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NEW CORPCAPITAL LIMITED - ACQUISITION OF SABLE PLATINUM HOLDINGS (PROPRIETARY) LIMITED, CHANGE OF NAME, GENERAL REPURCHASE AND ODD LOT OFFERS

Release Date: 20/07/2012 07:12
Code(s): NCA
Wrap Text
ACQUISITION OF SABLE PLATINUM HOLDINGS (PROPRIETARY) LIMITED, CHANGE OF 
NAME, GENERAL REPURCHASE AND ODD LOT OFFERS

NEW CORPCAPITAL LIMITED 
Registration number: 2001/006539/06 
Share code: NCA ISIN: ZAE000067765 
(New Corpcapital or the Company) 

SABLE PLATINUM HOLDINGS 
(PROPRIETARY) LIMITED 
Registration number: 2009/014326/07 
(Sable) 

ACQUISITION OF SABLE PLATINUM HOLDINGS (PROPRIETARY) LIMITED, CHANGE OF 
NAME, GENERAL REPURCHASE AND ODD LOT OFFERS AND WITHDRAWAL OF 
CAUTIONARY ANNOUNCEMENT 

1. Introduction 

Further to the cautionary announcement first issued on 30 January 2012 and renewed on 12 March, 30 April and 
12 June 2012, New Corpcapital shareholders are advised that an agreement has been entered into between the 
Company, Sable and its shareholders (the Vendors) (the Acquisition Agreement) in terms of which, 
subject to the conditions referred to below, the Vendors will sell all the issued shares in Sable (the Sale 
Shares) to the Company (the Proposed Acquisition). 

On implementation of the Proposed Acquisition, the Company will change its name to Sable Platinum 
Limited, reflecting its new direction. 

2. The Consideration Shares 

In consideration for the Sale Shares, the Company will issue or deliver, in aggregate, 180 266 667 fully paid up 
ordinary shares in the Company (the Consideration Shares). 

The number of the Consideration Shares is calculated on the basis that, on the Closing Date (which is 7 business 
days after the Proposed Acquisition becomes unconditional), the Company will have 37 994 280 shares in issue 
(valued at 120 cents per issued New Corpcapital share) and Sable will have 1 664 000 shares in issue (valued at 
R130 per Sable share). 

Of the Consideration Shares: 
- on the Closing Date, the Company will issue 144 213 334 shares to the Vendors (the Allocated Shares); 
and 
- as soon as practical after the Closing Date, the Company will deliver or issue 36 053 333 shares (the 
Escrow Shares) to be held by Java Capital Trustees and Sponsors (Proprietary) Limited (the Escrow 
Agent) on behalf of certain of the Vendors alternatively as treasury shares of the Company, depending on 
the outcome of the Escrow Arrangements referred to below. 

3. The Escrow Arrangements pending award of the Syferfontein Right 

Sable has made application for a mining right for vanadium and platinum group metals on the Farm 
Syferfontein 430 JQ and Portion 2 of the Farm Uitvalgrond 341 JQ, Magisterial District Brits (the 
Syferfontein Right). The Escrow Shares will be held by the Escrow Agent pending the outcome of the 
application for the Syferfontein Right. 

If the Syferfontein Right is granted to Sable no later than the 5th anniversary of the Closing Date, provided the 
Company may extend such deadline for additional periods of any duration but not exceeding, in aggregate, a 
further 60 months ending on the 10th anniversary of the Closing Date, then the Escrow Agent shall deliver the 
Escrow Shares to the relevant Vendors. 

If the Syferfontein Right is not granted to Sable by the deadline or extended deadline/s, the Escrow Agent shall 
deliver the Escrow Shares in accordance with the written instructions from the Company to a wholly-owned 
subsidiary of the Company or to the Companys nominee. If, thereafter, the Syferfontein Right is granted to 
Sable, Sable shall transfer whatever rights in this regard that are granted to it to the relevant Vendors, 
alternatively, the Company may elect that Sable retains the rights in which event the Company shall issue or 
deliver the equivalent number of fully paid shares to the relevant Vendors. 

Pending the outcome of the Escrow Arrangements, the Escrow Shares shall in all respects be analogous to 
treasury shares of the Company. 

4. Conditions Precedent 

The Proposed Acquisition is subject to the following conditions: 
- by no later than 31 August 2012, confirmation of the outcomes of the due diligence investigations into 
Sable and New Corpcapital is given, provided that Sable may only resile from the Acquisition Agreement if 
New Corpcapitals net asset value per share is less than 110 cents (after the ten for one consolidation); 
- by no later than 15 August 2012, the requisite special resolution of shareholders of Sable is passed; 
- by no later than 30 September 2012, all requisite approvals of regulatory and statutory authorities is 
obtained; 
- the shareholders of New Corpcapital approving by no later than 14 September 2012: 
- the Proposed Acquisition and issue of the Consideration Shares on the terms contained in the 
Acquisition Agreement; 
- a waiver of a mandatory offer in terms of section 123 of the Companies Act (and the Takeover 
Regulation Panel granting such waiver in terms of the Regulations to the Companies Act); 
- the Repurchase Offer, as defined below, and delivery of the Repurchase Shares, as defined below, 
to the Escrow Agent as Escrow Shares subject to the Escrow Arrangements. 

5. Management of Sable 

With effect from the Closing Date: 
- James Allan will be appointed as the Chief Executive Officer of the Company. James Allan is a 
mining engineer and entrepreneur who has been involved in the mining and financial services 
industries for the past 29 years; 
- Rene Hochreiter will be appointed as executive director of the Company. Rene Hochreiter is a 
mining engineer and geologist who has been involved in the mining and financial services 
industries for the past 32 years; 
- David Levithan will be appointed as executive director of the Company. David Levithan is an 
attorney specialising in minerals law and has broad experience in commercial law; and 
- Marietjie van Tonder will be appointed as the Financial Director of the Company. Marietjie (CA 
(SA)) has been involved with Sable for 3 years, having previously audited and provided financial 
services to Sable. 

James Allan and Rene Hochreiter have undertaken to remain in the employ of the Company for not less than 5 
years from the Closing Date and have provided two year restraint of trade undertakings in favour of the 
Company. In addition, James Allan and Rene Hochreiter have undertaken trading restrictions in respect of their 
shareholding in the Company, comprising a major portion of the Consideration Shares, limiting disposal of 
these shares over a five year period after the Closing Date. Other Vendors have provided similar undertakings. 

6. The board of the Company 

The Vendors have undertaken to procure that the board of the Company and its board committees shall be 
constituted in compliance with the Companies Act, the Listings Requirements of the JSE and the King Code on 
Corporate Governance for South Africa, as amended or replaced from time to time. On the Closing Date, the 
board of directors of the Company shall be reconstituted. 

7. The Repurchase Offer 

New Corpcapital shall make a general pro rata offer to all shareholders of New Corpcapital to buy 50% of their 
shares in New Corpcapital for a purchase price of 120 cents per share (the Repurchase Offer), which offer 
shall open on the date the circular relating to inter alia the Proposed Acquisition and the Repurchase Offer is 
issued by the Company (or such later date as the board of the Company may determine) but shall be conditional 
upon the Proposed Acquisition becoming unconditional and thus capable of implementation and the issue of the 
Allocated Shares. The Vendors are precluded from accepting the Repurchase Offer. 

A maximum of 18 997 140 of the Companys ordinary shares could be acquired pursuant to the Repurchase 
Offer. 

All of the shares acquired pursuant to the Repurchase Offer will be delivered to the Escrow Agent under the 
terms and conditions of the Escrow Arrangements, referred to above, as part of the Escrow Shares. 

The Repurchase Offer will require New Corpcapital shareholders to elect to accept the Repurchase Offer. Any 
shareholder who does not elect to accept the Repurchase Offer will be deemed to have rejected the Repurchase 
Offer. 

8. Rationale for the Proposed Acquisition 

The Company has, in effect, ceased to carry on any business other than the realisation to best effect of its assets 
with a view to returning capital to shareholders. Currently, the Company has some 110 cents per share of net 
asset value, with its assets being principally cash or cash equivalents. The Proposed Acquisition is an alternative 
to the inevitable winding up of the Company and amounts to a reverse listing of Sable on terms that the board of 
the Company considers attractive to existing shareholders in the Company. As is referred to below, the 
Proposed Acquisition is supported by a majority of the Companys Shareholders. 

Sable is invested in a portfolio of exploration assets on the Western Limb of the Bushveld Igneous Complex 
with the primary target being platinum group metals. Other mineral opportunities forming part of the projects 
undertaken by Sable include vanadium and iron ore. To-date Sable has raised capital of R64 million in order to 
undertake its activities. 

On implementation of the Proposed Acquisition, the Company, under the guidance of a newly constituted board 
of directors, will: 
- own and control the assets held by Sable; 
- provide Sable with a platform to raise additional capital for its exploration program, and in respect of those 
projects found to be viable, enable the Company to bring such projects to the Bank Feasability Study stage; 
and 
- be positioned to continue a strategy to acquire and develop a portfolio of precious metals mining assets. 

9. Overview of Sable and its exploration projects. 

Sable is the holding company of Sable Platinum Mining (Proprietary) Limited (Sable Mining) and Roan 
Platinum (Proprietary) Limited (Roan), whose main activities are exploration and related activities such as 
the economic evaluation of the deposits and assessing the viability of constructing a mine with specific 
reference to platinum group metals and vanadium. 

Sable Mining is engaged in the exploration and evaluation of three platinum exploration projects, namely the 
Klipfontein Project, the Bank Project and the Abrina Project. 

Sable Minings exploration and evaluation activities in respect of the Syferfontein Project and the Uitvalgrond 
Project has ceased as a result of the litigation surrounding the Syferfontein Project. 

Roan is engaged in the exploration and evaluation of the Doornpoort Platinum Exploration Project. 

All of the Sable and Roan Projects are located on the Western Limb of the Bushveld Igneous Complex between 
Pretoria and the town of Northam in the North Western Bushevld Igenous Complex. 

Sables Exploration highlights to date 

Sable has provided the following information regarding its exploration activities to date, which information has 
not been verified by the board of directors of New Corpcapital: 
- Sable has 52 000 Hectares of the Western Limb of the Bushveld Igneous Complex under prospecting rights. 
A further 4 800 Hectares are under a Mining Right Application; 
- 13 exploration boreholes totalling 13 243m have been drilled across 4 project areas 
- Reef intersections have been made on 2 of the projects (Abrina and Klipfontein) which have intersected 4 
110 cmg/tonne and 833 cmg/tonne respectively. 
- The Merensky Reef has been intersected at 2 070m at the Abrina Project but is 4.03m thick with an average 
grade of 10.2g/tonne 4E. The top 1.60m of the reef averages 14.1g/tonne 4E. The UG2 Reef has been 
intersected at 2 084m at the Abrina Project and is 1.25m thick with an average grade of 7.90g/tonne 4E 
(Platinum, Palladium, Rhodium and Gold); 
- A New Reef has been intersected at 129m at the Klipfontein Project with a thickness of 4.25m and an 
average grade of 1.96g/tonne 3E (Platinum, Palladium and Gold). The top 1.50m of the New Reef also has 
a nickel grade of 0.30% which is equivalent of an additional 2g/tonne 3E. The UG2 Reef has been 
intersected at 1 945m with a thickness of 2.05m with an average grade of 2.64 g/tonne 3E; 
- Drilling on the Bank and Doornpoort Projects is progressing towards the anticipated reef horizons. 

Harry Meadon (MSc Geology) of HM Exploration CC registered with the South African Council for Natural 
and Scientific Professions (registration number 400371/83) has been appointed by Sable to independently verify 
the data referred to above. On 19 July 2012 Mr Meadon issued a Qualified Person Statement in terms of 
which he confirms that he has verified the data by reviewing the loggings, assay results and all other related 
information, including the in-house and external QA&QC reports and that he is satisfied and confident that the 
technical data used in this announcement and referred to above is correct. The Sable board in providing such 
values has relied on the Qualified Person Statement issued by Harry Meadon, as a Competent Person under 
the SAMREC Code. 

Harry Meadon, as a Competent Person: 

 (i) has approved the information in writing in advance of the publication of this announcement; and 

(ii) has stated he is independent of Sable and the Company. 

Sable and its principal shareholders (holding in excess of 70% of the Sale Shares) have warranted that the Sable 
group companies have undertaken to use their best endeavours to ensure that Sable continues to comply with all 
conditions and regulatory requirements applicable to the rights it has been awarded, including in respect of 
Black Economic Empowerment. 

10. Unaudited pro forma financial effects of New Corpcapital 

The unaudited pro forma statement of comprehensive income (Income Statement) and pro forma statement 
of financial position (Balance Sheet) are the responsibility of the directors of New Corpcapital. They have 
been prepared for illustrative purposes only, in order to provide information about the financial position and 
results of New Corpcapital, assuming the Proposed Acquisition and the Repurchase Offer had been 
implemented on 1 September 2011, in respect of the Income Statement and 29 February 2012 in respect of the 
Balance Sheet. Due to its nature, the pro forma financial information may not give a fair reflection of New 
Corpcapitals financial position and results of operations subsequent to the Proposed Acquisition and the 
Repurchase Offer. The detailed unaudited pro forma financial information will be set out in the circular to be 
sent to New Corpcapital shareholders in due course. The financial effects, however, are summarised below. 
The independent reporting accountants limited assurance report on the unaudited pro forma financial 
information will be included in the circular. 

The table below sets outs the pro forma financial effects of the Proposed Acquisition and the Repurchase Offer 
on New Corpcapital. It has been assumed in the pro forma financial effects set out below that: 
- the Corporate Restructure Actions (as defined below) have been implemented (including the ten for one 
consolidation); and 
- all the Consideration Shares (including the Escrow Shares) are issued to the Vendors. 

The directors of New Corpcapital are responsible for the preparation of the financial effects. 

					Before Proposed 		After Proposed			% Change
					Acquisition (cents) 		Acquisition (cents)

Basic (loss) / earnings per share 	(4.74) 				(10.01) 			(111.18%) 
Diluted (loss) / earnings per share 	(4.74) 				(10.01) 			(111.18%) 
Headline (loss) / earnings per 
share 					(4.74) 				(10.01) 			(111.18%) 
Diluted headline (loss) / 
earnings per share 			(4.74) 				(10.01) 			(111.18%) 

Net asset value per share 		111.07 				29.32 				(73.60%) 
Tangible net asset value per share 	111.07 				28.32 				(74.50%) 

					Before Repurchase 		After Repurchase		% Change
					Offer, After Proposed 		Offer (cents)
					Acquisition (cents) 

Basic (loss) / earnings per share 	(10.01) 			(10.07) 			(0.60%) 
Diluted (loss) / earnings per share 	(10.01) 			(10.07) 			(0.60%) 
Headline (loss) / earnings per share 	(10.01) 			(10.07) 			(0.60%) 
Diluted headline (loss) / 
earnings per share 			(10.01) 			(10.07) 			(0.60%) 

Net asset value per share 		29.32 				19.87 				(32.23%) 
Tangible net asset value per share 	28.32 				18.76 				(33.76%) 

11. Irrevocable undertakings 

New Corpcapital shareholders holding 62,24% of the issued shares of New Corpcapital have provided 
irrevocable undertakings to vote in favour of all resolutions required to approve and implement the Proposed 
Acquisition at any general meeting of shareholders of New Corpcapital convened for such purpose. 

12. Odd-lot offer 

Shareholders are referred to the announcement released on SENS on 12 June 2012 advising shareholders that 
the Company had posted a circular to its shareholders in respect of: 
- the conversion of the Companys par value shares to no par value shares; 
- the increase of the Companys authorised share capital; 
- the amendment of the Companys existing memorandum of incorporation for the purpose of the 
consolidation; 
- the consolidation of the Companys share capital in the ratio of 10:1; and 
- the adoption of a new memorandum of incorporation for the Company, 
(collectively the Corporate Restructure Actions). 

The Corporate Restructure Actions were approved at the general meeting of the Company on 17 July 2012 and 
the implementation of them is in process. 

After implementation of the Corporate Restructure Actions and in the implementation of the Proposed 
Acquisition and allotment and issue of the Allocation Shares to the Vendors, approximately 3 511 
Newcorpcapital shareholders (the Odd-lot Holders), being 64,65% of the total number of New Corpcapital 
shareholders will hold less than 100 New Corpcapital shares. These shareholders will hold approximately 
65 085 shares in aggregate constituting approximately 0.0357% of the total number of shares in issue after the 
implementation of the Corporate Restructure Actions and the issue of the Allocation Shares. 

In order to reduce the substantial and ongoing costs of administration connected with a large number of Odd-lot 
Holders, and to provide them with a cost-free method of realising their investment in the Company, the 
directors of the Company are proposing the implementation of an odd-lot offer in terms of which the Company 
will offer to repurchase from the Odd-lot Holders all of their shares for a purchase price of 120 cents per New 
Corpcapital share repurchased (the Odd-lot Offer). 

The Odd-lot Offer will be conditional on: 
- an amendment to the Memorandum of Incorporation of the Company allowing for odd-lot offers being 
passed by the requisite number of shareholders at a general meeting; 
- a resolution authorising the Odd-lot Offer being passed by the requisite number of shareholders at a general 
meeting; and 
- the filing of the amendment to the Memorandum of Incorporation with the Companies and Intellectual 
Property Commission. 

Odd-lot Holders will be given an opportunity to elect to accept or reject the Odd-lot Offer. Subject to the 
fulfilment of the conditions precedent applicable to the Odd-lot Offer, Odd-lot Holders who do not make an 
election will automatically be regarded as having elected to sell their Odd-lot Holding, without any further 
action on their part and without any further notice to them and their shares will be repurchased. 

The maximum number of New Corpcapital shares which could be repurchased under the Odd-lot Offer is 
65 085 New Corpcapital shares for an aggregate purchase price of R78 102. 

The effect of the Odd-lot Offer on New Corpcapitals net asset value, earnings and headline earnings per share 
is not significant and therefore has not been disclosed. 

13. Documentation 

A circular containing full details of the Proposed Acquisition, the Repurchase Offer and the Odd-lot Offer and 
incorporating a notice of general meeting of shareholders and revised listings particulars will be posted to New 
Corpcapital shareholders in due course. 

14. New Corpcapital responsibility statement 

The board of New Corpcapital accepts responsibility for the information contained in this announcement which 
relates to New Corpcapital and confirms that, to the best of its knowledge and belief, such information which 
relates to New Corpcapital is true and the announcement does not omit anything likely to affect the importance 
of such information. 

15. Sable responsibility statement 

The board of Sable accepts responsibility for the information contained in this announcement which relates to 
Sable and confirms that, to the best of its knowledge and belief, such information which relates to Sable is true 
and the announcement does not omit anything likely to affect the importance of such information. 

16. Withdrawal of cautionary announcement 

As a result of the above disclosures, shareholders are advised that they no longer need to exercise caution when 
dealing in their New Corpcapital shares. 

Johannesburg 
19 July 2012 

Corporate Advisor, Legal Advisor 
and Sponsor to New Corpcapital 
Java Capital

Auditors and Reporting Accountants 
to New Corpcapital 
PKF

Independent Expert 
PSG Capital

Legal Advisor to Sable 
david levithan

Technical Advisor 
Minxcon


Date: 20/07/2012 07:12:00 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
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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,
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