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Issue of Shares for cash to Russellstone Green Investments (Proprietary) Limited
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” or “the Group”)
Issue of shares for cash to Russellstone Green Investments (Proprietary) Limited
Shareholders are advised that 46,806,167 new Miranda ordinary shares (“the shares”) will be
issued to Russellstone Green Investments (Proprietary) Limited with registration number
2011/002070/07 (“Russellstone”), a subsidiary of the Russellstone Group, on 8 December
2012 at an issue price of 18.16 cents per share (“the General Issue”) raising R 8 500 000 and
is pursuant to an agreement entered into between Russellstone and Miranda dated 15
October 2012. The issue price equates to a 0.4% discount to the 30 volume weighted
average share price of Miranda on 15 October 2012, being the date that the agreement was
signed. The authority for the General Issue of shares for cash was approved by shareholders
on 2 April 2012.
An application has been made to the JSE Limited (“the JSE”) to grant a listing of the shares
on 8 December 2012 subject to payment being made by Russellstone. The shares will rank
pari passu in all respects with Miranda’s ordinary shares currently in issue.
The proceeds of the issue will be used to fund the Group’s corporate activities and costs.
Financial effects
The pro forma financial effects of the general issue on Miranda’s loss per share and headline
loss per share for the six months ended 29 February 2012 and the net asset value and net
tangible asset value per share at 29 February 2012, are set out in the table below.
The unaudited pro forma financial effects of the general issue are provided for illustrative
purposes only to illustrate the effects of the general issue on Miranda’s Reviewed results for
the six months ended 29 February 2012. The unaudited pro forma financial effects are the
responsibility of Miranda’s directors. Due to the nature of the unaudited pro forma financial
information, it may not give a fair picture of Miranda’s financial results and position after the
general issue.
1 2 3 4
Before After 1 After 2 After 3 % Change
Net asset value per (1.42) 0.79 0.79 3.10 N/A
share (cents)
Net tangible asset value (13.31) (9.54) (9.45) (6.03) 54.70
per share (cents)
Loss per share (cents) (5.68) (4.94) (4.90) (4.29) 24.55
Headline loss per share (5.68) (4.94) (4.90) (4.29) 24.55
(cents)
Number of shares in 284 510 568 327 187 153 330 296 497 377 102 664
issue
Notes and assumptions:
1. The "Before" column is extracted from the group's reviewed interim results for the six
months ended 29 February 2012.
2. The “After 1” column reflects the pro forma financial position after a general issue for
cash on 7 August 2012 based on the issue of 42 676 585 ordinary shares at 16.154
cents per share, resulting in a net cash inflow of R6 647 587 after transaction costs of
R246 397. Transaction costs are set off against equity. No interest received benefit is
assumed for purposes of adjusting earnings as it is assumed that cash proceeds will
be used for operating purposes. The effects on net asset value per share and tangible
net asset value per share are calculated based on the assumption that the general
issue for cash was effected on 29 February 2012.
3. The "After 2" column shows the pro forma financial effect after the general issue for
an asset acquisition, on 18 September 2012, based on the issue of 3 109 344
ordinary shares at 19.30 cents per share. The effects on net asset value per share
and tangible net asset value per share are calculated based on the assumption that
the general issue for cash was effected on 29 February 2012.
4. The “After 3” column reflects the pro forma financial position after the General Issue
for cash based on the issue of 46 806 167 ordinary shares at 18.16 cents per share,
resulting in a net cash inflow of R8 500 000. No interest received benefit is assumed
for purposes of adjusting earnings as it is assumed that cash proceeds will be used
for operating purposes. The effect on net asset value per share and tangible net asset
value per share is calculated based on the assumption that the general issue for cash
was effected on 29 February 2012.
Centurion
31 October 2012
Sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 31/10/2012 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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