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PETRA MINING LIMITED
(REG NO. 72/01062/06)
("PETMIN")
ANNOUNCEMENT TO SHAREHOLDERS REGARDING:
THE PROPOSED DISTRIBUTION, IN SPECIE, BY PETMIN OF ITS ENTIRE SHAREHOLDING IN
THE MOLOPE GROUP LIMITED ("MOLOPE") AS A PARTIAL UNBUNDLING TRANSACTION IN
TERMS OF SECTION 60 OF THE INCOME TAX ACT, (ACT 113 OF 1993) AS AMENDED;
THE PROPOSED ACQUISITION BY PETREX (PROPRIETARY) LIMITED ("PETREX"), A WHOLLY
OWNED SUBSIDIARY OF PETMIN, OF GROOTVLEI PROPRIETARY MINES LIMITED
("GROOTVLEI") AND CONSOLIDATED MODDERFONTEIN MINES LIMITED ("CONS MODDER");
THE PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF PETMIN;
THE PROPOSED ISSUING OF 11 187 440 ORDINARY SHARES OF PETMIN BY MEANS OF A
RIGHTS ISSUE; AND
THE PROPOSED TRANSFER OF LISTING TO THE "GOLD-RAND AND OTHERS" SECTOR.
1. INTRODUCTION
FURTHER TO THE CAUTIONARY ANNOUNCEMENT PUBLISHED ON 1 DECEMBER 1998 AND THE
ANNOUNCEMENT TO SHAREHOLDERS PUBLISHED ON 3 DECEMBER 1998, BOE SECURITIES
(PROPRIETARY) LIMITED ARE AUTHORISED TO ANNOUNCE THAT;
- THE DIRECTORS OF PETMIN HAVE APPROVED THE DISTRIBUTION, IN SPECIE, OF
PETMIN'S ENTIRE SHAREHOLDING IN MOLOPE BY WAY OF A DIVIDEND AS A PARTIAL
UNBUNDLING TRANSACTION IN TERMS OF SECTION 60 OF THE INCOME TAX ACT, (ACT 113
OF 1993), AS AMENDED ("THE SHARE DISTRIBUTION");
- PETREX HAS ACQUIRED 100% OF THE ISSUED SHARE CAPITAL AND LOAN ACCOUNT OF
GROOTVLEI AND 100% OF THE ISSUED SHARE CAPITAL AND LOAN ACCOUNT OF CONS MODDER
FROM HARMONY GOLD MINING COMPANY LIMITED ("HARMONY") FOR A TOTAL CONSIDERATION
OF NINETY MILLION RAND ("THE ACQUISITIONS").
- THE AUTHORISED ORDINARY SHARE CAPITAL OF PETMIN BE INCREASED FROM 40000000
ORDINARY SHARES OF 25 CENTS EACH TO 120000000 ORDINARY SHARES OF 25 CENTS EACH;
AND
- THE ISSUE OF 11 187 440 ORDINARY SHARES IN PETMIN BY MEANS OF A RIGHTS ISSUE
("THE RIGHTS ISSUE").
ALL THE ABOVE PROPOSALS ARE SUBJECT TO THE FULFILMENT OF THE CONDITIONS
PRECEDENT SET OUT BELOW.
THE DIRECTORS OF PETMIN ARE OF THE OPINION THAT THE SHARE DISTRIBUTION, THE
ACQUISITIONS AND THE RIGHTS ISSUE WILL HOLD SIGNIFICANT SHORT AND LONG TERM
BENEFITS FOR PETMIN AND ITS SHAREHOLDERS.
2. SALIENT FEATURES
2.1 THE SHARE DISTRIBUTION
PETMIN WILL DISTRIBUTE TO ITS SHAREHOLDERS REGISTERED ON 29 JANUARY 1999 ("THE
RECORD DATE") ITS ENTIRE SHAREHOLDING OF 28 812 560 "N" ORDINARY SHARES HELD IN
MOLOPE, BY WAY OF A DIVIDEND. THE SHARE DISTRIBUTION WILL RESULT IN
SHAREHOLDERS RECEIVING ONE MOLOPE "N" ORDINARY SHARE FOR EVERY ONE PETMIN SHARE
REGISTERED IN THEIR NAME ON THE RECORD DATE. AFTER THE SHARE DISTRIBUTION THE
EXISTING SHARE CERTIFICATES IN PETMIN WILL REMAIN GOOD FOR DELIVERY ON THE
JOHANNESBURG STOCK EXCHANGE ("JSE").
2.2 THE ACQUISITIONS
PETREX HAS ACQUIRED 100% OF THE ISSUED SHARE CAPITAL AND LOAN ACCOUNT OF
GROOTVLEI AND 100% OF THE ISSUED SHARE CAPITAL AND LOAN ACCOUNT OF CONS MODDER
AND ITS SUBSIDIARIES FROM HARMONY FOR A TOTAL CONSIDERATION OF NINETY MILLION
RAND ("THE PURCHASE CONSIDERATION"). THE PURCHASE CONSIDERATION IS TO BE
SETTLED BY THE ISSUING, IN RENOUNCEABLE FORM, OF 40 000 000 ORDINARY SHARES IN
PETMIN AT 150 CENTS PER SHARE ("THE SETTLEMENT SHARES") AND THIRTY MILLION RAND
IN THE FORM OF A LOAN ACCOUNT FROM HARMONY. THE SETTLEMENT SHARES WILL BE
RENOUNCED BY HARMONY TO THIRD PARTIES IN EXCHANGE FOR 12 000 000 MOLOPE "N"
ORDINARY SHARES AT 500 CENTS PER SHARE. THE LOAN IS REPAYABLE IN 21 EQUAL
MONTHLY INSTALMENTS FROM 31 MARCH 1999 AND BEARS INTEREST AT A FIXED RATE OF
10% PER ANNUM.
2.3 THE RIGHTS ISSUE
THE DIRECTORS OF PETMIN HAVE RESOLVED TO PROCEED WITH A RIGHTS ISSUE OF 11 187
440 ORDINARY SHARES AT AN ISSUE PRICE OF 150 CENTS PER SHARE TO ALL THE
SHAREHOLDERS OF PETMIN REGISTERED ON THE RECORD DATE. EACH SHAREHOLDER WILL
HAVE THE RIGHT TO SUBSCRIBE FOR 39 NEW ORDINARY SHARES IN PETMIN FOR EACH 100
ORDINARY SHARES HELD IN PETMIN ON THE RECORD DATE.
THE RIGHTS ISSUE WILL BE UNDERWRITTEN BY PRETKLERK BELEGGINGS (EIENDOMS)
BEPERK, THE CONTROLLING SHAREHOLDER OF PETMIN.
3. RATIONALE AND PROSPECTS
THE UNDERLYING INVESTMENTS OF PETMIN PRIMARILY CONSIST OF 28 812 560 MOLOPE "N"
ORDINARY SHARES AND 100% OF THE ISSUED SHARE CAPITAL OF NIGEL GOLD MINING
COMPANY (PROPRIETARY) LIMITED ("NIGEL"). THE DIRECTORS ARE OF THE OPINION THAT
THE INVESTORS IN PETMIN INVESTED IN A COMPANY THAT IS INVOLVED IN THE MINING
INDUSTRY AND NOT ONE THAT HOLDS A SUBSTANTIAL SHAREHOLDING IN A SPECIALISED
OUTSOURCING GROUP. THE ACQUISITIONS AND THE SHARE DISTRIBUTION WILL ENSURE THAT
PETMIN REMAINS FOCUSED ON ITS MAIN ACTIVITY, NAMELY MINING. THE GROOTVLEI AND
CONS MODDER MINES BORDER NIGEL AND SYNERGIES REGARDING EXTRACTION OF ORE AND
DEVELOPMENT ARE CREATED WITH THE ACQUISITIONS. THE ACQUISITIONS WILL INCREASE
THE ORE RESERVES OF PETMIN BY 100% AND THE FORECAST YEARLY GOLD PRODUCTION FROM
1 1 500 KILOGRAMS TO 1 4 000 KILOGRAMS. THE RIGHTS ISSUE WILL ENSURE THAT
PETMIN HAS SUFFICIENT CASH AVAILABLE TO DEVELOP AND EXPAND ITS MINING
OPERATIONS TO MAXIMUM EFFICIENCY.
4. APPLICATION FOR LISTING
APPLICATION WILL BE MADE TO THE JSE FOR THE LISTING OF THE NEW PETMIN ORDINARY
SHARES TO BE ISSUED PURSUANT TO THE ACQUISITIONS AND THE RIGHTS ISSUE.
APPLICATION WILL FURTHER BE MADE TO THE JSE TO TRANSFER THE LISTING FROM THE
"FINANCIAL-MINING HOLDING" SECTOR OF THE JSE LIST TO THE "GOLD-RAND AND OTHERS"
SECTOR, AS PETMIN'S ONLY INVESTMENT WILL BE IN GOLD MINING OPERATIONS ON THE
EAST RAND.
5. CONDITIONS PRECEDENT
5.1 THE SHARE DISTRIBUTION
THE SHARE DISTRIBUTION IS SUBJECT TO, INTER ALIA, THE FULFILMENT OF THE
FOLLOWING CONDITIONS PRECEDENT:
- FINAL APPROVAL FROM THE SOUTH AFRICAN REVENUE SERVICES IN TERMS OF SECTION 60
OF THE INCOME TAX ACT, (ACT 113 OF 1993) AS AMENDED;
- THE APPROVAL OF PETMIN SHAREHOLDERS IN GENERAL MEETING AND THE PASSING OF ALL
THE NECESSARY RESOLUTIONS.
5.2 THE ACQUISITIONS
THE ACQUISITIONS ARE SUBJECT TO, INTER ALIA, THE FULFILMENT OF THE FOLLOWING
CONDITIONS PRECEDENT:
- THE APPROVAL BY THE JSE OF THE LISTING OF THE SETTLEMENT SHARES TO BE ISSUED
PURSUANT TO THE ACQUISITIONS;
- THE NECESSARY REGULATORY APPROVAL BEING RECEIVED FROM THE JSE;
- THE APPROVAL OF PETMIN SHAREHOLDERS IN GENERAL MEETING AND THE PASSING OF ALL
THE NECESSARY RESOLUTIONS; AND
- THE ALLOCATION BY THE DEPARTMENT OF MINERALS AND ENERGY AFFAIRS OF A MINING
AUTHORISATION IN RESPECT OF BOTH OF THE MINES.
5.3 THE RIGHTS ISSUE
THE RIGHTS ISSUE IS SUBJECT TO, INTER ALIA, THE FULFILMENT OF THE FOLLOWING
CONDITIONS PRECEDENT:
- THE APPROVAL BY THE JSE OF THE LISTING OF THE SHARES TO BE ISSUED PURSUANT TO
THE PROPOSED RIGHTS ISSUE; AND
- THE APPROVAL OF PETMIN SHAREHOLDERS IN GENERAL MEETING AND THE PASSING OF ALL
THE NECESSARY RESOLUTIONS.
6. FINANCIAL EFFECTS
6.1 ON PETMIN SHAREHOLDERS BEFORE THE ACQUISITIONS AND SHARE DISTRIBUTION
AUDITED UNAUDITED
FOR THE FOR THE SIX
YEAR MONTHS
ENDED ENDED
28/02/98 31/08/98
EARNINGS PER SHARE (CENTS) 3.7 2.4
NET ASSET VALUE PER SHARE (CENTS) 426 664
WEIGHTED NUMBER OF SHARES IN ISSUE 28 812 560 28 812 560
6.2 ON PETMIN SHAREHOLDERS AFTER THE ACQUISITIONS AND SHARE DISTRIBUTION
FOR THE FOR THE
YEAR SIX MONTHS
ENDED ENDED
28/02/98 31/08/98
EARNINGS PER SHARE (CENTS) 19.1 43.5
NET ASSET VALUE PER SHARE (CENTS) 463 701
THE EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE ARE CALCULATED ON THE
BASIS THAT THE PETMIN, MOLOPE, GROOTVLEI AND CONS MODDER FINANCIAL PERIODS
DIFFER.
7. DOCUMENTATION
A CIRCULAR, SUBJECT TO JSE APPROVAL, INCORPORATING A NOTICE CONVENING A GENERAL
MEETING OF SHAREHOLDERS AND SETTING OUT FULL DETAILS OF THE SHARE DISTRIBUTION,
THE ACQUISITIONS AND THE RIGHTS ISSUE WILL BE SENT TO PETMIN SHAREHOLDERS IN
DUE COURSE.
8. CANCELLATION OF CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS ARE ADVISED THAT CAUTION IS NO LONGER REQUIRED WHEN DEALING IN
PETMIN'S SHARES ON THE JSE.
PRETORIA
7 DECEMBER 1998
DIRECTORS:
PJ NEL (NON-EXECUTIVE CHAIRMAN), PF DU PREEZ (MANAGING DIRECTOR), JA STRIJDOM,
HVW CHAPMAN, JC DU PREEZ, GJH COMBRINCK
REGISTERED OFFICE:
28 VISAGIE STREET, GUARANTEE HOUSE, 5TH FLOOR
PO BOX 9446, PRETORIA, 0001
TRANSFER SECRETARIES:
MERCANTILE REGISTRARS,
94 PRESIDENT STREET, 7TH FLOOR
PO BOX 1053, JOHANNESBURG, 2000
AUDITORS:
PRICEWATERHOUSECOOPERS,
GOBIE STREET, NEWLANDS
PO BOX 35296, MENLOPARK, 0102
SPONSORING BROKER
BOE SECURITIES
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