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Disposal of 100% interest in Pioneer Minerals Proprietary Limited
TRANS HEX GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number (1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(“Trans Hex” or the “Group”)
DISPOSAL OF 100% INTEREST IN PIONEER MINERALS PROPRIETARY LIMITED
1. INTRODUCTION
Shareholders of Trans Hex (“Shareholders”) are advised that the Group has entered into an
agreement to dispose of its entire interest in its wholly owned subsidiary, Pioneer Minerals Proprietary
Limited (“Pioneer”), as a going concern for a cash consideration of R35 million (the “Consideration”)
(the “Disposal”) to Bondeo 140 CC (the “Purchaser”).
The Consideration is currently being held in trust and will be settled to Trans Hex on the date of
fulfilment of the last of the suspensive conditions as detailed in paragraph 3 below.
2. RATIONALE FOR THE DISPOSAL
The Disposal constitutes the final step of a strategic process, initiated in March 2007, to dispose of the
Group’s mining and prospecting projects located between Douglas and Prieska in the Middle Orange
River region of the Northern Cape Province.
Pioneer holds a diamond mining right on the farm Remhoogte (“Remhoogte”). The Purchaser owns
other diamond mining and prospecting operations in the Middle Orange River region and therefore
already has a regional presence and extensive local knowledge.
3. SUSPENSIVE CONDITIONS
The Disposal remains subject to the following suspensive conditions, all of which must be finalised by
no later than 31 December 2015:
- The Purchaser receiving the requisite consent from the Minister of the Department of Mineral
Resources (“DMR”) for their acquisition of the shares in, and shareholders claims against,
Pioneer.
- Trans Hex being satisfied that the guarantee provided by the Purchaser to the DMR has the
effect of the environmental rehabilitation liability associated with Remhoogte transferring to the
Purchaser.
- The conclusion of a marketing agreement in terms of which Trans Hex has the right to market
all diamonds produced by the Purchaser at Remhoogte.
Trans Hex will notify Shareholders once the Disposal becomes unconditional by way of a further
announcement.
4. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
The table below sets out the unaudited pro forma financial effects of the Disposal based on the
assumption that the Disposal was effective from 1 April 2013 for purposes of basic earnings per share
(“EPS”) and headline EPS (“HEPS”) and on 31 March 2014 for purposes of net asset value per share
(“NAV”) and tangible NAV (“TNAV”).
The unaudited pro forma financial effects are presented for illustrative purposes only to provide
information about how the Disposal may impact shareholders at the relevant reporting date and,
because of their nature, may not fairly present Trans Hex’s financial position, changes in equity,
results of operations, cash flows or future earnings after the Disposal has been implemented. The
unaudited pro forma financial effects have been prepared by and are the responsibility of the directors
of Trans Hex.
The financial effects have been prepared using accounting policies that comply with International
Financial Reporting Standards and are consistent with those applied in the audited financial
statements of Trans Hex for the year ended 31 March 2014.
Pro Forma
Before After the
the Disposal Disposal Percentage
(Column A)(i) (Column B)(ii) change (%)
EPS (cents) 20.7 53.8 160.0
HEPS (cents) 9.8 9.8 –
NAV (cents) 521.0 554.1 6.4
TNAV (cents) 514.8 547.9 6.4
Weighted average number of ordinary
shares adjusted for treasury shares ('000) 105 699 105 699 105 699
Notes:
i. The financial information in Column A has been extracted without adjustment from the
audited financial results of Trans Hex for the year ended 31 March 2014.
ii. The financial information set out in Column B represents the financial information set out in
Column A, after adjusting for the effects of the Disposal, based on the following
assumptions:
a. no notional interest on the Consideration has been accounted for; and
b. no transaction costs were incurred in relation to the Disposal.
5. APPLICATION OF CONSIDERATION
The Board will consider the best application for the proceeds of the Disposal, taking into account the
Group’s strategy and funding requirements. Such application may include, inter alia, funding of the
Group’s portion of the Namaqualand Mines transaction or other future acquisition opportunities.
6. CATEGORISATION OF THE DISPOSAL
The Disposal is classified as a Category 2 transaction in accordance with the JSE Limited Listings
Requirements and does not require Shareholder approval.
Cape Town
18 July 2014
Sponsor
One Capital
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