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Abridged Pre-Listing Statement in respect of the Listing of Oakbay on the Main Board of the JSE Limited
Oakbay Resources and Energy Limited
(Incorporated in the Republic of South Africa)
Registration number 2009/021537/06
Share code: ORL ISIN: ZAE000196085
("Oakbay" or "the Company")
ABRIDGED PRE-LISTING STATEMENT IN RESPECT OF THE LISTING OF OAKBAY
ON THE MAIN BOARD OF THE JSE LIMITED
1. INTRODUCTION
1.1 The JSE Limited ("JSE") has granted Oakbay a listing by way of introduction of its entire
issued ordinary share capital on the "General Mining" sector of the Main Board of the JSE
under the abbreviated name "Oakbay", share code "ORL" and ISIN: ZAE000196085, with
effect from the commencement of trade on Friday, 28 November 2014 ("Listing").
1.2 This abridged pre-listing statement ("Abridged Pre-listing Statement"), is not an
invitation to the public to subscribe for or acquire securities in Oakbay, but is issued in
compliance with the JSE Limited Listings Requirements for the purpose of providing
information to the public with regards to the business and affairs of Oakbay and its
subsidiaries as at the date of Listing.
1.3 This Abridged Pre-listing Statement contains extracts from the full pre-listing statement
("the Pre-listing Statement") and as such is not intended to be comprehensive.
For a full appreciation of the Company and the Listing, the Pre-listing Statement should be
read in its entirety.
2. OVERVIEW OF OAKBAY'S HISTORY OF INCORPORATION
2.1 Oakbay was incorporated in South Africa under the name "Clidet 1018 Proprietary Limited"
on 10 November 2009. The name was changed to "Oakbay Resources and Energy
Proprietary Limited" on 25 February 2010. The Company has historically been held 85%
by Oakbay Investments Proprietary Limited ("Oakbay Investments") and 15% by Action
Investment (a company incorporated in accordance with the laws of Mauritius).
2.2 In anticipation of the Listing, Oakbay undertook an internal restructuring and was converted
to a public company on 24 October 2014.
2.3 Post the internal restructuring, the following shareholders beneficially held direct interests
of 5% or more of the issued share capital of Oakbay on Listing:
Number of Number of
shares shares Shareholding
directly indirectly in Oakbay
Name held held %
Oakbay Investments 639 995 900 – 79.99
Action Investment 67 764 272 – 8.47
Saranya Investments 45 176 181 – 5.65
Total 752 936 353 – 94.11
3. NATURE OF BUSINESS
3.1 Oakbay is an investment holding company with a 74% interest in Shiva Uranium Limited ("Shiva")
(previously Uranium One Africa, a subsidiary of Uranium One Inc.),
a mining and exploration company focusing primarily on uranium and gold deposits, which
it acquired on 14 April 2010. Shiva's main base of operations is conducted on the Dominion
and Rietkuil mines located in the Hartbeesfontein District in the North West province of
South Africa.
3.2 The decision by Oakbay to acquire an opencast gold and uranium mine came after the
completion of a feasibility study that resulted in a revised South African Mineral Resource
Committee ("SAMREC") compliant mineral resource and reserve statement which showed
that the project could be economically and technically viable at the commodity prices
prevailing at the time. Oakbay secured part of its funding for the transaction from the
Industrial Development Corporation of South Africa ("IDC") and the balance of the funding
was provided by shareholders.
3.3 The acquisition by Oakbay of the 74% interest in Shiva included the acquisition of all mining
rights covering in excess of 14 000 hectares, including 6 900 hectares of freehold surface
rights as well as the inclusion of a further 74 000 hectares of prospecting rights. The Shiva
pressure leach plant is the only one in South Africa and enables yields of up to 92% to be
achieved compared to yields of 62 – 65% for more standard atmospheric leach plants used
by other uranium producers.
3.4 Shiva's current focus is to ensure that sufficient mine development is completed to allow
for continuous and steady feed to the uranium plant. In this regard, Shiva's management
has employed various local and international consultants and service providers to assist in
the mining and plant operations.
4. PURPOSE OF THE LISTING
4.1 The main purpose of the Listing is to:
(a) provide Oakbay with an additional source from which future capital can be obtained
to fund the Group's expansion programme and working capital requirements and to
facilitate future growth;
(b) enhance the South African investor and general public awareness of the Company and
its activities, thereby enlarging Oakbay's investor base and increasing trade in its shares;
and
(c) facilitate the opportunity for direct investment in Oakbay.
5. PROSPECTS
5.1 Oakbay, by virtue of its investment in Shiva, is well placed to take advantage of the
expected increase in the global demand for uranium. The Company has recently invested
more than R40 million in the purchase of a new 18-foot Vekor mill to increase its production
capabilities.
5.2 In anticipation of the expected increase in demand for uranium, the Company is in the
process of commissioning a definitive feasibility study on its mineral deposits with a
view to raising additional capital in the foreseeable future. The Company is of the view
that at least R800 million will be required to bring optimum uranium production on-line.
The Company intends to raise capital from both local and foreign investors in the 12 months
following the Listing. The aforementioned capital raising will facilitate an increased public
shareholder base and improve the Company's liquidity. The Company's controlling
shareholder Oakbay Investments has indicated its willingness to dilute its shareholding in
the Company to 51%, should appropriate investors be identified.
5.3 Additionally, the Company will continue with current open-pit mining operations on its gold
resource, as well as continue to pursue value-adding opportunities regarding all aspects
of the business.
5.4 The recently reconstituted board of directors who bring a wealth of experience, and the
management team, are highly motivated and focused regarding the current and future
prospects of the Company.
6. SHARE CAPITAL
6.1 As at the date of Listing of Oakbay:
(a) the total authorised share capital will comprise 1 500 000 000 ordinary shares of no par
value each;
(b) the issued share capital will comprise 800 000 000 ordinary shares of no par value each;
(c) the stated capital will amount to R498 134 000;
(d) Oakbay will not hold any shares in treasury; and
(e) all shares in issue shall rank pari passu with each other in all respects, including in respect
of voting and dividend rights.
7. OAKBAY DIRECTORS
The full names, nationalities, ages, business addresses and capacities of the directors of
Oakbay are provided below:
NAME, NATIONALITY BUSINESS
AND AGE ADDRESS CAPACITIES
Atul Kumar Gupta 144 Katherine Street Chairman
(South African) (46) Sandton
2031
South Africa
George Pieter van der Merwe 1 A Berg Street Chief Executive Officer
(South African) (38) Hartbeesfontein
2600
South Africa
Varun Gupta 1 A Berg Street Executive Director – Operations
(Indian) (28) Hartbeesfontein
2600
South Africa
Trevor Scott 144 Katherine Street Financial Director
(South African) (35) Sandton
2031
South Africa
Dudu Jacqueline Nyamane 5 Koper Street Independent Non-Executive
(South African) (57) Farrarmere Director
Benoni
1518
South Africa
Mark Vivian Pamensky 75 Grayston Drive Lead Independent Non-
(South African) (42) Sandton Executive Director
2010
South Africa
Terence William Rensen 57 First Avenue Independent Non-Executive
(Irish) (67) Linden Director
2195
South Africa
8. COMPETENT PERSON'S REPORT
An executive summary of the Competent Person's Report ("CPR"), issued by the Mineral
Corporation Consultancy Proprietary Limited ("Competent Person"), covering the mineral
assets of Shiva is attached as Annexure 1 to the Pre-listing Statement. The full CPR is
available for inspection as referred to in paragraph 9 below or can be downloaded at
www.oakbay.co.za.
9. COPIES OF THE PRE-LISTING STATEMENT AND DOCUMENTS
AVAILABLE FOR INSPECTION
Copies of the Pre-listing Statement will be available and the documents referred in Part F of the
Pre-listing Statement will be available for inspection during normal office hours from Friday,
21 November 2014, until Wednesday, 17 December 2014, at the Company's registered office
(89 Gazelle Avenue, Corporate Park South, Midrand, 1685) and corporate office (144 Katherine
Street, Grayston Ridge Office Park, Sandton, 2031). The Pre-listing Statement can also be
downloaded at www.oakbay.co.za.
Johannesburg
21 November 2014
Corporate Advisor and Sponsor
Sasfin Capital
Reporting Accountant and Auditor
KPMG
Competent Person
The Mineral Corporation
ADVISORS TO THE MINERAL BUSINESS
Transfer Secretary
Trifecta Capital
Date: 21/11/2014 03:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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