PLATFIELDS LIMITED - Detailed cautionary announcement

Detailed cautionary announcement

PLATFIELDS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2002/005851/06)
 Share code: PLL     ISIN: ZAE000151825
 (“the Company”)


DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO A PROPOSED
SPECIFIC ISSUE OF SHARES FOR CASH, LOAN AND INVESTMENT,
PROPOSED ACQUISITION AND REVERSE LISTING AND PROPOSED
WAIVER OF AN OFFER TO MINORITIES, APPOINTMENT OF
DIRECTORS, INCREASE IN AUTHORISED SHARE
CAPITAL,CONVERSION OF SHARES TO NO PAR VALUE AND RENEWAL
OF CAUTIONARY ANNOUNCEMENT


SPECIFIC ISSUE OF SHARES FOR CASH AND PROPOSED WAIVER OF AN
OFFER TO MINORITY SHAREHOLDERS

Shareholders are advised that the Company has received an
offer to subscribe for 800 000 000 new shares at R0.003 (0.3
cents) per share as per agreement last dated 23 October 2015.
The offer has been received from the following party:

Name of subscriber                 Status     Number of shares
The Fin Group           Non-related party          800 000 000
Consortium
represented by
Johan de Clerk


The above issue of shares will raise R2.4 million for the
Company and is regarded as a rescue operation.    Accordingly,
the Company has approached the Takeover Regulation Panel
(“TRP”) for dispensation from making an offer in terms of Rule
119(6) of the TRP.

The Company will approach the JSE for approval to issue shares
for cash in terms of the provisions of Schedule 11 – Rescue
Operations of the JSE Listings Requirements.

LOAN AND INVESTMENT AGREEMENT
As previously announced the Company has been facing cash flow
constraints impacting on its ability to finalise and publish
its financial results. The Fin Group Consortium has offered to
provide the Company with a convertible loan to provide the
necessary funds for the Company to comply with the JSE
Listings Requirements in order to enable the Company’s listing
to be unsuspended.
At conversion, the investor shall be entitled to subscribe for
new shares at R0.03 (3 cents) per share.

The subscription agreements are subject to, inter alia, the
following conditions precedent:

- The proposed acquisitions referred to below;
- Approval by the board of directors of the company; and
- Relevant regulatory approval/s.

PROPOSED ACQUISITIONS AND REVERSE LISTING
The Company will acquire businesses for a total consideration
of R360 million to be satisfied by the issue of 7 200 000 000
new shares at R0.05 (5cents) per share.

The full details of the      proposed   acquisitions   will   be
announced in due course.

The acquisitions will result in a Category 1 transaction and
Reverse Listing.

Conditions precedent
- The signing of agreements in respect of the proposed
   acquisitions within 7 days of this announcement;
- The conclusion of an initial Due diligence exercise within 7
   days of this announcement;
- The lifting of the JSE suspension of the Company’s shares on
   or before 31 December 2015;
- Relevant regulatory approval/s; and
- Shareholders’ approval to the extent required.

APPOINTMENT OF DIRECTORS
As part of the agreements and upon completion           of    the
transaction, the Company will appoint new directors.

INCREASE IN AUTHORISED SHARE CAPITAL
In order for the Company to have sufficient reserves of
unissued shares to provide it with the flexibility to
undertake future corporate actions, the Company will increase
its authorised share capital.

CONVERSION OF SHARES TO NO PAR VALUE
In conjunction with the increase in authorised share capital,
the Company shall, by way of a special resolution of
shareholders in a general meeting, convert the authorised and
issued share capital to ordinary shares of no par value.

FINANCIAL INFORMATION
A full announcement detailing the acquisition and financial
information will be issued in due course.
RENEWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements
released on SENS, the last of which was dated 8 September 2015
and are advised that they should continue to exercise caution
in dealing with the shares of the Company until a detailed
announcement is published and the cautionary announcement is
withdrawn.

CAPE TOWN
26 October 2015

Sponsor

Arbor Capital Sponsors Proprietary Limited

Date: 26/10/2015 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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