ingwe
has not yet been resolved. Since termination, Ingwe has made no claim
against Yomhlaba and no criminal charges were laid against the company, its
subsidiaries or its directors, regardless of the statements made by Ingwe
in the media in this regard. Conversely, the directors have obtained legal
advice, and have formulated a claim against Ingwe for compensation for
wrongful termination. The claim will be pursued and shareholders will be
advised in this regard in the next few days.
PROPOSED ACQUISITION OF ILANGA AND A SECOND MINE
Shareholders are referred to the SENS announcement dated 7 December 2005,
which, inter alia, detailed the terms and conditions of the acquisition of
100% of the shares in and shareholder loans against Ilanga from Risk
Reduction International ("RRI"). Since that date, the proposed terms have
changed considerably and the terms set out in the announcement of 7
December 2005 no longer apply.
Negotiations in respect of a more encompassing transaction are continuing
and a heads of agreement has been signed for the acquisition both of Ilanga
and that of a second mine, owned by RRI.
A funding facility for the acquisition of the second mine is in an advanced
state of negotiation. Written agreements in respect of the transaction are
in the process of being finalised and signed, at which stage details of the
transaction will be announced on SENS.
The rationale for the acquisition is twofold:
* to acquire a substantial business that will replace the business
destroyed by the dispute with Ingwe, and
* to reposition Yomhlaba as an empowered coal mining group holding
significant assets, with a new empowerment partner.
Full details of the transaction, which will, inter alia, require the
approval of Yomhlaba shareholders in general meeting, will be announced on
SENS as soon as the relevant agreements ("transaction agreements") are
signed.
ACTIONS STILL TO BE TAKEN TO REINSTATE THE LISTING
The board of Yomhlaba intends re-approaching the JSE to reinstate the
listing once the following actions have been completed:
* the finalisation of the audited financial statements of the company
for the period ended 30 June 2006 and publication thereof, either on
SENS or by means of posting the Annual Financial Statements; and
* signature of the transaction agreements and publication of the
particulars thereof on SENS.
The company intends finalising the financial statements within a few days
of signature of the transaction agreements.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution in trading their shares (over
the counter) until a further announcement is made regarding the matters set
out above.
17 November 2006
Pretoria
Designated and Corporate Adviser
Sasfin Capital
(a division of Sasfin Bank Ltd)
Restructuring Adviser
Gandalf Trust
Transaction Adviser
Radagast Capital (Pty) Ltd
Warning: The listing (presently suspended) of the ordinary shares in the
company is on the Alternative Exchange ("AltX"). Investors are advised of
the risks of investing in a company listed on AltX and that the JSE does
not guarantee the viability or success of a company listed on AltX. In
terms of the JSE Listings Requirements, the company is obliged to appoint
and retain a Designated Adviser ("DA"). The DA is required, inter alia, to
attend all board meetings held by the company, ensure that all the Listings
Requirements and applicable regulations are complied with, approve the
financial director of the company and guide the company in a competent,
professional and impartial manner. If the company fails to retain a DA, it
must make arrangements to appoint a new DA within ten business days,
failing which the company faces suspension of trading in its securities.
If a DA is not appointed within 30 days of its suspension, the company
faces the termination of its listing without the prospect of an appropriate
offer to minority shareholders.
Date: 17/11/2006 04:47:58 PM Produced by the JSE SENS Department
