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MML - Metmar Limited - Further announcement regarding the general issue of shares for cash, cautionary announcement and further announcement regarding related party transactions METMAR LIMITED Incorporated in the Republic of South Africa (Registration number 1998/007269/06) Share code: MML ISIN code: ZAE000078747 ("Metmar" or "the Company") FURTHER ANNOUNCEMENT REGARDING THE GENERAL ISSUE OF SHARES FOR CASH, THE SPECIFIC ISSUE OF SHARES FOR CASH, THE ACQUISITION OF AN INTEREST IN THE FULENI ANTHRACITE PROJECT ("THE TRANSACTION"), CAUTIONARY ANNOUNCEMENT AND FURTHER ANNOUNCEMENT REGARDING RELATED PARTY TRANSACTIONS ENTERED INTO BY METMAR Metmar shareholders ("Shareholders") are referred to the announcement published by the Company on 7 June 2012 and 8 June 2012 on the Securities Exchange News Service and in the press, respectively, ("the Announcement") which sets out details of the Transaction and are advised that the unaudited pro forma financial effects of Phase 1 of the Transaction ("Financial Effects") on Metmar`s basic earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset value per share ("NAVPS") and net tangible asset value per share ("NTAVPS") are set out below. Terms defined in the Announcement bear the same meaning herein unless otherwise stated. FINANCIAL EFFECTS The Financial Effects as set out below have been prepared for illustrative purposes only, to assist Shareholders in assessing the impact of Phase 1 on Metmar`s EPS, HEPS, NAVPS and NTAVPS. These Financial Effects have been disclosed in terms of the JSE Limited Listings Requirements and, because of their nature, may not fairly present Metmar`s financial position, changes in equity, results of operations or cash flows after Phase 1. The Financial Effects are the responsibility of the directors of Metmar. Before Phase After Phase 1 Change (%)
1 (3) (1) EPS (cents) 34.5 29.3(4) (15.1) HEPS (cents) 34.1 28.9(4) (15.2) NAVPS (cents) 277.5 277.7 0.1 NTAVPS (cents) 210.8 219.7 4.2 Weighted average number of shares in 232 440 480 267 306 552 15.0 issue during the Period Shares in issue at 29 February 2012 232 440 480 267 306 552 15.0 Notes: 1 Based on Metmar`s audited results for the year ended 29 February 2012 ("the Period"). 2 The Financial Effects are based on the assumption that Phase 1 took place on 1 March 2011 for statement of comprehensive income purposes and 29 February 2012 for statement of financial position purposes. 3 After taking into account the issue of 34 866 072 new ordinary shares ("New Shares") at R2.85 per ordinary share. The proceeds from the issue of the New Shares is R97.4m after transaction costs in respect of Phase 1 ("Net Proceeds"). 4 After taking into account that the Net Proceeds will be used to fund certain core metals and minerals projects. . CONDITIONS PRECEDENT Phase 2 of the Transaction is still subject to the fulfilment of the conditions precedent referred to in the Announcement. CAUTIONARY ANNOUNCEMENT Further to the publication of the Financial Effects, the cautionary statement as set out in the Announcement remains in place until a further announcement containing the pro forma financial effects of Phase 2 has been published. RELATED PARTY TRANSACTIONS Shareholders are referred to the terms announcement published on the Securities Exchange News Service ("SENS") on 28 February 2012 ("Terms Announcement") in respect of various related party transactions ("Transactions") entered into by Metmar, being: * the purchase of an additional 20% equity interest in each of Metmar Industrial (Proprietary) Limited ("MI") and Gubha Resources (Proprietary) Limited ("Gubha") ("MI/Gubha Transaction"); * the purchase of the remaining 20% equity interest in MI ("MI Transaction"); and * the purchase of the remaining 20% equity interest in Eastern Belt Chrome Mines (Proprietary) Limited ("EBCM Transaction"). Metmar has appointed BDO Corporate Finance (Proprietary) Limited ("BDO") as independent expert regarding the Transactions and BDO has determined that the terms and conditions of each of the Transactions is fair to Shareholders. The fairness opinion provided by BDO for each of the Transactions will lie open for inspection for 28 days from the date of this announcement at Metmar`s registered office, being 24 Sloane Street, Bryanston, Sandton, 2191. Johannesburg 20 June 2012 Transaction Sponsor and Sponsor One Capital Independent Expert BDO Corporate Finance (Pty) Ltd Date: 20/06/2012 09:06:01 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.
