Wrap Text
Postage of Circular regarding a Disposal by VMR, Notice of General Meeting, and Declaration Announcement
VILLAGE MAIN REEF LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1934/0057034/06)
Share code: VIL ISIN: ZAE000154761
(“VMR” or “the Company”)
POSTAGE OF CATEGORY ONE CIRCULAR IN RESPECT OF THE COMPANY’S DISPOSAL OF ITS
INTEREST IN CONS MURCH AND NEBAVEST, NOTICE OF GENERAL MEETING AND
DECLARATION ANNOUNCEMENT REGARDING THE SHARE CONSOLIDATION AND SHARE
CAPITAL CONVERSION OF THE COMPANY
Shareholders are referred to the announcement released on SENS on 21 May 2014 (the “Terms
Announcement”) regarding the disposal by the Company of the shares and claims in Cons Murch Mine
(Proprietary) Limited (“Cons Murch”) and Nebavest 49 (Proprietary) Limited (“Nebavest”) to Stibium
Mining (Proprietary) Limited (“Stibium”) (the “Disposal Transaction”) in terms of a sale of shares and
claims agreement entered into between the Company, Cons Murch, Nebavest and Stibium on 20 May
2014, as amended ("Disposal Agreement").
The Company has prepared a circular ("Circular") regarding the Disposal Transaction, which is a category
one transaction in terms of the Listings Requirements of the JSE Limited, a consolidation of the authorised
and issued share capital of the Company (the “Share Consolidation”) and the conversion of the
authorised and issued share capital of the Company from par value shares to no par value shares (the
“Share Capital Conversion”).
The Disposal Transaction, Share Consolidation and Share Capital Conversion are collectively referred to
as the Transactions.
Final terms of the aforementioned Transactions have been included below.
All terms defined in the Terms Announcement shall bear the same meaning in this announcement.
1. DISPOSAL TRANSACTION
Further to the Terms Announcement released on 21 May 2014 regarding the disposal by VMR of
the shares and claims in Cons Murch and Nebavest to Stibium, shareholders are advised that the
Company will be holding a general meeting of shareholders of the Company on 19 September
2014 ("General Meeting"), to consider and, if deemed appropriate, pass the resolutions required
to approve the following Disposal Transaction:
1.1. the disposal by the Company of 59 (fifty nine) ordinary shares in the issued ordinary share
capital of Nebavest having a par value of R1.00 (one Rand) each, constituting 49.17%
(forty nine point one seven percent) of the entire share capital of Nebavest, to Stibium and
49.17% (forty nine point one seven percent) of all amounts of any nature whatsoever
owing by Nebavest to the Company from any cause whatsoever, including by way of loan
account or otherwise, in contract or in delict, actual or contingent and includes any interest
accrued thereon; and
1.2. the disposal by the Company of 50 (fifty) ordinary shares in the issued share capital of
Cons Murch having a par value of R1.00 (one Rand) each, constituting 10% (ten percent)
of the entire issued share capital of Cons Murch to Stibium and all amounts of any nature
whatsoever owing by Cons Murch to the Company from any cause whatsoever, including
by way of loan account or otherwise, in contract or in delict, actual or contingent and
includes any interest accrued thereon,
for USD8,370,431 (eight million three hundred and seventy thousand four hundred and
thirty one USD), as adjusted pursuant to and in terms of the Disposal Agreement (a copy
of which will be made available to shareholders for inspection prior to the date of the
General Meeting); and
1.3. the disposal by the Company of 61 (sixty one) ordinary shares in the issued share capital
of Nebavest having a par value of R1.00 (one Rand) each, constituting 50.83% (fifty point
eight three percent) of the entire issued share capital of Nebavest to Stibium and the
amounts as set out in the Disposal Agreement of any nature whatsoever owing by
Nebavest to the Company from any cause whatsoever, including by way of loan account
or otherwise, in contract or in delict, actual or contingent and includes any interest accrued
thereon for USD6,629,569 (six million six hundred and twenty nine thousand five hundred
and sixty nine USD), as adjusted pursuant to and in terms of the Disposal Agreement (a
copy of which will be made available to shareholders for inspection prior to the date of the
General Meeting).
2. PROPOSED SHARE CONSOLIDATION
2.1. Introduction
2.1.1. The Board has resolved to propose the consolidation of the share capital of VMR
on the basis of 1 for 20 shares, from an authorised share capital of
5,000,000,000 (five billion) shares with a par value of R0.125 (twelve and a half
cents) each to 250,000,000 (two hundred and fifty million) shares with a par value
of R0.125 (twelve and a half cents) each and an issued share capital of
1,040,697,474 (one billion forty million six hundred and ninety seven thousand
four hundred and seventy four) shares with a par value of R0.125 (twelve and a
half cents) each to 52,034,874 (fifty two million thirty four thousand eight hundred
and seventy four) shares with a par value of R0.125 (twelve and a half cents)
each.
2.1.2. The Company’s new ISIN pursuant to the proposed implementation of the Share
Consolidation will be ZAE000192555.
2.2. Rationale for the Share Consolidation
2.2.1. It is expected that the Share Consolidation will result in the narrowing of the
spread between the bid-to-buy price and the offer-to-sell price, resulting in a
more stable market capitalisation of the Company, minimising significant
movements in the share price on small volumes traded. The Board is of the view
that the Share Consolidation will not only provide additional confidence to
existing shareholders, but also increase the attractiveness of VMR to potential
investors.
2.3. Conditions precedent
2.3.1. The JSE has granted approval for the amendment of the Company’s listing,
conditional upon obtaining shareholder’s approval in general meeting and
registration with the Companies and Intellectual Property Commission (“CIPC”).
2.4. Effect on share capital
2.4.1. The authorised and issued share capital, before and after the Share
Consolidation, is shown below:
Share capital before the Share Consolidation Number of shares Total (R)
Authorised share capital
5,000,000,000 (five billion) ordinary shares with 5,000,000,000 625,000,000.00
a par value of R0.125 (twelve and a half cents)
Issued share capital
Stated capital 956,961,891 119,620,236.38
Treasury shares 83,735,583 10,466,947.88
Total issued share capital 1,040,697,474 130,087,184.25
Share capital after the Share Consolidation
Authorised share capital
250,000,000 ordinary shares with a par value of 250,000,000 31,250,000.00
R0.125 (twelve and a half cents)
Issued share capital
Stated capital 47,848,095 5,981,011.88
Treasury shares 4,186,779 523,347.38
Total issued share capital 52,034,874 6,504,359.25
2.5. Proposed Resolution
2.5.1. Accordingly, at the General Meeting, shareholders will also be required to consider and,
if deemed appropriate, pass the following resolution required to give effect to the Share
Consolidation:
2.5.1.1. To approve that, subject to the passing of Special Resolution Number 3 and in
accordance with article 6.5 of the Memorandum of Incorporation, the Company's
authorised ordinary share capital be consolidated on the basis of 1 for 20 ordinary
shares held, from an authorised ordinary share capital of 5,000,000,000 (five
billion) ordinary shares with a par value of R0.125 (twelve and a half cents) each to
250,000,000 (two hundred and fifty million) ordinary shares with a par value of
R0.125 (twelve and a half cents) each, and the issued ordinary share capital of
1,040,697,474 (one billion forty million six hundred and ninety seven thousand four
hundred and seventy four) shares with a par value of R0.125 (twelve and a half
cents) each to 52,034,874 (fifty two million thirty four thousand eight hundred and
seventy four) shares with a par value of R0.125 (twelve and a half cents) each
(“Special Resolution Number 1”).
3. PROPOSED SHARE CAPITAL CONVERSION AND AMENDMENT TO THE MEMORANDUM
OF INCORPORATION
3.1. Introduction
3.1.1. In terms of section 35 of the Companies Act, a company’s share capital shall not
be allowed to have a nominal or par value, provided that in terms of Item 6(2) of
Schedule 5 to the Companies Act, any shares of a pre-existing company that
have been issued with a nominal or par value, and are held by a shareholder
before 11 May 2011, shall continue to exist as such subject to further regulations
that may be issued.
3.2. Rationale
3.2.1. Accordingly, in order to bring VMR’s share capital structure into harmony with the
provisions of the Companies Act, the Company is required to convert the
Company’s current authorised ordinary par value Shares to Shares of no par
value.
3.2.2. The value, rights and privileges attaching to the no par value Shares in the
Company will be the same as the value, rights and privileges which attached to
the current par value Shares, immediately prior to their conversion into no par
value Shares.
3.3. Effect on share capital
3.3.1. The authorised and issued share capital, before and after the Share Capital
Conversion, is shown below:
Share capital before the Share Capital Conversion Number of shares Total (R)
Authorised share capital
250,000,000 ordinary shares with a par value of 250,000,000.00 31,250,000.00
R0.125 (twelve and a half cents)
Issued share capital
Stated capital 47,848,095 5,981,011.88
Treasury shares 4,186,779 523,347.38
Total issued share capital 52,034,874.00 6,504,359.25
Share capital after the Share Capital Conversion
Authorised share capital
250,000,000 ordinary shares of no par value 250,000,000.00 -
Issued share capital
Stated capital 47,848,095 5,981,011.88
Treasury shares 4,186,779 523,347.38
Total issued share capital 52,034,874.00 6,504,359.25
3.4. Proposed Resolutions
3.4.1. Accordingly, at the General Meeting, shareholders will also be required to consider
and, if deemed appropriate, pass the following resolutions required to give effect
to the above Share Conversion:
3.4.1.1. Subject to the passing of Special Resolution Number 1 and Special
Resolution Number 3, to approve the Share Capital Conversion, being that
250,000,000 (two hundred and fifty million) ordinary shares, having a par
value of R0.125 (twelve and a half cents) each, in the authorised share
capital of the Company are converted into 250,000,000 (two hundred and
fifty million) ordinary shares of no par value (“Special Resolution Number
2”); and
3.4.1.2. Subject to the passing of Special Resolution Number 1 and Special
Resolution Number 2, to amend the Memorandum of Incorporation of the
Company by the deletion in its entirety of clause 6.1.1, which provides as
follows:
“5,000,000,000 (five billion) ordinary par value shares of R0.125
(twelve and a half cents) each, of the same class, each of which
ranks pari passu in respect of all rights and entitles the holder to -"
and the replacement of such clause with the following:
"250,000,000 (two hundred and fifty million) ordinary shares of no
par value, of the same class, each of which ranks pari passu in
respect of all rights and entitles the holder to -"
(“Special Resolution Number 3”).
4. PRO FORMA FINANCIAL EFFECTS
4.1. The table below sets out the pro forma financial effects of the Transactions on VMR based on the
reviewed consolidated interim results of VMR for the six months ended 31 December 2013.
4.2. The pro forma consolidated statement of comprehensive income for the six months period ended
31 December 2013 and pro forma consolidated statement of financial position at 31 December
2013, have been prepared for illustrative purposes only and because of its nature, may not fairly
reflect VMR’s consolidated financial position, changes in equity, results of operations or cash
flows, nor the effect and impact of the Transactions going forward. The pro forma financial
information is based on the assumptions that:
4.2.1. for the purpose of calculating earnings per share and headline earnings per share,
the Transactions were implemented on 1 July 2013; and
4.2.2. for the purpose of calculating net asset value per share and net tangible net asset
value per share, the Transactions were implemented on 31 December 2013.
4.3. The pro forma financial information has been prepared in terms of the Listings Requirements and
guidelines issued by the South African Institute of Chartered Accountants.
4.4. The accounting policies of VMR have been used in calculating the pro forma financial effects.
The accounting policies used are consistent with previous accounting policies used by VMR and
the accounting policies have been applied on the same basis.
4.5. The directors of the Company are responsible for the preparation of the pro forma financial
information contained in this Announcement.
Before(1) After Share % Change (2/1) After First % Change(3/2) After Second % Change (4/3)
Consolidation(2) Phase Disposal(3) Phase Disposal(4)
cents cents cents cents
NAV per share 118.82 2,375.49 1,899.29% 2 391.02 0.65% 2,229.18 -6.77%
NTAV per share 113.31 2,265.30 1,899.26% 2,280.83 0.68% 2,229.18 -2.26%
EPS 34.31 685.40 1,897.67% 736.85 7.51% 773.78 5.01%
HEPS -14.39 -288.84 -1,907.23% -237.39 -17.81% -198.34 16.45%
Diluted EPS 32.45 648.05 1,897.07% 696.70 7.51% 731.60 5.01%
Diluted HEPS -13.61 -273.10 -1,906.61% -224.45 -17.81% -187.53 16.45%
EPS from 12.07 240.55 1,892.96% 292.00 21.39% 328.93 12.65%
continuing
operations
HEPS from 14.55 289.98 1,892.99% 341.43 17.74% 380.48 11.44%
continuing
operations
Number of 1 040 697 52,034 -95% 52,034 0% 52,034 0%
shares in issue
– ‘000
Notes and assumptions
1. The “Before” financial information has been extracted from VMR’s reviewed interim consolidated results for
the six months ended 31 December 2013.
2. The pro forma “After Share Consolidation” includes the effects of the consolidation of every 20 shares into 1
share and associated transaction costs.
3. The pro forma “After First Phase Disposal” assumes the implementation of the Share Consolidation and
includes the effects of the First Phase Disposal. It recognises the non-recurring receipt of the net First Phase
Disposal Consideration, a non-recurring loss on the disposal, non-recurring transactions costs and the
recognition of a non-controlling interest.
4. The pro forma “After Second Phase Disposal” assumes the implementation of the Share Consolidation and
the First Phase Disposal. It also includes the effects of the Second Phase Disposal. It recognises the non-
recurring receipt of the Second Phase Disposal Consideration, the deconsolidation of Nebavest and Cons
Murch, a non-recurring loss on the disposal and non-recurring transaction costs.
5. The net consideration to be received on the Disposal will be adjusted for the rehabilitation adjustment and the
working capital adjustment. The receipt of the Second Phase Disposal Consideration may be deferred based
on the operational expenditure adjustment and the exploration expenditure adjustment. These adjustments
are dependent on future facts and circumstances as at the effective dates of the Disposal. The adjustments of
the pro forma financial information are based on facts and circumstances currently known.
6. It has been assumed for purposes of the adjustments to the pro forma financial information that no interest is
received on the net Disposal consideration as the application of proceeds are subject to future management
decisions.
5. SALIENT DATES AND TIMES
5.1. The General Meeting
2014
Record date to determine which shareholders are entitled to receive Friday, 15 August
the Circular and notice of General Meeting
Declaration data announcement released on SENS on Friday, 22 August
Notice of General Meeting published on SENS on Friday, 22 August
Circular and notice of General Meeting posted to shareholders on Friday, 22 August
Declaration data announcement published in the press on Monday, 25 August
Last date to trade in VMR shares in order to be recorded in the Friday, 5 September
register to vote at the General Meeting on
Voting Record Date by close of trading on Friday, 12 September
Last date to lodge forms of proxy in respect of the General Meeting Wednesday, 17 September
by 10:00 on
General Meeting to be held at 10:00 on Friday, 19 September
Results of General Meeting released on SENS on Friday, 19 September
5.2. The Share Consolidation and Share Capital Conversion
2014
Record date to determine which shareholders are entitled to receive Friday, 15 August
the Circular and notice of General Meeting
Notice of General Meeting published on SENS on Friday, 22 August
Circular and notice of General Meeting posted to shareholders on Friday, 22 August
Last date to trade in VMR shares in order to be recorded in the Friday, 5 September
register to vote at the General Meeting on
Voting Record Date by close of trading on Friday, 12 September
Last date to lodge forms of proxy in respect of the General Meeting Wednesday, 17 September
by 10:00 on
General Meeting to be held at 10:00 on Friday, 19 September
Results of General Meeting released on SENS on Friday, 19 September
Filing of special resolutions relating to the amendments to the Monday, 22 September
Memorandum of Incorporation with CIPC on or about
If CIPC acceptance of the special resolutions has taken place by
23 October 2014, then the following dates will apply:
Finalisation announcement relating to the Share Consolidation and Thursday, 23 October
Share Capital Conversion released on SENS on
Finalisation announcement relating to the Share Consolidation and Friday, 24 October
Share Capital Conversion published in the press on
Last day to trade under the present share capital in order to be Friday, 31 October
recorded as a shareholder on
Trading in shares in the new consolidation no par value share capital Monday, 3 November
under the new ISIN (ISIN: ZAE000192555) commences on
Record Date to determine those shareholders whose shares will be Friday, 7 November
subject to the Share Consolidation and Share Capital Conversion on
Forms of surrender for new certificates to be received by the Transfer Friday, 7 November
Secretaries (in order for new certificates reflecting the Share
Consolidation and Share Capital Conversion to be posted on or
about 10 November 2014) by 12:00 on
Dematerialised shareholders will have their accounts at their CSDP Monday, 10 November
or broker updated on
Replacement share certificates posted to certificated shareholders, Monday, 10 November
by registered post, provided their existing share certificates are
surrendered by 12:00 on the Share Consolidation Record Date
(failing which, within five business days after receipt of such existing
share certificates) on or about
Notes:
1. The specified dates and times are subject to change. Any changes will be released on SENS and published in the press.
2. Shareholders may not dematerialise or rematerialise their pre-consolidated shares after Friday, 31 October 2014.
6. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular containing the full details of the Transactions, including, inter alia, a notice convening the
General Meeting and the form of proxy, will be dispatched to shareholders on Friday, 22 August 2014. An
electronic version of the Notice to Shareholders and all annexures thereto shall be made available on the
Company’s website at www.villagemainreef.co.za on Friday, 22 August 2014.
The General Meeting will be held at the 10:00 (South African time) on Friday, 19 September 2014 at
Killarney Country Club, 60 5th Street, Lower Houghton, Johannesburg to consider and, if deemed
appropriate, to pass with or without modification, the special and ordinary resolutions required to implement
the Transactions.
7. RESPONSIBILITY STATEMENT
The Board accepts responsibility for the information contained in this announcement. To the best of their
knowledge and belief, the information contained in this announcement is true and nothing has been
omitted which is likely to affect the importance of the information included.
22 August 2014
Johannesburg
Sponsor: Bravura Capital (Pty) Ltd
Attorneys to VMR: Edward Nathan Sonnenbergs Incorporated
Date: 22/08/2014 08:00:00 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
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.
Sharenet Sites 
