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PET - Petmin - Details of dealings in securities by directors of a listed

Release Date: 04/12/2007 15:44
Code(s): PET
Wrap Text

PET - Petmin - Details of dealings in securities by directors of a listed company Petmin Limited (Formerly Petra Mining Limited) Incorporated in the Republic of South Africa Registration Number 1972/001062/06 Share Code: PET Aim code: PTMN & ISIN: ZAE000076014 ("Petmin", "the company" or "the group") DETAILS OF DEALINGS IN SECURITIES BY DIRECTORS OF A LISTED COMPANY * INCREASE IN PETMIN`S TOTAL BEE SHAREHOLDING FROM 30% TO 35 % * INCREASE OF ANCHOR BEE CONSORTIUM SHARE HOLDING FROM 20 % TO 33 % * INCREASE IN PETMIN`S DIRECTORS` SHAREHOLDING FROM 19 % TO 32 % Rivergroup is authorised to make the following announcement in respect of an increase of Petmin`s BEE Equity shareholding, an increase in Petmin`s Anchor BEE Consortium`s equity and an increase in Petmin`s Directors` equity. NEW AFRCA MINING FUND ("NAMF") DISINVESTEMENT FROM PETMIN NAMF. Petmin and Dark Capital (Pty) Ltd ("Dark Capital") established a close relationship pursuant to the conclusion of the acquisition of SamQuarz in 2004 by Petmin, at which time NAMF became the largest shareholder in Petmin. In terms of its mandate of facilitating BEE participation in junior mining, NAMF has been the architect and financier of significant BEE participation in Petmin. NAMF is a closed end private equity fund and in terms of its mandate is in the process of harvesting its investment portfolio. DARK CAPITAL Petmin announced on 19 September 2007 that Dark Capital, the single largest BEE shareholder in Petmin and the senior participant in the Anchor BEE Consortium in Petmin secured an option to acquire 121.7 million Petmin shares from NAMF, (collectively referred to as the "NAMF option"). Petmin has been advised that the NAMF option had been negotiated during June 2007 and was priced at the volume weighted price at the time, i.e. R 2.20 and Petmin was furthermore advised that the NAMF option (save for 1 million shares) had been exercised on 30 November 2007. Mr Alwyn Martin (a non executive director of Petmin) has a 50% indirect interest in Dark Capital, and taking into consideration the disposal of Petmin shares by Dark Capital to Petmin Directors as outlined below, the net effective acquisition of shares by Dark Capital is 99 000 000 shares. For reporting purposes Mr Martin indirectly acquired on 30 November 121 000 000 shares and indirectly disposed of 22 000 000 shares between R2.20 and R 3.25 in order to fund the exercise of the NAMF Option resulting in an indirect net increase of 99 000 000 Petmin shares. A company controlled by a family Trust in respect of which Petmin`s Chief Executive Officer, Jan du Preez has an indirect non beneficial interest advanced loans to Dark on commercial terms to enable Dark to acquire shares in Petmin. These loans to Dark may be repaid by the delivery of Petmin shares by Dark. In the event of these loans being converted, the Trust will receive between 15 000 000 and 30 000 000 Petmin shares. Millennium Consolidated Investments (Pty) Ltd, a private company in which Jan du Preez also has an indirect interest, sold 6 500 000 shares at R 3.5 on 30 November 2007 in order to assist with the funding of the exercise of the NAMF Option. Clidet 449 (Pty) Limited a private company of which Lebo Mogotsi, Petmin`s Deputy Chairperson is the sole director and in which she has an indirect interest has also concluded a transaction with NAMF resulting in Clidet 449 holding an unencumbered economic interest amounting to 3 500 000 Petmin shares. SHARE DEALINGS BETWEEN DARK CAPITAL AND PETMIN DIRECTORS Dark Capital furthermore agreed during September 2007 to offer an option of 12 million Petmin shares at a price of R 2.20 to certain Petmin Directors. Petmin has been advised that the option had been exercised on 30 November 2007. The following Petmin Directors acquired shares at R2.20 on 30 November 2007: Piet Nel 386 422 direct and 120 578 indirect non beneficial Enrico Greyling 600 000 direct Lebo Mogotsi 1 000 000 direct and 250 000 indirect non- beneficial Bradley Doig 550 000 direct and 700 000 indirect non beneficial Dawie Warmenhoven 1 500 000 indirect, non-beneficial Jan du Preez 1 500 000 direct On 14 June 2007 Petmin announced that Dark Capital concluded a transaction with NAMF in terms whereof Dark Capital initially acquired its first 40 000 000 shares from NAMF at R 1.19. The price was negotiated during January 2007 resulting from an option secured during November 2005 and formed part of NAMF`s partial disinvestment from Petmin at the time in respect of the unwinding of a BEE funding structure facilitated by NAMF for Dark Capital. In line with Dark Capital`s philosophy to enable directors to increase their interest in Petmin, it agreed during June 2007 to grant an option on 10 million Petmin shares at a price of R 1.19 to Petmin directors. Petmin has been advised that the option has been exercised on 30 November 2007 and the following Petmin Directors acquired shares at R1.19: Lebo Mogotsi 2 500 000 indirect non beneficial Bradley Doig 2 500 000 direct Dawie Warmenhoven 1 500 000-indirect, non-beneficial Jan du Preez 500 000 direct EXERCISE OF OPTIONS BY DIRECTORS Piet Nel (Petmin Chairman) 250 000 direct Dawie Warmenhoven 3 500 000 direct SHARES SOLD In order to assist the Petmin Directors to finance the acquisition of the shares under the NAMF option the following transactions have occurred: P.J. Nel sold 250 000 shares at R 3, 65 direct Mavinda Investments (Pty) Ltd sold 3 000 000 Petmin shares at R 3,65. (D.H. Warmenhoven has an indirect interest in Mavinda Investments (Pty) Ltd) TRANSACTION EFFECT The foregoing transactions have the following impact on the shareholding of Management and BEE in Petmin. Increase in Petmin`s total BEE shareholding from 30% to 35% * Increase of Anchor BEE consortium share holding from 20% to 33 % * *The difference being unrelated BEE Shareholders in Petmin Directors` and Management interests in Petmin as on 30 June 2007 (reported in Petmin Annual Report): 19%* Directors` and Management interests in Petmin as on 30 November 2007: 33%* *Includes BEE directors and Management. Petmin is pleased with the above share transactions and welcome the continued excellent relationship between Dark Capital and the Petmin Management team and wishes to thank NAMF for its valued support during the past 3 years. 04 December 2007 Johannesburg Sponsor River Group Date: 04/12/2007 15:44:18 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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