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SENTULA MINING LIMITED - Approval of debt restructuring by lenders

Release Date: 08/02/2016 15:59
Code(s): SNU     PDF:  
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Approval of debt restructuring by lenders

Sentula Mining Limited
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: SNU ISIN: ZAE000107223
(“Sentula” or “the Company”)


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN RESPECT OF WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, OF THIS ANNOUNCEMENT WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR IN RESPECT OF WHICH
THE OFFERING CONTEMPLATED BY THIS ANNOUNCEMENT IS UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR PURCHASE ANY SECURITY IN ANY JURISDICTION.

APPROVAL OF DEBT RESTRUCTURING BY LENDERS

Sentula shareholders are referred to the circular to Sentula shareholders dated 13 January 2016 (“the
Circular”) pertaining to a partially underwritten renounceable rights offer (“the Rights Offer”), in which
they were advised of the commencement of discussions with its existing lenders with a view to
concluding a debt restructuring agreement (‘the Debt Restructuring Agreement”) and appraised of the
proposed terms thereof.

The Board is pleased to announce that it has been advised by the Standard Bank Consortium (“SBC”)
that SBC has received the requisite internal approvals to proceed with the execution of the Debt
Restructuring Agreement on the following salient terms:

–   Sentula will repay R37,25m of the outstanding R74.5 million term debt from the proceeds of the
    Rights Offer by 31 March 2016;
–   the remaining outstanding balance of the term debt of R37,25 million will be payable as follows:
        o four quarterly amortization payments of R3.75 million per quarter, with the first of these
            quarterly payments due on 30 June 2016; and
        o a bullet payment of R22,25m on 31 March 2017;
–   the applicable interest rate will be the Johannesburg Interbank Agreed Rate (“JIBAR”) plus a margin
    of 425 basis points.

Furthermore, SBC has agreed to roll the terms of the existing facility from 2 March 2016, being the date
on which it expires, to 31 March 2016, due to the fact that the proceeds of the Rights Offer are only
expected to flow on 22 March 2016. The Debt Restructuring Agreement is to be effective from 31 March
2016.

The implementation of the Debt Restructuring Agreement is contingent upon the implementation of the
Rights Offer, which is subject to the fulfilment of the following conditions precedent:

–   approval of certain enabling resolutions and approval of a waiver of a potential mandatory offer
    (“the Waiver”) by the requisite majorities of Sentula shareholders and independent Sentula
    shareholders in general meeting, respectively, details and notice of which were contained in the
    Circular;
–   the granting of an exemption by the Take-over Regulation Panel in relation to the Waiver;
–   approval by the JSE Limited of a circular to Sentula shareholders containing information about the
    Rights Offer; and
–   approval by the JSE for the listing of the letters of allocation and the Rights Offer shares.



Johannesburg

8 February 2016


Corporate advisor and transaction sponsor


Questco (Proprietary) Limited




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