Wrap Text
correction to pro forma financial effects and cautionary withdrawal announcement
Jubilee Platinum PLC
Registration number (4459850)
JSE share code: JBL
AIM share code: JLP
ISIN: GB0031852162
("Jubilee" or the "Company")
Not for release, publication or distribution in whole or in part in,
into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Amendment: Pro forma financial effects reference to currency unit
amended to reflect pence not cents
The following announcement replaces the announcement made on 11 April
2013 at 11.30 am (UK time) and 12.30pm (SA time) with the RNS number
1262C and the SENS Number S30562. The units in the two tables should
be “pence” rather than “cents”, with no effect on numbers. All other
details remain unchanged. The full amended text is shown below.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION BY
JUBILEE OF PLATINUM AUSTRALIA LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
Jubilee Platinum, the JSE listed and AIM quoted ‘Mine-to-Metals’
exploration and development company, is pleased to announce the
unaudited pro forma financial effects of the proposed acquisition of
the entire issued capital of Platinum Australia Limited (“PLA”) by
Jubilee (“the Transaction”).
Key Features based on 30 June 2012 pro forma results:
- Headline loss per share reduced by 6.17%;and
- Tangible net asset value per share up 317.72%
On 25 February 2013, the Company announced that it had executed the
Implementation Deed and Supporting Transactional Documents
("Transactional Agreements") relating to the acquisition of PLA by
Jubilee to be effected by way of a scheme of arrangement in terms of
Australian law. The announcement incorporated a cautionary statement.
Completion of the Transaction would result in the creation of a
significant South African platinum group metals producer supported by
strong prospects for expansion through the development of its near-
surface resources. This would propel Jubilee into a fully integrated,
operational platinum mining company offering both short-term and
long-term growth of the current operations.
The unaudited pro forma financial effects of the Transaction are
illustrated below in compliance with the Listings Requirements of the
JSE Limited (“JSE”). The pro forma financial effects do not attempt
to illustrate the business plan of the enlarged Jubilee group on a
forward looking basis but simply captures the historical financial
information of both Jubilee and PLA. The financial effects also
include a number of assumptions on share price.
Leon Coetzer, CEO of Jubilee Platinum, said:
“This will be a transformational deal, creating an enlarged entity
with an exceptional asset base and clear scope for growth. The pro
forma figures we have disclosed today do not tell the full story. It
is important to note the historic nature of the numbers and fact that
PLA was in administration for part of the comparative period while a
number of share price assumptions have been made. We look forward to
providing further updates in due course, which will further highlight
the benefits of the deal.”
The pro forma financial effects are presented to illustrate the
financial effects of the Transaction on the enlarged Jubilee group
based on the audited annual financial results of both Jubilee and PLA
(“Entities”) for the 12 months ended 30 June 2012, during which
period both Entities were operational, as well as the financial
effect of the Transaction based on the reviewed condensed interim
financial results of both Jubilee and PLA for the six months ended 31
December 2012, during which period PLA was under administration.
The unaudited pro forma financial effects are the responsibility of
the directors of Jubilee and have been prepared for illustrative
purposes only. Due to the nature of these pro forma financial
effects, the table below may not fairly present Jubilee’s financial
position, changes in equity and results of its operations or cash
flows for the period. It does not purport to be indicative of what
the financial results would have been, had the Transaction been
implemented on a different date.
Unaudited pro forma financial effects based on the audited annual
financial results of the Entities for the period ended 30 June 2012
The table below sets out the unaudited pro forma financial effects of
the Transaction on, inter alia, Jubilee’s Earnings Per Share (“EPS”),
fully diluted EPS, Headline Loss Per Share (“HLPS”), fully diluted
HLPS, Net Asset Value (“NAV”) per ordinary share and Tangible NAV
(“TNAV”) per ordinary share based on the most recently published
audited annual results of Jubilee for the year ended 30 June 2012 and
the most recently published audited annual results of PLA for the
year ended 30 June 2012. The unaudited pro forma financial effects
are based on the assumptions set out beneath the table and include
assumptions on share price.
Unaudited pro forma financial effects based on 30 June 2012
Unaudited
Audited Pro forma pro forma
(2,
financial adjustments financial Percentage
information(1) 3, 4, 5)
information change
EPS (pence) (2.43) 9.64 7.21 396.71%
Diluted EPS (2.35) 9.44 7.09 401.70%
(pence)
HLPS (pence) (2.43) 0.15 (2.28) 6.17%
Diluted HLPS (2.35) 0.10 (2.25) 4.26%
(pence)
NAV per share 25.10 1.25 26.35 4.98%
(pence)
TNAV per share (3.33) 10.58 7.25 317.72%
(pence)
Ordinary shares 288.12 288.80 576.92 100.24%
in issue (‘m)
Weighted 279.15 288.79 567.94 103.45%
average number
of ordinary
shares in issue
(‘m)
Notes and assumptions:
1) Extracted from the consolidated audited annual financial
statements of Jubilee for the financial year ended 30 June 2012.
2) Prepared on the assumption that the Transaction took place on 1
July 2011 for purposes of the pro forma statement of comprehensive
income and on 30 June 2012 for purposes of the pro forma statement
of financial position.
3) The pro forma financial effects have been prepared on the
assumption that:
- 195 409 823 new Jubilee shares are issued at 9 pence each to
PLA shareholders;
- that 50% of the current debt held by Macquarie Bank Limited
will be converted into equity in the Enlarged Group valued at
approximately AUD11.1 million (GBP7.5 million) by the issue of
83 885 210 new Jubilee shares at 9 pence each;
- the remaining portion of the debt, expected to be AUD9.8
million, is settled in cash;
- all creditors’ claims against PLA, estimated to be GBP1.47
million, will be extinguished, in part with cash of AUD668 065
and in part by the issue of 9 498 444 new jubilee shares, in
terms of the creditor compromise. Administrator and trustee
fees of AUD250 000 are incurred in respect of the settlement of
creditors; and
- Jubilee will procure project funding for the re-commissioning
of Smokey Hills of at least ZAR190 million (translated into
GBP14.70 million at the closing ZAR:GBP exchange rate of
ZAR12.9286:GBP as at 30 June 2012).
4) The pro forma financial effects incorporate the consolidated
audited annual financial statements of PLA for the financial year
ended 30 June 2012 and adjustments pertaining to a provisional
purchase price allocation exercise which has been completed in
terms of IFRS 3: Business Combinations. The PLA financial
information includes adjustments for material events subsequent to
30 June 2012, reflected in PLA’s presentational currency AUD for
the payment of R88 million in settlement of dispute with Redpath
Mining for a R106 million bank guarantee that was initially
provided as security for the contractor's claim, converted at the
closing ZAR: AUD rate as at 30 June 2012 of R8.4116: AUD together
with capitalised interest and fees amounting to AUD1.75 million to
reflect the expected balance of the current debt held by MBL in
PLA of AUD 22.2 million together with the related tax effect.
5) An exchange rate as at 30 June 2012 of GBP0.6506:AUD was utilised
for purposes of the statement of financial position and an average
exchange rate of for the financial year ended 30 June 2012 of
GBP0.6513:AUD for the purposes of the statement of comprehensive
income in converting the PLA financial information.
Unaudited pro forma financial effects based on the reviewed condensed
interim financial results of the Entities for the period ended 31
December 2012
The table below sets out the unaudited pro forma financial effects of
the Transaction on, inter alia, Jubilee’s EPS, fully diluted EPS,
HLPS, fully diluted HLPS, NAV per ordinary share and TNAV per
ordinary share based on the most recently published reviewed interim
results of Jubilee for the six months ended 31 December 2012 and the
most recently published reviewed interim results of PLA for the six
months ended 31 December 2012. The unaudited pro forma financial
effects are based on the assumptions set out beneath the table and
include assumptions on share price.
It must be noted that PLA is a company that was placed under
administration during the latter half of 2012, which compromises some
of the inputs used to prepare the pro forma financial effects.
Pro forma financial effects based on 31 December 2012
Reviewed Unaudited
interim Pro forma pro forma
financial adjustments(2, financial Percentage
information(1) 3, 4, 5)
information change
EPS (pence) (1.40) 7.19 5.79 513.57%
Diluted EPS (1.40) 7.19 5.79 513.57%
(pence)
HLPS (pence) (1.40) (0.23) (1.63) (16.43%)
Diluted HLPS (1.40) (0.23) (1.63) (16.43%)
(pence)
NAV per share 21.46 1.16 22.62 5.41%
(pence)
TNAV per share (3.10) 8.31 5.21 268.06%
(pence)
Ordinary shares 321.13 288.80 609.93 89.93%
in issue (‘m)
Weighted average 293.79 288.79 582.58 98.30%
number of
ordinary shares
in issue (‘m)
Notes and assumptions:
1. Extracted from the consolidated reviewed financial information of
Jubilee for the 6 months ended 31 December 2012.
2. Prepared on the assumption that the Transaction took place on 1
July 2012 for purposes of the pro forma statement of comprehensive
income and on 31 December 2012 for purposes of the pro forma
statement of financial.
3. The pro forma financial effects have been prepared on the
assumption that:
- 195 409 823 new Jubilee shares are issued at 9 pence each to
PLA shareholders;
- that 50% of the current debt held by Macquarie Bank Limited
will be converted into equity in the Enlarged Group valued at
approximately AUD11.1 million (GBP7.5 million) by the issue of
83 885 210 new Jubilee shares at 9 pence each;
- the remaining portion of the debt, expected to be AUD9.8
million, is settled in cash;
- all creditors’ claims against PLA, estimated to be GBP1.47
million, will be extinguished, in part with cash of AUD668,065
and in part by the issue of 9 498 444 new jubilee shares, in
terms of the creditor compromise. Administrator and trustee
fees of AUD250 000 are incurred in respect of the settlement of
creditors; and
- Jubilee will procure project funding for the re-commissioning
of Smokey Hills of at least ZAR190 million (translated into
GBP13.88 million at the closing ZAR:GBP exchange rate of
ZAR13.6859:GBP as at 31 December 2012).
4. The pro forma financial effects incorporate the consolidated
reviewed financial statements of PLA for the 6 months ended 31
December 2012 and adjustments pertaining to a provisional purchase
price allocation exercise which has been completed in terms of
IFRS 3: Business Combinations.
5. An exchange rate as at 31 December 2012 of GBP0.6414:AUD was
utilised for purposes of the statement of financial position and
an average exchange rate for the 6 months ended 31 December 2012
of GBP0.6521:AUD for the purposes of the statement of
comprehensive income in converting the PLA financial information.
Withdrawal of cautionary announcement
Jubilee shareholders are advised that as the pro forma financial
effects in relation to the Transaction have been disclosed in this
announcement, caution is no longer required to be exercised by
Jubilee shareholders when dealing in their shares.
12 April 2013
Contacts
Jubilee Platinum plc
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0)11 465 1913
Andrew Sarosi
Tel +44 (0) 1752 221937
JSE Sponsor
Sasfin Capital, a division of Sasfin Bank Limited
Angela Teeling-Smith/Sharon Owens
Tel +27 (0) 11 809 7500
NOMAD
finnCap Ltd
Matthew Robinson/Ben Thompson – corporate finance
Joanna Weaving – corporate broking
Tel +44 (0) 20 7220 0500
Shore Capital Stockbrokers Limited (Joint Broker)
Jerry Keen/Edward Mansfield
Tel: +44 (0) 20 7 408 4090
Bishopsgate Communications Ltd
Nick Rome/Anna Michniewicz/Ivana Petkova
Tel +44 (0) 20 7562 3350
12 April 2013
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 12/04/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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