Wrap Text
Disposal of shares in three subsidiaries to Lemur Resources and withdrawal of cautionary
SABLE METALS AND MINERALS LIMITED
(formerly Sable Platinum Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
JSE share code: SMM
ISIN: ZAE000185674
(“SMM” or “the company”)
Disposal of shares in three subsidiaries to Lemur Resources
and withdrawal of cautionary announcement
1. Introduction and withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcements released by the
company since 19 March 2015, the last of which was renewed on
31 July 2015 and which are hereby withdrawn. Caution is no
longer required to be exercised by Shareholders when dealing
in their securities.
This announcement should also be read with the announcement released by
the company on 13 August 2015 in respect of a proposed specific issue of
shares for cash, restructuring and scheme of arrangement. This
announcement relates to one of the preparatory transactions referred to
in paragraph 5.1.3 of the said announcement.
2. Background and rationale
2.1. SMM is an exploration company listed in the general mining sector on
the exchange operated by the JSE Limited (“JSE”).
2.2. It has a wholly owned subsidiary, Sable Platinum Holdings Proprietary
Limited (“SPH”), which holds 100% of the issued shares of Sable Platinum
Mining Proprietary Limited (“SPM”).
2.3. SPM, inter alia, owns the following shares:
– 65% of the issued shares of Great 1 Line Invest Proprietary Limited;
– 74% of the issued shares of Gemsbok Magnetite Proprietary Limited; and
– 51% of the issued shares of Caber Trade and Invest 1 Proprietary
Limited
(which companies are jointly hereinafter referred to as ”the Project
Companies”). (The said shares will be referred to as “the Project
Companies Shares”).
2.4. SMM and Lemur Resources Limited (“Lemur”) entered into a loan
agreement on 19 March 2015 (“the loan agreement”) in terms of
which Lemur advanced an amount of R2 000 000 (two million Rand)
to SMM on certain terms and conditions. The loan agreement provided,
inter alia, that the parties would explore the possibility of
Lemur acquiring the Project Companies Shares.
2.5. On 21 July 2015 Lemur agreed to increase the loan amount by an
additional R1 500 000 (one million five hundred thousand Rand).
2.6. On 12 August 2015 SMM and Lemur signed a term sheet for the disposal
by SPM of the Project Companies Shares to Lemur, the salient features of
which are set out below.
3. Description of the business of the Project Companies
Great Line 1 Invest Proprietary Limited is the registered holder of a
prospecting right for Uitvalgrond Portion 3 held under Department of
Mineral Resources (“DMR”) reference number NW 30/5/1/1/2/11124 PR.
Gemsbok Magnetite Proprietary Limited is the registered holder of a
prospecting right for the remaining extent of Doornpoort 295 JR held
under DMR reference number 30/5/1/1/02/10142 PR.
Caber Trade and Invest 1 Proprietary Limited holds the application for a
mining right NW 30/5/1/1/2/10004 MR, which application had been
suspended pending resolution of a dispute with the community.
The projects undertaken by the Project Companies in terms of their
respective mineral titles (“the Projects”) are more fully described on
the company website www.sablemetals.co.za.
4. Disposal
SPM will sell all the Project Companies Shares to Lemur for US$600 000
(six hundred thousand United States Dollars) as one indivisible
transaction, subject to the conditions precedent being fulfilled (‘the
disposal”), with effect from the date of signature of the comprehensive
agreement referred to in 6.1 below (“CA Signature Date”).
The purchase price is payable in instalments. Ownership of the shares
shall pass when the purchase price has been paid in full. It was agreed
in the loan agreement that should the Project Companies Shares be acquired
by Lemur, the outstanding loan amount shall be set off against the
purchase price.
In addition to the purchase price, Lemur shall pay SPM a royalty of an
amount equal to 1.75% of the gross sales of products yielded from
the Projects, quarterly in arrears, subject to a certain maximum
and minimum per tonne of product sold.
SPM will apply the sales proceeds to repay the loan referred to in 2.4 and
2.5 above and to redeem debt.
SMM provided warranties to Lemur that are customary in transactions of
this nature.
5. Categorisation of transaction
The disposal will be a category 1 transaction in terms of the JSE’s
Listings Requirements as well as a fundamental transaction in terms of
section 112 of the Companies Act, 2008, as amended.
6. Conditions precedent
The term sheet will be subject to fulfilment of the following conditions
precedent:
6.1. the entering into of a comprehensive agreement (“the Comprehensive
Agreement”) by the parties by no later than 18 September 2015, or such
later date as the parties may agree to in writing;
6.2. that Lemur advises SPM by no later than 18 September 2015 that it is
satisfied with the outcomes of a legal and financial due diligence
investigation into the affairs of the Project Companies.
7. Resolutive conditions
The Comprehensive Agreement will come into full force and effect on the
date of signature thereof (“CA Signature Date”), but the continued
operation thereof shall be subject to the following resolutive conditions:
7.1. that the required approval of the DMR pursuant to the provisions of
section 11 of the Mineral and Petroleum Resources Development Act No. 28
of 2002 (“Section 11 Approval”), in respect of the change in ownership
of the Project Companies in terms of the disposal, be granted within
6 (six) months of the CA Signature Date;
7.2. that within 30 Business Days of the CA Signature Date, SMM furnishes
Lemur with the written waiver that the other shareholders in the Project
Companies (other than SMM) have not given notice of their intention to
exercise their respective pre-emptive rights to obtain any of the Project
Company Shares;
7.3. that within 10 (ten) Business Days of the CA Signature Date, the
boards of directors and shareholders (to the extent required by law) of
SPM, LR and each of the Project Companies respectively approve the
disposal in writing; and
7.4. that within 10 (ten) Business Days of the CA Signature Date, the
board of directors and shareholders representing 60% of the voting
shares of SMM approve the disposal in writing and undertake to vote in
favour of the disposal in general meeting.
8.Completion
On the CA Signature Date, SPM shall deliver to an escrow agent agreed to
in writing by Lemur, pending final payment of the Purchase Price:
8.1. its share certificates in respect of the Project Companies Shares;
8.2. share transfer forms in respect of the Project Companies Shares,
duly signed by SPM as the transferor and blank as to transferee;
8.3. the written resignations of all of SMM’s appointees as directors of
the Project Companies;
8.4. resolutions by the boards of directors of the Project Companies:
– authorising registration of transfer of the relevant Project Companies
Shares to Lemur, the issue of new share certificates to Lemur, and the
updating of the relevant Project Company’s register of members
accordingly; and
– appointing Lemur’s nominee(s) as directors of the Project Companies.
9. Financial information
The value of the net assets that are the subject of the disposal has
been assessed as US$600 000 (six hundred thousand United States Dollars)
plus a net present value of US$2 100 000 (two million one hundred thousand
United States Dollars) on a real discount rate of 10%. There are
currently no profits attributable to the net assets that are the
subject of the disposal.
10. Circular
A circular setting out the transaction will be prepared and sent to
shareholders in due course.
Johannesburg
13 August 2015
Sponsor
Exchange Sponsors
Date: 14/08/2015 07:05:00 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 
