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MMH - Miranda Mineral Holdings Limited - Changes to the board of directors,
shareholders update and funding plans
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")
CHANGES TO THE BOARD OF DIRECTORS, SHAREHOLDERS UPDATE AND FUNDING PLANS
Introduction
Further to the announcement of 19 July 2011 advising of the appointments of
Messrs P C Pienaar and C G Knobbs as non-executive independent directors of
the Board of Directors ("the Board") of the Company with effect from 19 July
2011, the Company now reports of further changes to the composition of the
Board, and the Company`s management structures and processes, and to update
shareholders on various strategic initiatives underway within the Company.
Change to the Board
The following changes have taken place:
Appointment of Financial Director
Ms Esther Johnson has been appointed as the Financial Director of the Company
with effect from 2 September 2011. Ms Johnson is a chartered accountant with
26 years experience and is in the process of obtaining the Chartered Institute
of Management Accounting ("CIMA") qualification. After completing her
articles at KPMG she gained experience in financial management and project
management in a number of industries. She joins Miranda from the JSE-listed
Buildmax group where she occupied senior financial managerial positions
including General Manager Finance, within Buildmax`s Mining Division. She
also previously held the position of Group Financial Manager of the ASX-listed
entity, Sylvania Platinum Limited. The Board welcomes Ms Johnson and looks
forward to a long and valued working relationship.
Ms Johnson`s appointment forms part of the strategic realignment of the
Company, which also included the recent-appointment of Mr Andrew Johnson (no
relation to Ms Esther Johnson) as the Chief Executive Officer. Mr Johnson, who
is a mining engineer with significant experience, is in the process of
prioritising the Company`s asset development schedule, and in particular
advancing the feasibility study of the Sesikhona coal project, which includes
the finalisation of product "offtake" agreements, while also proceeding with
early-stage studies for the Uithoek and Burnside coking coal projects.
Mr Parawut Kobboon, who was appointed as the interim Group Financial Director
of Miranda, will remain on the board as a non-executive director.
Removal of director
In accordance with section 71(3) (b) of the Companies Act, 71 of 2008 ("the
Companies Act"), the Board has resolved to remove a non-executive and former
CEO, Mr Ron Nel as a director of the Company. The removal will take effect
in accordance with the provisions of section 70(2) of the Companies Act, but
pending that date, Mr Ron Nel is suspended from office as a director.
Shareholders will be advised once the removal becomes effective.
Re-constitution of sub-committees
The Board has re - constituted its audit, risk, compliance & safety and
remuneration, human resources & nomination sub-committees so that they are now
in compliance with the King Report and comprise independent non-executive
directors, with executive management and other directors as invitees.
Medium- to Long-Term Funding
Further to the announcement dated 2 August 2011, shareholders are advised,
that the Company has separately negotiated additional loan funding facilities
amounting to R20 million from its two largest shareholders: Global PS Mining
Investments Company Limited ("Global PS")(R15 million) and Yakani Resources
Proprietary Limited ("Yakani")(R5 million) ("the two shareholders"). This is
in addition to the existing facilities and loans of approximately R17.5
million and R2.5 million that have been previously made available by Global PS
and Yakani as referred to in the 2 August 2011 announcement.
The commitment from the two shareholders is evidence of the support enjoyed by
the Board. The two shareholders have informed the Board that they support the
continued assessment and expeditious development of Miranda`s asset base.
The financing loan facilities are in the form of unsecured convertible loans,
which bear interest at prime and mature in January 2012. In accordance with
the terms of the loan funding facilities, the Board has the option to repay
the loans in cash or convert them to equity of Miranda. The Board is also in
discussions with certain other shareholders to consider advancing loans to the
Company, on similar terms. Any conversion of the loans to equity is subject to
the Company obtaining all shareholder and regulatory approvals required to
implement the conversion.
The Board has approved a long-term financing plan in the form of a capital
raising by way of a rights issue to all shareholders, which is anticipated to
be effected early 2012.
Further details on the rights issue to shareholders will be announced in due
course.
As a result of the implementation of the above planned funding programs, the
Board believes that the Company will have sufficient funds to successfully
continue trading in the normal course of business for at least the next 12-
months.
Business Rescue Application
In the announcement of the Company of 26 July 2011 it was announced that Mr
Ron Nel had served an application on Miranda in terms of which he, in his
capacity as a shareholder and alleged creditor of Miranda, intended to make
application to the North Gauteng High Court ("the Court"), Pretoria in terms
of Section 131 of the Companies Act to place Miranda under supervision and to
commence business rescue proceedings ("Business Rescue Application").
As at the date of this announcement, the Business Rescue Application is still
to be heard by the Court.
Mr Ron Nel controls The Ronald John Nel Trust, which in turn holds
approximately 3.57 percent of the Company`s issued share capital. Thirty-four
other applicants, who hold approximately 0.0010 percent of Miranda`s share
capital, have made an intervening application to support Mr Nel`s application.
The Company, through its legal advisors, is currently responding to the
Business Rescue Application, and intervening and supporting applications. Once
all affidavits have been duly exchanged the parties will approach the Judge
President of the Court in order to request an allocation of a specific Judge
to hear the matter and assign a date for a hearing.
At this stage, it is not possible to advise shareholders when the matter may
be heard, if at all.
The Board believes the application is not in the best interest of the Company,
its shareholders, employees and creditors, and the Board will therefore
vigorously defend the Business Rescue Application and seek a judgment in this
regard.
Johannesburg
5 September 2011
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 05/09/2011 15:30:01 Supplied by www.sharenet.co.za
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