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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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
