ISSUE OF SHARES AND OPTION
August 29 2008 - 11:00AM
UK Regulatory
RNS Number : 3382C
Kiwara PLC
29 August 2008
KIWARA PLC
Share code on AIM: KIW ISIN: GB0007702953
Share code on the JSE: KWR ISIN: ZAE0007702953
(Incorporated in England)
(Registration number: 01760458)
("Kiwara" or "the Company")
TERMS ANNOUNCEMENT FOR THE SPECIFIC ISSUE OF SHARES AND OPTION
1. Introduction
Kiwara, subject to relevant conditions precedent, has entered into an agreement with NAMF Nominees (Proprietary) Limited ("NAMF") ("NAMF
Specific Issue Agreement"), the terms of which include the issue to NAMF of 5,000,000 ordinary shares of 1 pence each at a strike price of
R3.00 per ordinary share ("Specific Issue Shares") and the grant to NAMF of an option to subscribe for a further 2,500,000 ordinary shares
of 1 pence each at a strike price of R4.00 per share ("NAMF Option") (collectively the "NAMF Specific Issue" or "the transaction").
The Specific Issue Shares and NAMF Option are deemed to be specific issues of shares for cash in terms of section 5.51 and 5.53 of the
JSE Limited ("JSE") Listings Requirements respectively. In addition, the Specific Issue Shares and NAMF Option constitute related party
transactions in terms of section 10 of the JSE Listings Requirements due to NAMF being a material shareholder in a subsidiary of Kiwara.
2. The NAMF Specific Issue
The terms and conditions embodied in the NAMF Specific Issue Agreement are as follows:
* Kiwara agrees to place 5,000,000 ordinary shares of 1 pence each with NAMF at a strike price of R3.00 per ordinary share;
* Kiwara agrees to grant NAMF an option to subscribe for a further 2,500,000 ordinary shares of 1 pence each at a strike price of
R4.00 per ordinary share exercisable for a period of three years from the date of signing the NAMF Specific Issue Agreement; and
* NAMF agrees to advance R15,000,000 to Kiwara for the Specific Issue Shares and NAMF Option.
3. Conditions precedent
In terms of section 5.51 ,5.53 and 10 of the Listings Requirements, shareholder approval, representing not less than three-fourths (75%)
of the votes exercisable by shareholders present and voting at a general meeting, either in person or by proxy, and a fairness opinion is
required for the NAMF Specific Issue.
4. Rationale for the NAMF Specific Issue Agreement
Kiwara, through its subsidiary Kiwara Resources (Zambia) Ltd, holds the majority interest in Kalumbila Minerals Ltd, which holds mineral
Prospecting Licence 267, covering part of the Kabompo Dome in North West Province of Zambia. The focus of the Company's exploration
programme as set out in the Snowden Competent Person's Report dated 14th February 2008 (and which forms a part of the Company's JSE
pre-listing statement dated Tuesday, 3 April 2008) is the Kalumbila base metals target and Kawanga Uranium target, with other secondary
regional targets, including Kawako and Nyambwezu.
The Company's stated objective is to produce an initial statement of inferred Resources at Kalumbila this year. Ongoing work at
Kalumbila suggests that the copper mineralisation is more extensive than has previously been determined. It is the Board's opinion that this
enlarged target requires further investigation - representing an increase in the projected drilling in the identified copper zone from a
projected total of 7,100m and that such additional data may add to the size of the stated Resource. While this would be expected to add
value to the asset, it will require additional funding to maintain an expanded exploration programme. In addition, ongoing soil
geo-chemistry and drill reconnaissance at Kawako, a historic base metals target in the proximity of and in a similar geological setting to
Kalumbila, suggests that it too hosts both nickel and copper mineralisation and justifies additional expenditure to fund further
exploration.
5. Financial effects
The table below sets out the unaudited pro forma financial effects of the NAMF Specific Issue on Kiwara. The unaudited pro forma
financial effects are presented for illustrative purposes only and because of their nature may not give a fair reflection of Kiwara's
results, financial position and changes in equity after the NAMF Specific Issue has been effected. It has been assumed for purposes of the
pro forma financial effects that the NAMF Specific Issue took place with effect from 1 April 2007 for income statement purposes and 31 March
2008 for balance sheet purposes. The directors are responsible for the preparation of the unaudited pro forma financial effects.
Published Pro forma
Scenario 13 Scenario 24
Before NAMF Specific After NAMF Specific Change6 (%) After NAMF Specific Change6 (%)
Issue1 Issue Issue
Basic loss per share (pence) (0.08) (0.18) (125.0) (0.19) (137.5)
Diluted loss per share (pence) (0.08) (0.18) (125.0) (0.19) (137.5)
Headline loss per share (0.08) (0.18) (125.0) (0.19) (137.5)
(pence)
Diluted headline loss per (0.08) (0.18) (125.0) (0.19) (137.5)
share (pence)
NAV per share (pence) 8.92 9.43 5.7 9.20 3.1
Tangible NAV per share (pence) 0.78 1.65 111.5 1.30 66.7
Number of ordinary shares in 160,485,010 167,985,010 4.7 165,485,010 3.1
issue
Weighted average number of 111,815,611 119,315,611 6.7 116,815,611 4.5
ordinary shares in issue
Diluted weighted average 112,527,988 120,027,988 6.7 117,527,988 4.4
number of ordinary shares in
issue
Notes:
* The "Before NAMF Specific Issue" financial information is based on Kiwara's published audited results for the year ended 31 March
2008.
* The "After NAMF Specific Issue" pro forma information is presented under two scenarios. Both scenarios incorporate the issue of
the 5,000,000 ordinary shares to NAMF and include the transaction costs related to the NAMF Specific Issue. Under scenario 1, the NAMF
Option is exercised, whereas in scenario 2 it is not. The income statement has been adjusted for an IFRS 2 charge of �131,137 relating to
the NAMF Option, as calculated using a binomial model. The transaction costs relating to the NAMF Specific Issue have been written off
against share premium. It has been assumed that all cash received has been applied for the purpose as stated in paragraph 4 above as at 1
April 2007 and accordingly no interest income has been provided for on the cash received.
* Scenario 1 presents the case where the NAMF Option is exercised on 1 April 2007.
* EPS, diluted EPS, HEPS and diluted HEPS are adjusted for the exercise of options at 1 April 2007.
* NAV and TNAV are adjusted to include the cash received from:
* the specific issue of the 5,000,000 ordinary shares at R3.00 per share; and
* the exercise of the specific option grated in respect of 2,500,000 ordinary shares at R4.00 per share.
* Scenario 2 presents the case where the NAMF Option is not exercised in 2007.
* EPS and HEPS are calculated using the original weighted average number of ordinary shares as published for the period to 31 March
2008 adjusted for the 5,000,000 Specific Issue Shares at 1 April 2007.
* NAV and TNAV are calculated using the original number of ordinary shares in issue as published at 31 March 2008 adjusted for the
5,000,000 Specific Issue Shares at 1 April 2007.
* An exchange rate of R16.139/�, being the closing exchange rate on 31 March 2008, has been used in this pro forma analysis, except
in the determination of the IFRS 2 charge on the NAMF Option, where an exchange rate of R15.251/� was used, being the closing exchange rate
on the option grant date.
* The percentage change has been calculated on rounded numbers.
Documentation relating to the general meeting
A circular containing full details of the transaction and general meeting will be posted to shareholders in due course.
London
29 August 2008
Investment Bank and Sponsor:
Investec Bank Limited
For further information, please contact:
Kiwara Plc
Colin Bird, Chairman
Tel: +44 (0)207 581 4477
Peter Vivian-Neal, Chief Executive Officer
Tel: +260 (0) 211 293899
Investec Bank Limited, Johannesburg
Robert Smith / Gavin Hall
Tel: +27 (0) 11 286 7326
Investec Bank (UK) Limited, London
Gerard Kisbey-Green / Jan Bosch
Tel: +44 (0) 20 7597 5000
Bishopsgate Communications
Nick Rome
Tel: +44 (0)20 7562 3366
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBXGDIGBDGGIC
Kiwara (LSE:KIW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Kiwara (LSE:KIW)
Historical Stock Chart
From Jul 2023 to Jul 2024
