Introduction
In an announcement released on SENS and published in the press on 07 February 2006, Petmin shareholders were advised as follows:
Subject to the fulfilment of the suspensive conditions, Petmin will undertake a specific issue of shares for cash ( the issue ) to raise R75 million at an issue price of 90 cents per new Petmin share. This will result in the issue of 83 333 333 new Petmin shares.
New Africa Mining Fund Nominees (Pty) Ltd ( NAMF ) has agreed to exercise its rights to convert its historical loan of R40 million and subscribe for an additional R15 million new Petmin shares to the total value of R55 million, amounting to 61 111 111 new Petmin shares. PSG Capital (Pty) Ltd ( PSG ) and another institution have agreed to subscribe for new Petmin shares in the amount of R10 million each amounting to 22 222 222 new Petmin shares.
This specific issue of shares for cash to NAMF and PSG constitutes a related party transaction as defined by section 10 of the Listings Requirements, of the JSE limited and is therefore the subject of A circular and requires shareholder approval. NAMF Nominees and PSG Capital are precluded from voting on the approval of the specific issue of shares for cash.
Accordingly, the directors have requested an independent professional expert to provide a fair and reasonable opinion on the specific issue of shares for cash.
Listing on the JSE
Subject to the ordinary and special resolutions to be proposed at the general meeting in respect of the specific issue of shares for cash being passed, the JSE has granted the listing of the additional new Petmin shares from the commencement of trade on Monday, 22 May 2006.
Suspensive Conditions
The implementation of the specific issue of shares for cash is subject to the ordinary resolutions for the implementation of the specific issue of shares for cash being passed, by a 75% vote from the non-related party shareholders, at the general meeting, and where applicable, registered by the Registrar of Companies.
General meeting
A general meeting of Petmin shareholders will be held at 10:00 on Friday, 12 May 2006 at Petmin s registered office, being 1st Floor, Parc Nouveau, 225 Veale Street, Brooklyn, in order to consider and, if deemed fit, pass, with or without modification, the ordinary resolutions required to give effect to the specific issue of shares for cash.
A notice convening the general meeting was posted to shareholders on Thursday, 20 April 2006 and contains full details of the action required by certificated and dematerialised shareholders.
The table below sets out the reviewed pro forma financial effects of the specific issue of shares for cash based on Petmin s published reviewed interim results for the period ended 31 December 2005. The unaudited reviewed pro forma financial effects are presented for illustrative purposes only and because of their nature may not give a fair reflection of Petmin s results, financial position and changes in equity after the transactions. It has been assumed for purposes of the pro forma financial effects that the transactions took place with effect from 1 July 2005 for income statement purposes and 31 December 2005 for balance sheet purposes. The directors of Petmin are responsible for the preparation of the unaudited reviewed pro forma financial effects.
| Before (1) Published | After Pro forma | % Change | |
|---|---|---|---|
| Earnings per share (cents) | 17,64 | 15,12 | (14,29) |
| Headline earnings per share (cents) | 2,34 | 2,25 | (3,85) |
| Diluted earnings per share (cents) | 16,60 | 15,12 | (8,92) |
| Diluted headline earnings per share (cents) | 2,20 | 2,25 | (2,27) |
| Net asset value per share (cents) | 76,05 | 78,90 | 3,75 |
| Net tangible asset value per share (cents) | 76,05 | 77,31 | 1,66 |
| Number of shares in issue (000) | 348 557 | 431 890 | 23,91 |
| Salient Dates and Times | 2006 |
|---|---|
| Circular posted to Petmin shareholders on | Thursday, 20 April |
| Last date for forms of proxy to be lodged in respect of the general meeting by 10:00 | Thursday, 11 May |
| General meeting to be held at 10:00 | Friday, 12 May |
| Announcement regarding the results of the general meeting released on SENS | Friday, 12 May |
| Announcement regarding the results of the general meeting published in the press | Monday, 15 May |
| JSE lists the additional shares | Monday, 22 May |
Note:
The above dates and times are subject to amendment. Details of any such amendment will be released on SENS and published in the press.
General Issue of Shares for Cash
Introduction
At the general meeting of shareholders held on 31 January 2006, the requisite majority of shareholders approved an ordinary resolution authorising the directors to issue up to 15% of company s issued share capital for cash in accordance with the Listing Requirements of the JSE Limited. ( the JSE ) The directors have now resolved to issue on Monday, 24 April 2006, 8 000 000 shares at 120 cents per share being 10% discount to the 30 day volume weighted average of the Petmin share price up to the close of business on Friday, 21 April 2006 and representing R9 600 000 in total, to Noah Limited. The 8 million shares will represent an 1,85% increase in the issued share capital of the company after the specific issue for cash presented above. Noah Limited is a public shareholder in terms of the JSE listings requirements.
| Rand 000 | |
|---|---|
| Authorised | |
| 500 000 000 authorised ordinary shares with a par value of R0,25 each | 125 000 |
| Issued | |
| Before the specific issue of shares for cash above 348 556 666 issued ordinary shares with a par value of R0,25 each | 87 140 |
| In Issue | |
| After the specific issue of shares for cash above 431 899 999 issued ordinary shares with a par value of R0,25 each | 107 975 |
| In Issue | |
| After this General issue of shares for cash 439 899 999 issued ordinary shares with a par value of R0,25 each | 109 975 |
| Share Premium | |
| After the specific issue of shares for cash above | 131 381 |
| Raised in this issue | 7 600 |
| Total share capital | 248 956 |
The table below sets out the reviewed pro forma financial effects of the general issue of shares for cash after taking into account the effects of the specific issue of shares for cash above, on Petmin s published reviewed interim results for the period ended 31 December 2005. The reviewed pro forma financial effects are presented for illustrative purposes only and because of their nature may not give a fair reflection of Petmin s results, financial position and changes in equity after the transactions. It has been assumed for purposes of the pro forma financial effects that the transactions took place with effect from 1 July 2005 for income statement purposes and 31 December 2005 for balance sheet purposes. The directors of Petmin are responsible for the preparation of the reviewed pro forma financial effects.
| Before (1) Published | After Pro forma | % Change | |
|---|---|---|---|
| Earnings per share (cents) | 15.12 | 14.84 | (1.85) |
| Headline earnings per share (cents) | 2,25 | 2,21 | (1.78) |
| Diluted earnings per share (cents) | 15.12 | 14.84 | (1.85) |
| Diluted headline earnings per share (cents) | 2,25 | 2,21 | (1.78) |
| Net asset value per share (cents) | 78,90 | 79.65 | 0.95 |
| Net tangible asset value per share (cents) | 77.31 | 78.08 | 1,00 |
| Number of shares in issue (000) | 431 890 | 439 900 | 1.85 |
Conclusion
The above financings together with the finalisation of the R40 million asset based term loan, at prime less 1% repayable over six years from completion of the Somkhele Anthracite project, which is expected to be commissioned by the end of 2006 concludes the total financing required for the Somkhele Anthracite project.
Listing of New Shares
Application will be made to the JSE on Tuesday, 2 May 2005 for the granting of the listing of the new shares.
Further Cautionary
Shareholders are advised that negotiations are still in progress which, if successfully concluded may have a material effect on the price of Petmin’s securities. Accordingly, shareholders are advised to continue exercising caution when dealing in the company’s securities until a full announcement is made.
Corporate Adviser and Sponsor
River Group
© 2009 Petmin Limited