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MMH - Miranda Mineral Holdings Limited - Finalisation Announcement Regarding the
Claw Back Offer and Rights Offer
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")
Finalisation Announcement Regarding the Claw Back Offer and Rights Offer
1. INTRODUCTION
Shareholders are referred to the announcements published on the Stock Exchange
News Service ("SENS") on 9 and 25 March 2011 and in the press on 10 March 2011
and 28 March 2011, respectively, wherein details of Miranda`s intention to raise
up to R83.6 million by way of a claw back offer and a rights offer ("the
Transaction") were provided.
2. TERMS OF THE TRANSACTION
In terms of the Transaction, a total of 114 489 898 new shares in the authorised
but unissued share capital of Miranda will be offered in the ratio of 40.241 new
shares for every 100 Miranda ordinary shares ("the Transaction Entitlement")
currently in issue and at a price of 73 cents per share.
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 Mining Investments Company Limited ("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. CONDITIONS PRECEDENT
The board of directors of Miranda is pleased to advise shareholders that all the
suspensive conditions pertaining to the Claw Back Offer have been fulfilled,
including:
* approval of the listing, on the JSE Limited ("JSE"), of the Transaction
Entitlement shares to be allotted and issued pursuant to the Transaction.
Valuations on certain minor, greenfields assets are however still in the process
of being approved;
* approval of the listing, on the JSE, of the renounceable (nil paid) letters of
allocation ("LA`s") in respect of the Transaction;
* registration of the Circular setting out the detailed terms of the Transaction
by the Companies and Intellectual Property Registration Office; and
* granting of foreign exchange clearance to Global PS in the amount of R74.8
million, which represents the maximum commitment of Global PS in terms of the
Transaction.
The Transaction is now unconditional and will be implemented in accordance with
the timetable set out in paragraph 2 below.
4. SALIENT DATES AND TIMES
The salient dates and times pertaining to the Claw Back Offer 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) Thursday, 14 April
Listing and trading of Letters of Allocation on
the JSE commences at 09:00 Friday, 15 April
Miranda Shares commence trading ex-entitlement on
the JSE at 09:00 Friday, 15 April
Record Date for participation in the Claw Back
Offer on Thursday, 21 April
Claw Back Offer Circular and Form of Instruction
posted to Shareholders, where applicable on Tuesday, 26 April
Claw Back Offer opens at 09:00 on Tuesday, 26 April
Dematerialised Shareholders will have their accounts
at their CSDP or broker automatically credited with
their entitlement Tuesday, 26 April
Certificated Shareholders on the register will have
their letter of allocation entitlement credited to
an account held with the Transfer Secretaries Tuesday, 26 April
Last day to trade in letters of allocation on
the JSE Thursday, 12 May
Listing of Claw Back Shares commences on the JSE at
09:00 on Friday, 13 May
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, 20 May
Record Date for Letters of Allocation Friday, 20 May
Dematerialised Shareholders` accounts will be
updated with entitlements and debited by their
CSDP or broker and certificates posted to
Certificated Shareholders Monday, 23 May
Results of Claw Back Offer released on SENS Monday, 23 May
Results of Claw Back Offer published in the press Tuesday, 24 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, 25 May
Notes:
i. Dematerialised Shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the Claw Back 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
Friday, 15 April 2011 and Thursday, 21 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.
iv. Miranda Share certificates will be posted, by registered post at the
shareholders` risk, to Certificated Shareholders in respect of the Claw Back
Shares that have been accepted.
v. CSDPs or brokers effect payment in respect of Dematerialised Shareholders on
a delivery versus payment method.
5. LETTERS OF ALLOCATION
The LA`s will be listed on the main board of the JSE on Friday, 15 April 2011
and will trade under the JSE code: MMHN (short name: MIRANDA NPL) and have been
allocated an ISIN number of ZAE000152633.
6. RESTRICTIONS
The distribution of the Circular, the Claw Back Offer, the Form of Instruction
and the transfer of the Claw Back Shares and/ or the rights to subscribe for the
Claw Back Shares in jurisdictions other than South Africa may be restricted by
law and failure to comply with any of those restrictions may constitute a
violation of the laws of any such jurisdiction. Neither this Circular, nor any
Form of Instruction, may be regarded as an offer in any jurisdiction in which it
is illegal to make such an offer. In those circumstances, this circular is sent
for information purposes only. It is the responsibility of any person outside
South Africa (including, without limitation, nominees, agents and trustees for
such persons) receiving this circular and wishing to take up rights under the
Claw Back Offer, to satisfy itself as to full observance of the applicable laws
of any relevant territory, including obtaining any requisite governmental or
other consents, observing any other requisite formalities and paying any issue,
transfer or other taxes due in such territories. Shareholders holding Miranda
shares on behalf of persons who are resident outside the common monetary area
are responsible for ensuring that taking up the Claw Back Offer, or trading in
their entitlements under that offer, do not breach regulations in the relevant
overseas jurisdictions.
7. CIRCULAR
The Circular setting out the detailed terms of the Claw Back Offer will be
posted on Tuesday, 26 April 2011 to Shareholders recorded as such in the
register on Thursday, 21 April 2011.
Centurion
7 April 2011
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Corporate Advisor
Touchstone Capital (Pty) Ltd
Reporting Accountant
Deloitte & Touche
Legal Advisors
Thomson Wilks Inc.
Legal Advisors to Global PS
Abrahams Kiewitz Attorneys
Date: 07/04/2011 09:59:01 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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