| Wed 29 Nov 2006, 17:07 | | Thabex - Acquisition Of Minnex Exploration Limited |
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Thabex - Acquisition Of Minnex Exploration Limited
THABEX EXPLORATION LIMITED
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
ACQUISITION OF MINNEX EXPLORATION LIMITED
1. Introduction
Shareholders are referred to the SENS announcements on 30 November 2005 and
31 May 2006, referring to the acquisition of a 50% interest in Minnex
Exploration Ltd ("Minnex") by wholly owned Thabex subsidiary, Diamex JV
(Pty) Ltd ("Diamex"). Minnex has several kimberlite and alluvial diamond
projects and base mineral prospects. Thabex has completed a due diligence
investigation into the projects of Minnex. Diamex proposed to raise R10m by
way of a new listing on the JSE Limited ("JSE") to fund the Minnex
exploration projects. However, Diamex was not able to raise the funding and
on 21 November 2006 entered into a revised agreement with the Minnex
shareholders to acquire the entire issued share capital of Minnex.
2. Rationale for acquisition
As stated in the Company"s Annual Report for 2006, the main contributor of
Minnex to Thabex is the expertise vested in Minnex and the enhancement of
Thabex"s diversified diamond and base mineral portfolio by incorporating
Minnex"s projects into the Company. Furthermore, the cost of listing a
diamond company, including the duplication of the administration to comply
with the Listings Requirements of the JSE, will not be incurred.
3. Salient terms of the acquisition
The purchase consideration will be settled by way of the issue of 4 million
Thabex ordinary shares of 10 cents each at a premium of 190 cents per share
to the shareholders of Minnex amounting to R8 million. The effective date
of the acquisition will be 15 January 2007.
4. Conditions precedent
The acquisition is conditional upon obtaining all necessary regulatory and
shareholder approvals.
5. Pro forma financial effects
Based on the audited results of Thabex for the year ended 28 February 2006,
the pro forma financial effects of the acquisition on Thabex are set out in
the table below. The pro forma financial information has been prepared for
illustrative purposes only and because of this nature may not give a true
picture of the financial position and results of the operations of Thabex,
nor the effect and impact of the acquisition on Thabex going forward. The
calculation of the pro forma financial effects is the responsibility of the
directors of Thabex.
Before After Change
Acquisition acquisition %
Basic loss per share (cents) (20,34) (22,10) (8,67)
Diluted loss per share (cents) (20,34) (22,10) (8,67)
Headline loss per share (cents) (17,98) (20,20) (12,35)
Net asset value per share 82,35 104,75 27,20
(cents)
Net tangible asset value per 82,35 68,10 (17,31)
share (cents)
Number of share in issue 17,006,887 21,006,887 23,52
Weighted average number of 17,006,887 21,006,887 23,52
shares in issue
The pro forma financial effects in the "After acquisition" column are based
on the published audited results of Thabex for the year ended 28 February
2006, adjusted as detailed below:
5.1 The effect on basic loss and headline loss per share is based on:
- The assumption that the acquisition was effected on 1 March 2005; and
- incorporates the un-audited results of Minnex and its subsidiaries as
at 28 February 2006.
5.2 The effect on net asset and net tangible asset value per share is
based on the assumption that the acquisition had been implemented on 28
February 2006 and the net asset value attributable to Minnex was R388 000.
6 Other matters
Minnex and its subsidiaries" articles of association will be amended to
comply with the Listings Requirements of the JSE.
7 Circular to shareholders
A circular providing further detail of the transaction will be dispatched
to shareholders in due course.
Johannesburg
29 November 2006
Sponsor
PSG Capital Limited
Explore our website: www.thabex.com
E-mail: info@thabex.com
Telephone number: 0860 THABEX (0860 842239) or +27 11 459 6600
Date: 29/11/2006 05:07:03 PM Produced by the JSE SENS Department
