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MMH - Miranda Mineral Holdings Limited - Update to shareholders regarding
the business affairs of the Company and change in shareholding
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")-
Update to shareholders regarding the business affairs of the Company and
change in shareholding
Introduction
Further to the cautionary announcement published on 16 January 2012, this
announcement serves to advise and update shareholders regarding various
matters and considerations pertinent to the Company.
Change in shareholding
In accordance with section 122 of the Companies Act 71 of 2008, the board of
directors of Miranda ("the Board") has received notification that Incubex
Minerals Limited ("Incubex") has acquired a beneficial interest in the
securities of Miranda amounting to 24% of the total issued share capital.
The notification further specifies that the acquisition by Incubex follows
agreement reached with Global PS Mining Investments Company Limited
("Global") whereby Incubex has purchased Global`s shareholding in Miranda as
well as Global`s short term convertible loan facility and any liabilities
and obligations attached to the loan.
The Company will file the required Forms TRP 121.1 and TRP 121.2 with the
Takeover Regulations Panel ("TRP") in due course.
In terms of the agreement, Incubex has further agreed to provide sufficient
working capital to Miranda to enable the company to fund interim working
capital requirements, expenditure items and other necessary expenses
relating to its day to day operations as well as to settle certain
litigation matters.
Information on Incubex
Incubex is a privately owned, Historically Disadvantaged South African
controlled holding company that was formed through the unbundling of the
mining interests of Sephaku Holdings Limited during 2010.
The company`s subsidiaries, associates and joint ventures together hold and
are developing a number of Prospecting and Mining Rights that cover a
diverse range of mineral interests in South Africa including coal, tin,
diamonds, silica, gold and platinum. Incubex is seeking to introduce other
coal assets to the Company.
Withdrawal of Business rescue of the Company in terms of Section 131 of the
Companies Act and Court Interdict
Shareholders are reminded of:
- the announcement of 26 July 2011 and various updates thereto,
regarding the application by Mr Ron Nel(a former director and
Chief Executive Officer of the Company) whereby Mr Nel, in his
capacity as a shareholder and alleged creditor of Miranda, had
made application to the North Gauteng High Court, Pretoria in
terms of Section 131 of the Companies Act to have Miranda placed
under supervision and business rescue proceedings; and
- the announcement dated 9 January 2012, regarding the court
interdict, whereby Miranda was interdicted and restrained from
proceeding with the proposed increase in authorised share capital
contemplated in a circular to shareholders distributed on 9
December 2011, as well as the proposed rights issue (mentioned
briefly in the above mentioned circular).
As a result of the developments, and the agreement reached with Mr Nel, Mr
Nel and intervening creditors have filed a notice of withdrawal of the
Business Rescue Application.
Mr Nel also filed a notice abandoning the court interdict.
Once we receive confirmation from the courts, that the Business Rescue and
court interdict have been withdrawn successfully, shareholders will be
advised.
Legal
As regards the various legal proceedings and matters underway in the
Company, the Company is pleased to advise that a settlement agreement has
been reached in respect of a dispute between JH van der Merwe Incorporated
and Miranda.
The legal settlements referred to herein, have resulted in certain payments
being made by Incubex on behalf of Miranda, and such payments will be
treated by Miranda as a loan due to Incubex on terms similar to the
Convertible Loan facility acquired from Global.
Changes to the Board
Shareholders are informed that the Company has reconstituted its board
following the recent above mentioned developments. The new directorships
effective immediately, are as follows:
Dr Lelau Mohoba -Non Executive Chairman
(M.B.Ch.B)
Dr Mohuba is a retired medical practitioner having obtained his M.B.Ch.B at
the University of Natal in 1980. He retired 22 years later after a
distinguished medical career. He joined Boynton/Platmin in 2003 as Business
Development Director and assisted the company to successfully list on both
the TSX and AIM in 2006. He is a co-founder of the Sephaku Group and
currently serves as Chairperson for Sephaku Holdings Ltd (JSE listed in
2009), Sephaku Cement (Pty) Ltd, Sephaku Fluoride Ltd and Incubex Minerals
Ltd
Mr Jabu Mahlangu - Independent Non Executive Director
Mr Mahlangu is the Member of the Mpumalanga Provincial Legislature (since
2001), and the current Chairperson of the Portfolio Committee on Public
Works, Roads and Transport; Community Safety, Security and Liaison. He was
previously the Member of the Executive Council (MEC) responsible for
Economic Development, Environment and Tourism in the Province of Mpumalanga
(12 May 2009 - 03 November 2010), and Leader of Government Business (14 May
2004 - 03 November 2010).He is one of South Africa`s political stalwarts and
one of the longest serving members of the South African Parliament and
Provincial Legislature since 1994 to date.
Mr Michael John Yates- Independent Non- Executive Director
Mr Yates is approved by the Isle of Man Government Financial Supervision as
a Key Person, i.e. suitable for holding responsible office in a licensed
financial services company. He is a member of the institute of Bankers and
a Professional Associate (A.I.B). He also has a Trustee Diploma. He held
various directorships and acted as a Trust Manager for various trusts.
Mr Gideon (Deon) Joubert - Independent Non-Executive Director
(PrEng)(MSAICE) BSc(Eng) (Hons) MSc(Eng)(Struct)
Mr Joubert is a Professional Engineer (PrEng) Reg No 780043, a Member of the
South African Institute of Civil Engineers(MSAICE), Registered as a
Chartered Engineer in the United Kingdom(CEng) and is an Associate Member
of The Institution of Structural Engineers in the United Kingdom
(AIStructE).He spent almost two years working for Mott, Hay & Anderson in
London before returning to South Africa to join WWO Kurzke & Partners, a
specialist firm of structural engineers in Pretoria. He became a Director in
1979. In 1987 the firm amalgamated with Van Heerden, Calitz & Hayes and he
was appointed Director and Head of the Structural Division. In 1994 he was
appointed Managing Director of the Company which then changed it`s name to
Civil Concepts in 1995. He acted as Managing Director until 2010 when he
resigned the position but remained to be a Director of the Company. Deon
retires from Civil Concepts in February 2012 to seek new challenges.
Further announcements
Further clarification announcements regarding the matters contained in this
announcement as well as on the re-capitalisation and strategic vision of
Miranda, will be published as soon as practicably possible.
20 January 2012
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 20/01/2012 16:52:34 Supplied by www.sharenet.co.za
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