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Keh - Keaton Energy Holdings Limited - General Issue Of Shares For Cash

Release Date: 28/02/2011 14:59:01      Code(s): KEH
KEH - Keaton Energy Holdings Limited - General issue of shares for cash         
KEATON ENERGY HOLDINGS LIMITED                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 2006/011090/06)                                            
JSE share code: KEH ISIN: ZAE000117420                                          
("Keaton Energy")                                                               
GENERAL ISSUE OF SHARES FOR CASH                                                
1    Introduction                                                               
    Shareholders are advised that Keaton Energy has issued a total of 14 484    
    129 ordinary shares for cash, representing 10% of the issued ordinary share 
    capital of Keaton Energy, in terms of the general authority to issue shares 
for cash granted by Keaton Energy shareholders at the annual general        
    meeting held on 22 July 2010 ("the cash issue").                            
2    Consideration and number of new Keaton Energy ordinary shares issued in    
    terms of the cash issue                                                     
In total, 14 484 129 ordinary shares were issued at a price of R4.50 per    
    ordinary share. The shares were issued in two tranches as follows:          
    2.1  5 555 556 ordinary shares, representing 3.84% of the issued ordinary   
    share capital of Keaton Energy, issued on 30 December 2010; and             
2.2  8 928 573 ordinary shares, representing 6.16% of the issued ordinary   
    share capital of Keaton Energy, issued on 25 February 2011.                 
    The ordinary shares were issued at a premium of 10 cents (2.19%) over the   
    30 day volume weighted average price prior to 23 December 2010, being the   
date the board of directors of Keaton Energy approved the cash issue.       
                                                                                
    A total cash amount of R65 178 581.00 has been raised in terms of the cash  
    issue and the new Keaton Energy ordinary shares issued in terms of the cash 
issue rank pari passu with the existing ordinary shares in issue.           
    The new Keaton Energy ordinary shares were placed with Plusbay Limited, an  
    affiliate of Gunvor Group Limited (www.gunvorgroup.com) and a public        
    shareholder as defined in paragraphs 4.25 and 4.26 of the JSE Limited       
Listings Requirements.                                                      
3    Application of proceeds of the cash issue                                  
    The proceeds of the cash issue will be utilised for the pursuit of new      
    business opportunities, in particular the opportunities presented by the    
recently announced transaction to refinance and acquire a 74% interest in   
    Leeuw Mining and Exploration (Proprietary) Limited.                         
4    Financial effects of the cash issue                                        
    Based on Keaton Energy`s reviewed interim group results for the six months  
ended 30 September 2010, the unaudited pro forma financial effects          
    ("financial effects") of the cash issue on Keaton Energy`s earnings per     
    share ("EPS"), headline earnings per share ("HEPS"), net asset value per    
    share ("NAV") and net tangible asset value ("NTAV") are set out below.      
The financial effects are prepared for illustrative purposes only, and      
    because of their nature, may not give a fair presentation of Keaton         
    Energy`s financial position or the effect and impact of the cash issue. The 
    financial effects are the responsibility of Keaton Energy`s board of        
directors.                                                                  
                                                                                
                                                                                
                             Before the cash   After the      Change            
issue(1)          cash issue     %                 
  EPS(2,4)  (cents)          1.7               1.6            (9.1)             
  HEPS(2,4) (cents)          1.7               1.6            (9.1)             
  NAV(3,5) (cents)           313.3             329.2          5.1               
NTAV(3,5) (cents)          313.3             329.2          5.1               
  Number of shares in issue  144 841 293       159 325 422    10.0              
  Weighted average number of                                                    
  shares in issue            144 841 293       159 325 422    10.0              
Notes:                                                                          
1    Based on Keaton Energy`s reviewed interim group results for the six months 
    ended 30 September 2010.                                                    
2    In calculating the financial effects on EPS and HEPS, it was assumed that  
the cash issue was implemented on 1 April 2010 for statement of             
    comprehensive income purposes.                                              
3    In calculating the financial effects on NAV and NTAV, it was assumed that  
    the cash issue was implemented on 30 September 2010 for statement of        
financial position purposes.                                                
4    EPS and HEPS per share have decreased as a consequence of the increased    
    shares in issue, being 159 325 422 after the issue of 14 484 129 new        
    shares.                                                                     
5    NAV and NTAV per share have increased as a consequence of the receipt of   
    the proceeds of the cash issue being R65 178 581.00 (before cash issue      
    expenses)                                                                   
Bryanston                                                                       
28 February 2011                                                                
Investment bank and sponsor                                                     
Nedbank Capital                                                                 
Attorneys to Keaton Energy                                                      
Eversheds                                                                       
Attorneys to Plusbay Limited                                                    
Webber Wentzel                                                                  
Date: 28/02/2011 14:59:00 Supplied by www.sharenet.co.za                     
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