| Thu 30 Nov 2006, 14:56 | | Wits Gold - Wits Gold: Additional disclosure and r |
|
WGR
WGR
Wits Gold - Wits Gold: Additional disclosure and re-statement of basic,
headline and diluted loss per share
Witwatersrand Consolidated Gold Resources Limited
(Incorporated in the Republic of South Africa)
Registration Number 2002/031365/06
JSE Code: WGR
ISIN: ZAE000079703
("Wits Gold" or "the Company")
Johannesburg: 30th November, 2006
Wits Gold (JSE: WGR; ADR: WIWTY)
Wits Gold: Additional disclosure and re-statement of basic, headline and
diluted loss per share
The board of directors of Wits Gold has decided that the Company should
seek a secondary listing for its shares on an appropriate international
stock exchange. It is envisaged that this action should assist in raising
the profile of the company as well as increasing the tradability of Wits
Gold shares. As part of this process, the Company has been advised that
there were certain errors and omissions in the Company"s JSE listing
prospectus dated 24th April, 2006 and the annual report for 2006. These
comprise 1) errors in the basic, headline and diluted loss per share
calculations for the financial years 2004 and 2005; and 2) incomplete
disclosure on related parties as required by International Accounting
Standard 24.
Basic, headline and diluted loss per share
The information concerning the basic, headline and diluted loss per share
for the financial years 2004 and 2005 should be re-stated. These errors
arose from the incorrect calculation of the weighted average number of
shares in issue. This was due to the incorrect determination of the number
of shares to be used in the calculation as a result of a share split that
occurred in 2005. Both the previously stated and revised figures are set
out in the table below:
Year ended 28 Year ended 29
February 2005 February 2004
Basic loss and headline loss per
share
Previously stated
Weighted average number of
shares in issue 4 135 097 1 000
Basic and headline loss per (46.61) (89 627.90)
share (cents)
Revised
Weighted average number of
shares in issue 20 414 316 19 403 500
Basic and headline loss per (9.44) (4.62)
share (cents)
Diluted loss per share
Previously stated
Weighted average number of
shares in issue 4 135 097 1 000
Diluted loss per share (cents)
(46.61) (89 627.90)
Revised
Weighted average number of
shares in issue 20 414 316 19 403 500
Diluted loss per share (cents)
(9.44) (4.62)
The incorrect calculation also had an impact on the 2006 loss per share
figures, but this has not been restated as the effect is not considered
material.
All future financial statements will reflect the relevant revised figures
with the appropriate disclosure of International Accounting Standard 8.
Related parties
The disclosure of relationships between a company listed on the JSE Limited
and other entities is governed by JSE Listings Requirements and the
International Accounting Standard 24. These regulations identify related
parties on the basis of major shareholders, key management, economic
transactions and entities that exert significant influence, joint control
or control over a company.
The directors of Wits Gold wish to disclose that as at 28 February 2006,
the Chairman, Mr Adam Fleming was the indirect beneficial owner of 2 753
874 shares in the Company. The entities holding these shares on behalf of
Mr Fleming are tabulated below:
Rhodora 2 506 780 shares
Hardybay 247 094 shares
Total 2 753 874 shares
At the time of the Wits Gold prospectus and the annual report for 2006, it
was erroneously recorded that Mr Fleming was the indirect beneficial owner
of only 2 500 000 shares in the Company instead of 2 753 874 shares. It
should also be stated that Rhodora and Hardybay are considered to be
related parties to Wits Gold as a result of Mr Fleming"s ability to exert
significant influence over the financial decisions of these entities. Apart
from the shares held on behalf of Mr Fleming by Hardybay, Hardybay also
held 227 629 shares in Wits Gold on behalf of other parties.
Furthermore, it is now considered that FF&P Advisory and JP Morgan are
related parties to Wits Gold due to their roles as advisors as well as
their beneficial interests in the Company. The details of the transactions
involving FF&P Advisory and JP Morgan were previously disclosed in Annexure
6 of the listing prospectus, concerning material contracts. The financial
effects of these transactions were disclosed in the Section 7.6 of the
prospectus and Note 6 of the annual report for 2006. Therefore, by
association, the holding company of FF&P Advisory, namely FF&P Limited is
also a related party. Both FF&P Advisory and JP Morgan each hold an option
to acquire 700 000 shares in Wits Gold.
The Company also wishes to disclose that the East Accrington Foundation is
a material shareholder in Wits Gold, being the owner of 5 327 906 shares
and therefore is a related party.
With respect to the BEE shareholders, the Company wishes to re-confirm that
at February 2006, Prof Taole Mokoena is a director of both Continental
Africa Gold Resources Consortium (Pty) Limited and Wits Gold. Continental
Africa Gold Resources Consortium (Pty) Limited held 23.3% of the
shareholding of Wits Gold at 28 February 2006 and therefore had the ability
to exercise significant influence over Wits Gold. Similarly, Dr Humphrey
Mathe is a director of Tranter Kismet Investments (Pty) Limited as well as
Wits Gold. Dr Mathe also held 22% of the shareholding in Tranter Holdings
(Pty) Limited which in turn held 65% of the shareholding in Tranter Kismet
Investments (Pty) Limited. As a result, Dr Mathe had the ability to
exercise significant influence over both Tranter Holdings (Pty) Limited and
Tranter Kismet Investments (Pty) Limited. Therefore both Continental Africa
and Tranter Kismet are considered to be related parties due to their
material shareholding as well as the presence of common directors. Tranter
Holdings (Pty) Limited is considered a related party due to the presence of
a common director.
Blue Sky Trust held 1 015 698 shares in Wits Gold at 28 February 2006. Dr
Marc Watchorn, the CEO of the Company has significant influence over the
financial decisions of this trust. In the Company"s JSE listing prospectus
and the annual report for 2006, these 1 015 698 shares were shown to be an
indirect beneficial interest accruing to Dr Watchorn.
SA Freightliner Trucks(Pty) Limited held 118 198 shares in Wits Gold at 28
February 2006. Mr Derek Urquhart, the CFO of Wits Gold has significant
influence over the financial decisions of SA Freightliner Trucks(Pty)
Limited. In the Wits Gold JSE listing prospectus and the annual report for
2006, these 118 198 shares were shown to be an indirect beneficial interest
accruing to Mr Urquhart.
Wits Gold regrets these omissions and errors, but in the interest of
complete disclosure and good corporate governance wishes to amend the
record. Full disclosures of the above matters are available for inspection
at the registered offices of the Company.
For further information please contact:
Marc Watchorn
Chief Executive Officer
Tel: +27 11 832 1749
Derek Urquhart
Chief Financial Officer
Tel: +27 11 832 1749
Johannesburg
30 November 2006
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 30/11/2006 02:56:35 PM Produced by the JSE SENS Department
