General meeting
The directors are pleased to announce that, at the general
meeting of shareholders held on 15 April 2005, the requisite
majority approved the specific issue of 83 333 333 shares
for cash to selected financial institutions at an issue
price of 300 cents per share in order to raise R250 million
("the cash issue") to fund Phase 1 of the Ruashi
Copper / Cobalt Project ("Ruashi").
The cash issue
2.1 Subscription process
The directors advise that the interest shown in Ruashi,
following a roadshow to selected financial institutions,
triggered significant demand for participation in this
issue, well in excess of the shares available for placement.
The approved new shares are to be issued and allocated
taking into account the future strategic funding requirements
of the company and Ruashi and furthermore with an objective
to create future liquidity in the London Stock Exchange
share register of Metorex.
2.2 Issue price
The issue price of 300 cents per share represents a
premium of 58 cents (24%) to the weighted average traded
price (242 cents) of Metorex shares on the JSE Securities
Exchange South Africa ("JSE") during the
30 business days preceding 17 November 2004, the date
on which the directors of the company approved the
cash issue. When finalising this announcement, Metorex
shares were trading at 349 cents per share on the JSE,
a 16% increase on the issue price of 300 cents per
share.
2.3 Related party and independent opinion
As the cash issue constituted a related party transaction
in terms of the Listings Requirements of the JSE, Metorex
obtained an independent fair and reasonable opinion
in regard thereto from Deloitte & Touche Corporate
Finance. This independent opinion was included in a
circular to shareholders dated 31 March 2005, copies
of which circular are available from:
the company's offices, 2nd Floor, North Wing, Cradock
Heights, 21 Cradock Avenue, Rosebank, Johannesburg;
the company's transfer secretaries, Ultra Registrars
(Pty) Limited, 11 Diagonal Street, Johannesburg; and
the company's sponsor, Barnard Jacobs Mellet Corporate
Finance (Pty) Limited, 2nd Floor, Barnard Jacobs Mellet
House, 5 Sturdee Avenue, Rosebank, Johannesburg.
2.4 Financial effects of the cash issue
The unaudited pro forma financial effects are provided
for illustrative purposes only to show the effect of
the cash issue on earnings, headline earnings, net
asset value and tangible net asset value per share
as if the cash issue proceeds had been received on
1 July 2004 and 31 December 2004, respectively. Because
of their nature the unaudited pro forma financial effects
may not give a true picture of the Group's financial
position and performance. The unaudited pro forma financial
effects have been compiled from the unaudited consolidated
financial statements for the six months ended 31 December
2004, adjusted as described in the notes below and
are based on the issue of 83 333 333 new ordinary shares
at an issue price of 300 cents per share in order to
raise R250 million:
| |
Notes |
31.12.2004
Unaudited
before the
cash issue |
Pro forma after
the cash issue |
% Change |
| Earnings and fully diluted
earnings per share (cents) |
1,2 |
4.2 |
5.1 |
21.4 |
| Headline earnings and fully
diluted headline earnings per share (cents) |
1,2 |
7.2 |
7.2 |
- |
| Net asset value per share
(cents) |
3 |
223 |
244 |
9.4 |
| Tangible net asset value
per share (cents) |
3 |
214 |
237 |
10.8 |
| Actual number of shares
in issue (000's) |
|
188 098 |
271 431 |
44.3 |
| Weighted average number
of shares in issue (000's) |
|
187 874 |
271 207 |
44.4 |
Notes:
1. The "before" earnings per share, fully
diluted earnings per share, headline earnings per
share and fully diluted headline earnings per share
figures are based on the weighted average number
of shares in issue at 31 December 2004;
2. The adjustments to the earnings per share, fully
diluted earnings per share, headline earnings per
share and fully diluted headline earnings per share
are based on the weighted average number of shares
in issue at 31 December 2004 and are stated assuming
that the proceeds of the cash issue, net of costs
of R13 million (R237 million) were received and invested
on 1 July 2004 in an interest bearing account at
an after tax rate of 5% for the six months ended
31 December 2004;
3. For net asset value and tangible net asset value
calculations, it is assumed that the proceeds of
the cash issue were received on 31 December 2004
and are based on the actual number of shares in issue
at 31 December 2004.
Listing of the new shares
The new shares issued pursuant to the cash issue
will be listed on the JSE on 21 April 2005. Trading
in Metorex shares through the Crest Electronic
Trading and Settlement System on the London Stock
Exchange becomes effective on Monday 25 April 2005.
|
