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withdrawal of cautionary
pro forma financial effects
Jubilee Platinum PLC
Registration number (4459850)
JSE share code: JBL
AIM share code: JLP
ISIN: GB0031852162
3 June 2013
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.
Jubilee Platinum
("Jubilee" or the "Company")
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF A NON-CORE
ASSET BY JUBILEE
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
In compliance with the Listings Requirements of the JSE Limited
(“JSE”), Jubilee, the JSE listed and AIM quoted Mine-to-Metals
exploration and development company, is pleased to announce the
unaudited pro forma financial effects (“Effects”) of the Sale of
Shares agreement (“Agreement”)with Global Renewal Energy Limited
(“GRE”), details of which were announced on 28 May 2013 and in terms
of which GRE will acquire from Jubilee, the issued share capital of
Jubilee Smelting and Refining (Pty) Ltd (“JSR”), a wholly owned
subsidiary of Jubilee and the issued share capital of Power Alt (Pty)
Ltd (“PowerAlt”)(collectively “Sale Shares”), for an aggregate cash
consideration of US$14 million (“Transaction”). The Transaction may
be executed over two tranches, namely a disposal which includes the
sale of 65% of the issued share capital of JSR and 40% of the issued
share capital of PowerAlt (“the Disposal”) and an option whereby
Jubilee retains an exclusive put option for the remaining share
capital held by the Company (“the Option”). The Effects in this
announcement relate to the Disposal and does not incorporate the pro
forma financial effects of the Option.
Key Features of the Effects:
- Net asset value per share up 5.63%;
- Tangible net asset value per share up 27.75%
- The illustrative values excludes the increase in intangible
value due to;
- retaining the right to process platinum material in the 5
MW ARC furnace,
- the free option to build a second 5MW ARC furnace and,
- the right to participate in the expansion of the power
plant.
Pro forma financial effects
The Effects are issued in compliance with the Listings Requirements
of the JSE and have been prepared for illustrative purposes only. The
Effects are the responsibility of the directors of Jubilee. Due to
the nature of the Effects, they 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 Disposal been
implemented on a different date. The Effects do not attempt to
illustrate the business plan of the Jubilee group on a forward
looking basis but simply captures the historical financial
information of Jubilee.
The table below sets out the Effects 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 unaudited pro forma financial effects as
published in the circular dated 26 April 2013 a copy of which is
available on the Company’s website www.jubileeplatinum.com. The
Effects are based on the assumptions set out beneath the table and
include assumptions on share price.
Unaudited
pro forma
Pro forma financial
Unaudited Disposal information
financial adjustments(2, after the Percentage
information(1) 3)
Disposal change
EPS (pence) 5.79 (1.48) 4.31 (25.55)%
Diluted EPS 5.79 (1.48) 4.31
(25.55)%
(pence)
HLPS (pence) (1.63) (0.10) (1.73) 6.01%
Diluted HLPS (1.63) (0.10) (1.73)
6.01%
(pence)
NAV per share 22.64 1.28 23.91 5.63%
(pence)
TNAV per share 5.21 1.45 6.66 27.75%
(pence)
Ordinary shares 609.25 - 609.25 0.00%
in issue (‘m)
Weighted 582.58 - 582.58 0.00%
average number
of ordinary
shares in issue
(‘m)
Notes and assumptions:
1. Extracted from the unaudited pro forma financial effects of the
acquisition of PLA by Jubilee as published in the circular posted
to shareholders on 26 April 2013;
2. Prepared on the assumption that the Disposal 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:
- Transaction costs in respect of the Disposal amounted to
GBP8,000;
- The disposal of shares in JSR and PowerAlt results in the
loss of control of both of these entities and requires that
they are no longer consolidated;
- Jubilee retains significant influence over JSR and PowerAlt
and as a result their remaining interests in these entities
are accounted for as investments in associates by way of
equity accounting;
- Jubilee’s share of any profits or losses attributable to
these investments is accounted for, in the statement of
comprehensive income, as income from associates; and
- The balance of Jubilee’s Class A and Class B loans are
accounted for as other financial assets.
- The loss on the Disposal approximates that portion of the
loan claims that was sold to GRE amounting to GBP4.361
million and is included in profit and loss but excluded from
headline earnings.
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.
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
3 jUNE 2013
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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