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MMH - Miranda Mineral Holdings Limited - Claw Back Offer and Rights Offer
Declaration Announcement
Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
Share code: MMH ISIN: ZAE000074019
("Miranda" or "the Company" or "the Group")
Capital raising of up to R83.6 million by way of a claw back offer and a rights
offer ("the Transaction")
1. Introduction and Salient Features
Further to the announcement on SENS on 3 September 2010, the Company hereby
advises that it is to proceed with the Transaction which will raise new equity
capital for the Group of up to R83,6 million. The Transaction consists of:
* offers for subscription for a total of 114 489 898 new Miranda ordinary
shares;
* at an issue price of 73 cents per new Miranda ordinary share ("subscription
price");
* in the ratio of 40.241 new Miranda ordinary shares for every existing 100
Miranda ordinary shares held ("Transaction entitlement")at the expected record
date for the Transaction, namely, Friday, 8 April 2011.
The subscription price represents a premium of 28,2% to the 30 day volume-
weighted average price of Miranda ordinary shares on the JSE Limited ("the JSE")
on 24 August 2010, being the 30 business days prior to the date on which the
terms of the Transaction were settled.
The new Miranda ordinary shares comprising the Transaction will, upon allotment
and issue, rank pari passu in all respects with the other issued ordinary shares
of the Company including, inter alia, in terms of both voting and dividend
rights. Eligible shareholders will also be entitled to apply for additional new
Miranda ordinary shares in excess of their Transaction entitlement.
2. Structure of the Transaction with Global PS Mining Investments Company
Limited ("Global PS")
Pursuant to the agreement concluded on 26 August 2010 between the Company and
Global PS ("the Placee Agreement"), the claw back offer applies potentially to
the total of the authorised but unissued ordinary shares in Miranda, namely, 114
489 898 shares, but subject to the provision that Global PS`s resulting
shareholding in Miranda post the Transaction, is less than 35%.
Accordingly, notwithstanding that the Transaction has not been underwritten, the
minimum amount that will be received by Miranda upon implementation of the
Transaction is R70,1 million ("the Minimum Capital Amount"). The Minimum Capital
Amount will be received by the Company even if none of the other Miranda
shareholders subscribe for shares in terms of the Transaction. In such a
scenario, a total of 96 029 673 new Miranda ordinary shares ("Claw Back Offer
Shares") will be issued to Global PS, representing a post Transaction
shareholding in Miranda of less than 35%.
A total of 11 989 709 authorised but unissued shares in the share capital of the
Company form part of the rights offer but not of the claw back offer ("Rights
Offer Shares"). In the event that the total number of Rights Offer Shares is
taken up, the Claw Back Offer shares (at which the maximum possible shareholding
of Global PS in Miranda will remain limited to less than 35%) will increase to
102 500 189 new shares in number and the maximum value of the proceeds to be
received by Miranda in terms of the Transaction will be R83,6 million ("the
Maximum Capital Amount").
3. Rationale for the Transaction
The rationale for the Transaction is to raise sufficient equity capital for the
Group to:
* fast-track the development of Miranda Coal`s most advanced projects in KwaZulu
Natal (KZN), as part of a process aimed at optimizing value for shareholders by
means of a possible corporate action at the Miranda Coal level;
* provide working capital flexibility during the early stages of mining at
Sesikhona Colliery, the Group`s 3,7 million tonne open pit anthracite resource;
* fund a feasibility study of the open pit sections of the Group`s Uithoek and
Burnside lease areas;
* fund the ongoing development of Miranda`s pipeline of exploration projects in
KZN and elsewhere;
* provide working capital to the Group to service holding costs in respect of
its exploration and development projects; and
* recapitalise the Miranda business appropriately to allow the Group to embark
on a sustainable growth path and to lower inherent risks in the business and
asset portfolio.
4. Commitments
In terms of the Placee Agreement, Global PS has committed to subscribing for the
maximum number of Claw Back Offer Shares at the subscription price. Depending on
the extent to which existing shareholders elect to follow and/ or claw back
their pre-emptive rights, the maximum commitment from Global PS in terms of the
Placee Agreement is R74.8 million.
All suspensive conditions embodied in the Placee Agreement have been fulfilled.
No fees were paid or are due to Global PS in respect of the Transaction.
5. Conditions precedent
The final implementation of the claw back offer and the rights offer is subject
to:
* the Registrar of Companies granting its approval for the registrations
required in terms of the Companies Act No 61 of 1973 (as amended) for
implementation of the claw back offer and the rights offer, and all matters
incidental thereto; and
* valuations on certain of Miranda`s minor mineral assets being approved by the
JSE and published by no later than Wednesday, 13 April 2011.
Shareholders are advised that the JSE has granted approval for the Transaction
subject to the valuations being received.
6. Financial effects of the Transaction
The unaudited pro forma financial effects of the Transaction are presented in
the table below. These unaudited pro forma financial effects are the
responsibility of the directors of Miranda and are provided for illustrative
purposes only, to show the effect thereof on earnings and headline earnings per
share, as if the Claw Back Offer had taken effect on 1 September 2009, and on
net asset value and net tangible asset value per share, as if the Claw Back
Offer had taken effect on 31 August 2010. Because of their nature, the unaudited
pro forma financial effects may not give a fair presentation of the group`s
financial position and performance after the Claw Back Offer. The pro forma
financial effects are presented in a manner consistent with the format and
accounting policies adopted by Miranda.
In the event that only the Minimum Capital Amount is raised:
Audited,
Before the Pro forma,
Transaction After the
(Note 3) Transaction % Change
Basic loss (cents per share) (7.0) (5.3) (24)
Headline loss (cents per share) (6.7) (5.1) (24)
Weighted average number of
shares in issue (`000) 247 400 343 430 39
Net asset value (cents per share) 124.2 111.1 (11)
Net tangible asset value (cents
per share) 4.8 21.8 354
Closing number of shares in
issue (`000) 284 511 380 540 34
In the event that the Maximum Capital Amount is raised:
Audited,
Before the Pro forma,
Transaction After the
(Note iii) Transaction % Change
Basic loss (cents per share) (7.0) (5.0) (29)
Headline loss (cents per share) (6.7) (4.8) (28)
Weighted average number of
shares in issue (`000) 247 400 361 890 46
Net asset value (cents per share) 124.2 109.3 (12)
Net tangible asset value (cents
per share) 4.8 24.2 404
Closing number of shares in
issue (`000) 284 511 399 000 40
Notes:
i. The Claw Back Offer and rights offer are assumed to be effective 31 August
2010 for statement of financial position purposes and 1 September 2009 for
statement of comprehensive income purposes.
ii. The proceeds received from the Claw Back Offer, being R70.1 million in the
event that the Minimum Capital Amount is raised or R83.6 million in the event
that the Maximum Capital Amount is raised, have been applied to cash on hand.
iii. The amounts set out in the "Audited, Before the Claw Back Offer and rights
offer" column have been extracted, without adjustment, from Miranda`s annual
financial statements for the 12 months ended 31 August 2010.
iv. Other than accounting for estimated transaction expenses in the amount of
R0.82 million and the adjustment to the weighted average number of shares in
issue, the Claw Back Offer has no pro forma financial effect on Miranda`s
earnings. No interest on the funds applied to cash and bank balances has been
accounted for.
7. Salient dates and times
As at the date of this announcement and taking note of the "Conditions
precedent" referred to in paragraph 5 above, the expected salient dates and
times in respect of the Transaction are as follows:
2011
Last day to trade in Miranda Shares in order to
settle by the Record Date and to qualify to
participate in the Claw Back Offer (cum entitlement) Friday, 1 April
Listing and trading of Letters of Allocation on
the JSE commences at 09:00 Monday, 4 April
Miranda Shares commence trading ex-entitlement on
the JSE at 09:00 Monday, 4 April
Record Date for participation in the Claw Back
Offer on Friday, 8 April
Claw Back Offer Circular and Form of Instruction
posted to Shareholders, where applicable on Monday, 11 April
Claw Back Offer opens at 09:00 on Monday, 11 April
Dematerialised Shareholders will have their accounts
at their CSDP or broker automatically credited with
their entitlement Monday, 11 April
Certificated Shareholders on the register will have
their letter of allocation entitlement credited to
an account held with the Transfer Secretaries Monday, 11 April
Last day to trade in letters of allocation on
the JSE Thursday, 28 April
Listing of Claw Back Shares commences on the JSE at
09:00 on Friday, 29 April
Claw Back Offer closes (see note v) - payments to
be made and Forms of Instruction in respect of
Letters of Allocation lodged with the transfer
secretaries by Certificated Shareholders by 12:00 Friday, 6 May
Record Date for Letters of Allocation Friday, 6 May
Dematerialised Shareholders` accounts will be
updated with entitlements and debited by their
CSDP or broker and certificates posted to
Certificated Shareholders Monday, 9 May
Results of Claw Back Offer released on SENS Monday, 9 May
Results of Claw Back Offer published in the press Tuesday, 10 May
Dematerialised Shareholders` accounts will be
updated with excess shares allocated (if any) and
debited with the monies (if applicable) by their
CSDP or broker and certificates posted (if any)
to Certificated Shareholders in respect of
successful excess share applications on or about Wednesday, 11 May
Notes:
i. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the claw back offer and rights offer in the
manner and time stipulated in the agreement governing the relationship between
the shareholder and his CSDP or broker.
ii. Share certificates may not be dematerialised or rematerialised between
Monday, 4 April 2011 and Friday, 8 April 2011, both days inclusive.
iii. The CSDP/ broker accounts of dematerialised shareholders will be
automatically credited with new Miranda shares to the extent to which they have
accepted the claw back offer and rights offer.
iv. Miranda share certificates will be posted, by registered post at the
shareholders` risk, to certificated shareholders in respect of the claw back
offer and rights offer shares that have been accepted.
v. CSDPs or brokers effect payment in respect of dematerialised shareholders on
a delivery versus payment method.
vi. The abovementioned dates and times are subject to amendment. Any such
amendment will be released on SENS.
8. Further announcement
A further announcement will be published as soon as practicably possible
informing shareholders of the outcome of the remaining conditions precedent
referred to in paragraph 5 above and confirming/ amending any of the dates
referred to in paragraph 7 above.
9. Posting of circular
Shareholders are advised that a circular and a form of instruction dealing with
all aspects of the Transaction and also containing revised listing particulars,
as required by the JSE, will, subject to fulfilment of the remaining conditions
precedent referred to in paragraph 5 above, be posted to all shareholders of
Miranda on or about Monday, 11 April 2011.
Centurion
9 March 2011
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Reporting Accountant
Deloitte & Touche
Legal Advisors
Thomson Wilks Inc.
Corporate Advisor
Touchstone Capital (Pty) Ltd
Date: 09/03/2011 16:47:00 Supplied by www.sharenet.co.za
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