Further to the announcement released by Petmin Limited (the “Company”) on 4 December 2007 (the “Previous Announcement”), the Company makes the following announcement in light of its obligations under the AIM Rules for Companies. This announcement should be read in conjunction with the Previous Announcement.
(i) The initial exercise of the NAMF option by Dark Capital.
| Identity of significant shareholder(s) concerned | NAMF and Dark Capital |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the relevant change was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 121,000,000 Ordinary Shares |
| Nature and extent of significant shareholder's interest in transaction | Dark Capital exercised an option to acquire from NAMF 121,000,000 Ordinary Shares at a price of R2.20 per share. |
(ii) The subsequent disposal of shares by Dark Capital
| Identity of significant shareholder(s) concerned | Dark Capital |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the relevant change was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 22,000,000 Ordinary Shares |
| Nature and extent of significant shareholder's interest in transaction | Dark Capital disposed of 22,000,000 Ordinary Shares at prices ranging between R2.20 and R3.25 per share. |
Alwyn Martin (a director of the Company) has a 50% indirect interest in Dark Capital.
(i) The disposal of shares by Millennium.
| Identity of director concerned | Disposal by Millennium (a company wholly owned by a family trust in respect of which the wife and children of Jan du Preez (a director of the Company) are the beneficiaries) |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the deal was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 6,500,000 Ordinary Shares |
| Nature and extent of directors' interest in transaction | Disposal by Millennium of 6,500,000 Ordinary Shares at R3.50 per share. |
(ii) The loan arrangement between Millennium and Dark Capital
On 30 November 2007, Millennium and Dark Capital entered into loan arrangements (as described in the Previous Announcement under the heading “DARK CAPITAL”). Pursuant to these arrangements, the loan may be repaid in whole or in part through the transfer by Dark Capital to Millennium of up to 30,000,000 Ordinary Shares. This arrangement was notified to Petmin on 30 November 2007.
As part of a restructuring of Clidet in order to settle financing provided by NAMF to Clidet in 2005, Clidet transferred redeemed four preference shares held by NAMF, the redemption being satisfied by the transfer to NAMF of 7,747,369 Ordinary Shares. As part of the restructuring, Clidet also sold 751,128 Ordinary Shares at R2.85 per share. Following such transactions, Clidet held an unencumbered economic interest in 3,501,503 Ordinary Shares.
| Identity of director concerned | Clidet (a company in respect of which Lebogang Mogotsi (a director of the Company) and her connected persons ultimately hold a 20% interest and Jan du Preez (a director of the Company) and his connected persons ultimately hold a 20% interest). |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the deal was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 751,128 Ordinary Shares sold 7,747,369 Ordinary Shares transferred |
| Nature and extent of directors' interest in transaction | Disposal by Clidet of 751,128 Ordinary Shares at R2.85 per share and transfer to NAMF of 7,747,369 Ordinary Shares in satisfaction of preference share redemption. |
Pieter Nel acquired 507,000 Ordinary Shares, of which 386,422 Ordinary Shares were acquired by him and 120,578 were acquired by his wife.
Enrico Greyling acquired 600,000 Ordinary Shares.
Lebogang Mogotsi acquired 1,250,000 Ordinary Shares, of which 1,000,000 Ordinary Shares were acquired by her and 250,000 were acquired by her husband.
Bradley Doig acquired 1,250,000 Ordinary Shares, of which 550,000 Ordinary Shares were acquired by him, 500,000 were acquired by his wife and 200,000 were acquired by a company which is wholly owned by Mr Doig.
A company which is wholly owned by a trust in respect of which Dawid Warmenhoven's family are the beneficiaries acquired 1,500,000 Ordinary Shares.
Jan du Preez acquired 1,500,000 Ordinary Shares.
A trust in respect of which Ian Cockerhill and his family are the beneficiaries acquired acquired 300,000 Ordinary Shares.
A company which is controlled by Lebogang Mogotsi acquired 2,500,000 Ordinary Shares.
Bradley Doig acquired 2,500,000 Ordinary Shares.
A company which is wholly owned by a trust in respect of which Dawid Warmenhoven's family are the beneficiaries acquired 1,500,000 Ordinary Shares.
Jan du Preez acquired 500,000 Ordinary Shares.
On 30 November 2007, the Company received notification that, on 30 November 2007, Pieter Nel had exercised in full the option granted by the Company to him pursuant to an agreement dated 1 December 2004 over 250,000 Ordinary Shares at an exercise price of R0.45 per share.
On 30 November 2007, the Company received notification that, on 30 November 2007, Dawid Warmenhoven had exercised in full the option granted by the Company to him pursuant to an agreement dated 12 January 2005 over 3,500,000 Ordinary Shares at an exercise price of R0.45 per share.
| Identity of director concerned | Pieter Nel |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the deal was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 250,000 Ordinary Shares |
| Nature and extent of directors' interest in transaction | Disposal by Pieter Nel of 250,000 Ordinary Shares at R3.65. |
| Identity of director concerned | Mavinda Investments (Pty) Limited (a company wholly owned by a family trust in respect of which the wife and children of Dawid Warmenhoven are the beneficiaries) |
| Date on which disclosure was made to Petmin | 30 November 2007 |
| Date on which the deal was effected | 30 November 2007 |
| Number and class of the AIM Securities concerned | 3,000,000 Ordinary Shares |
| Nature and extent of directors' interest in transaction | Disposal by Mavinda Investments (Pty) Limited of 3,000,000 Ordinary Shares at R3.65 |
The following table sets out the interests in the issued share capital of the Company (taking into account the transactions referred to in this announcement) as at 30 November 2007 of NAMF and Dark Capital.
| Director/ Significant shareholder | Number of Ordinary Shares | Percentage of issued share capital |
|---|---|---|
| NAMF | 1,000,000 | 0.2% |
| Dark Capital | 154,279,444 |
30.4% |
© 2009 Petmin Limited