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PETRA MINING LIMITED - REVISED LISTING
PETRA MINING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1972/001062/06)
Share code: PET ISIN: ZAE 000010237
("Petmin" or "the company")
ABRIDGED pre LISTING STATEMENT AND TRANSFER OF LISTING TO THE "OTHER MINERAL
EXTRACTORS AND MINES" SECTOR OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA list
1. Introduction and nature of business
River Group is pleased to announce that, following the approval by shareholders
of the acquisition of SamQuarz (Proprietary) Limited ("SamQuarz") on Monday, 20
September 2004, the JSE Securities Exchange South Africa ("JSE") has approved
the listing of Petmin on the "Other Mineral Extractors and Mines" sector of the
JSE list with effect from commencement of trading on Monday, 27 September 2004.
SamQuarz owns and operates the largest high quality silica mine in South
Africa. Processing is done at a German designed state of the art processing
plant situated at Delmas, commissioned in 2001 at a total cost of approximately
R105 million. The operation produces a stable and significant free cash flow of
over R11 million per annum. Quarzwerke GmbH has taken a strategic decision to
sell its interest in SamQuarz in order to focus on its core markets in Europe
and Petmin has taken the decision to acquire SamQuarz as a stable cash-producing
asset which would serve as a valuable funding source for Petmin"s core business
of pursuing exploration and development opportunities and turning them to
account.
To assist with the funding of the acquisition, Petmin established a strategic
relationship with the New Africa Mining Fund who also facilitated the
introduction of Historically Disadvantaged South Africans ("HDSA") shareholding
in Petmin.
Petmin will list an additional 84 444 444 ordinary shares with a par value of
25 cents per share on the JSE at the commencement of trading on Monday, 27
September 2004.
2. NEW AFRICA MINING FUND ("NAMF")
NAMF is a R560 million private equity fund that was set up in February 2003
with capital commitments from the following companies:
* The Industrial Development Corporation of SA;
* The International Finance Corporation (a Division of the World Bank);
* ABSA Corporate and Merchant Bank;
* Harmony Gold Mine Limited;
* Kumba Resources Limited;
* BHP Billiton Plc;
* Development Bank of South Africa Limited;
* Gold Fields Limited; and
* Sanlam Limited.
NAMF is endorsed by the South African Government and supported by the South
African mining industry, and was set up, inter alia, to invest in the
exploration and development of the abundant mineral deposits in the region and
to facilitate and fund junior mining and black economic empowerment in the
mining industry. Petmin is delighted with its new strategic relationship with
NAMF, which it considers as a valuable partner in unlocking the value of South
Africa"s mineral wealth for its shareholders and growing Petmin into a HDSA
controlled mining company.
NAMF has facilitated the funding for all the HDSA shareholdings in Petmin,
except for Swanvest 311 (Proprietary) Limited. In addition, certain other HDSA
shareholders had a shareholding in Petmin prior to the SamQuarz acquisition.
3. HDSA shareholders
The HDSA shareholders in Petmin are:
Percentage
Number of shareholding
Name and description shares in Petmin
Matlapeng Resources (Proprietary) Limited,
a broad-based HDSA mining and resources
investment company 24 000 000 13,23
Little Swift Investments 73 (Proprietary) Limited,
an HDSA controlled investment holding company
in which Jabu Mabena and Lebo Mogotsi, two
of Petmin"s directors, are part shareholders 12 000 000 6,61
Swanvest 311 (Proprietary) Limited, a privately
owned HDSA investment holding company 11 111 111 6,12
Zondwa Resources (Proprietary) Limited, a
privately owned HDSA controlled mining and
resources investment company. 4 000 000 2,20
51 111 111 28,16
Existing HDSA shareholdings 5 788 390 3,19
NAMF Nominees (Proprietary) Limited 33 333 333 18,37
(These shares are managed by Decorum Capital
Partners, an HDSA controlled fund manager) 90 232 834 49,72
The above table is calculated on 181 444 444 Petmin shares in issue.
In addition, 46,8 million Petmin share options have been allocated to the above
shareholders, excluding the existing HDSA shareholders. Once these options are
exercised, the effective HDSA shareholding in Petmin will be 60%.
4. Abridged pre listing statement
This announcement is a summary of the full pre listing particulars and has been
prepared and issued pursuant to the listing of Petmin on the "Other Mineral
Extractors and Mines" sector of the JSE list. It contains the salient features
of the pre listing statement, dated 27 August 2004, which should be read in its
entirety for a full appreciation thereof. Copies of the full pre listing
particulars may be obtained during normal business hours from the offices of the
sponsor, River Sponsors (Pty) Ltd, Block C, First Floor, Parc Nouveau, 225 Veale
Street, Brooklyn, 0181.
This abridged pre listing statement is not an invitation to the public to
subscribe for securities, but is issued in compliance with the Listings
Requirements of the JSE, for the purpose of providing information to the public
with regard to Petmin.
5. Directors" Responsibility Statement
The full names, ages, nationalities, qualifications, business addresses at
which they can be contacted and occupations of the directors of Petmin are as
follows:
Name of director Age Occupation Address
Pieter J Nel - (Piet) 62 Non-Executive Chairman 1st Floor
B.Sc, AE.P Parc Nouveau
South African 225 Veale Street
Brooklyn
Dawie Warmenhoven - (Dawie) 40 Chief Executive Officer 1st Floor
B.Iuris, LLB Parc Nouveau
South African 225 Veale Street
Brooklyn
Enrico de V Greyling - (Enrico) 61 Non-Executive Director 1st Floor
BA (Hons), Bus Econ Parc Nouveau
South African 225 Veale Street
Brooklyn
Jabulani Mabena - (Jabu) 40 Non-Executive Director 1st Floor
South African Parc Nouveau
225 Veale Street
Brooklyn
Lebo Mogotsi - (Lebo) 33 Non-Executive Director 1st Floor
B.Com Parc Nouveau
South African 225 Veale Street
Brooklyn
Johann A Strijdom - (Johan) 60 Non-Executive Director 1st Floor
B.Com (Hons), (Econ), MBA Parc Nouveau
South African 225 Veale Street
Brooklyn
The directors of Petmin, collectively and individually, accept full
responsibility for the accuracy of the information given in this pre listing
statement and confirm that, to the best of their knowledge and belief, there are
no other facts, the omission of which would make any statement herein misleading
and confirm that they have made all reasonable enquiries to ascertain such
facts.
6. Summary of salient financial information
Set out below are the unaudited pro forma financial effects of the transaction
based on Petmin"s audited results for the year ended 30 June 2004. The unaudited
pro forma financial effects have been prepared for illustrative purposes only to
provide information on how the acquisition of 100% of the ordinary shares and
75% of the claims in SamQuarz ("the acquisition") and the specific issue of 11,1
million shares to NAMF Nominees ("the specific issue") (collectively, "the
transaction") may have impacted on the results and financial information of
Petmin. Because of their nature, the unaudited pro forma financial effects may
not give a fair reflection of Petmin"s financial position, after the
transaction, or the effect on future earnings. The pro forma financial effects
are the responsibility of Petmin"s directors.
Actual
"after the
acquisition"
but
"before the
Actual specific Percentage
"before" issue" change
(cents)(1) (cents)(2, 4)
Basic earnings per share (2, 3) (0,27) 8,00
Headline earnings per share (2, 3) (0,27) (3,96)
Net asset value per share (4, 5) 25,88 53,00 105
Net tangible asset value per share (4, 5) 25,88 53,00 105
Number of shares in issue ("000) 97 000 170 333
Weighted average number of shares
in issue ("000) 87 083 160 416
Pro
forma Percentage
"after the change
acquisition (based on
and the actual
issue" "before")
(cents)(3, 5)
Basic earnings per share 7,70 (4)
Headline earnings per share (3,49) 12
Net asset value per share 52,51 (1)
Net tangible asset value per share 52,51 (1)
Number of shares in issue ("000) 181 444
Weighted average number of shares
in issue ("000) 171 527
Notes:
1. Extracted from Petmin"s audited results for the year ended 30 June 2004.
2. The pro forma "after the acquisition but before the specific issue" earnings
and headline earnings per share are based on the following assumptions:
2.1 the transaction was effective 1 July 2003;
2.2 the excess of Petmin"s interest in the net fair value of SamQuarz"s
identifiable assets and liabilities over the cost of the acquisition, amounting
to R19,2 million, is recognised as income in accordance with IFRS 3. This will
not have a continuing effect on Petmin;
2.3 represents adjustments at a pre-tax rate of 10,5% on:
* the cash consideration of R30 million to be paid to acquire a 50% interest in
SamQuartz;
* the remaining transaction cost of R7.054 million not yet paid on 30 June 2004;
* the term loan of R20 million from external parties after the restructuring of
the shareholder"s loan in SamQuartz;
2.4 the after-tax interest received and foregone will have a continuing effect
on Petmin; and
2.5 headline earnings has been calculated after eliminating the excess of
Petmin"s interest in the net fair value of SamQuarz"s identifiable assets and
liabilities over the cost of the acquisition.
3. The pro forma "after the acquisition and the specific issue" earnings and
headline earnings per share include the result from the assumptions stated in
note 2 above and on the following additional assumptions:
3.1 the specific issue was effective 1 July 2003;
3.2 interest adjustment at a pre-tax rate of 10,5% on the cash proceeds from the
specific issue, which will have a continuing effect on Petmin.
4. The pro forma "after the acquisition but before the specific issue" net asset
and net tangible asset value per share are based on the following assumptions:
* the acquisition was effective 30 June 2004;
* the settlement of the purchase consideration for the acquisition of 100% of
the share capital and 75% of the shareholders" claims on loan account in
SamQuarz through the issue of 73 333 333 ordinary shares at 45 cents per share
and a cash payment of R30 million;
* consolidation entries including recognising the excess of Petmin"s interest in
the net fair value of SamQuarz"s identifiable assets and liabilities acquired
over the cost of the acquisition, amounting to R19,2 million, in income in
accordance with IFRS 3;
* fair value adjustments of R24,8 million (net of deferred tax) in terms of IFRS
3; and
* the restructuring of SamQuarz"s shareholder"s loan in terms of the Senior and
Junior Loan Agreements.
5. The pro forma "after the acquisition and the specific issue", net asset value
and net tangible asset value per share include the assumptions stated in note 4
above and the following additional assumptions:
* the specific issue was effective 30 June 2004; and
* the specific issue for cash of 11 111 111 ordinary shares at 45 cents per
share in terms of the Subscription and Option Agreement.
7. Share capital R"000
Authorised
300 000 000 ordinary shares of R0,25 per share 75 000
Issued
181 444 444 ordinary shares of R0,25 per share 45 361
Share premium 17 826
Total share capital 63 187
8. Listing on the JSE
The expected date of listing Petmin on the "Other Mineral Extractors and Mines"
sector of the JSE list is Monday, 27 September 2004, under the abbreviation
"Petmin". The three-letter JSE trading code allocated to Petmin is PET.
9. Corporate Information
Registered office:
1st Floor, Parc Nouveau, 225 Veale Street, Brooklyn, 0181 (PO Box 899,
Groenkloof, 0027).
10. Major shareholders
On 20 September 2004, the following shareholders, directly or indirectly,
insofar as is known to the directors, held 5% or more in the share capital of
Petmin:
Number of Percentage holding
Shareholder shares held of shares
Midnight Storm Investments 34 (Proprietary)
Limited 33 351 361 18,38
New Africa Mining Fund Nominees (Proprietary)
Limited 33 333 333 18,37
Matlepeng Resources (Proprietary) Limited 24 000 000 13,23
PSG Capital Limited 19 400 000 10,69
Little Swift (Proprietary) Limited 12 000 000 6,61
Swanvest 311 (Proprietary) Limited 11 111 111 6,12
133 195 805 73,40
Pretoria
23 September 2004
Corporate advisor and sponsor to Petmin
RIVER GROUP
Independent expert
Corporate Finance Division
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
BEE facilitator
NEW AFRICA MINING FUND
Auditors and reporting accountants to Petmin
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys to Petmin
Connie Myburgh Corporate Law Advisers
Connie Myburgh (Pty) Limited
(Registration number 2002/001957/07)
Attorneys to Quarzwerke
Webber wentzel bowens
Date: 27/09/2004 08:00:06 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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