Further Re IFC Equity Subscription
22 Juillet 2009 - 11:00AM
UK Regulatory
TIDMKIW
RNS Number : 0759W
Kiwara PLC
22 July 2009
JSE - KWR
AIM - KIW
ISIN - GB0007702953
Registration number: 01760458
22nd July 2009
Kiwara plc
("Kiwara" or the "Company")
* FINANCIAL EFFECTS FOR THE SPECIFIC ISSUE OF SHARES FOR CASH AND OPTION TO
SUBSCRIBE FOR ADDITIONAL SHARES TO THE INTERNATIONAL FINANCE CORPORATION("IFC")
* WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1.INTRODUCTION
Further to the announcement published on 2 July 2009, wherein shareholders were
advised that Kiwara has, subject to the fulfillment of the condition precedent,
entered into an agreement in terms of which it will allot and issue new Kiwara
ordinary shares to the IFC as a specific issue of shares for cash at a
subscription price of US$ 6 million at 18.697 UK pence per share, being the 15
day weighted average price on AIM to 29 April 2009 ("the specific issue of
shares"). Subject to the implementation of the specific issue of shares the
company also grants the IFC an option to subscribe for a maximum of a further
US$9 million in Kiwara shares, at an option exercise price of 37 UK pence per
share, at any time prior to the third anniversary of the subscription date ("the
option share issue") (collectively "the transaction"). The specific issue of
shares will result in the issue of approximately 19.5 million Kiwara shares, but
the actual number of shares to be issued will only be determined by the US
Dollar / Great Britain Pound exchange rate on the subscription date which will
be within 5 business days of the condition precedent having been met.
2.FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the IFC
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 IFC Specific Issue has been effected. It has been assumed for
purposes of the pro forma financial effects that the IFC Specific Issue and
grant of the option were implemented on 1 April 2008 for income statement
purposes and 31 March 2009 for balance sheet purposes. The Directors are
responsible for the preparation of the unaudited pro forma financial effects.
Pro forma(2)
Scenario 1(3)
+----------------------------------+-------------+--------------+-------------+
| | Published | |
+----------------------------------+----------------------------+-------------+
| | Before IFC | After IFC | % change 6 |
| | Specific | Specific | |
| | Issue (1) | Issue | |
+----------------------------------+-------------+--------------+-------------+
| | | | |
+----------------------------------+-------------+--------------+-------------+
| Profit (loss) per share (p) | 0.44 | -0.36 | -181.8 |
+----------------------------------+-------------+--------------+-------------+
| Diluted profit (loss) per share | 0.44 | -0.36 | -181.8 |
| (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Headline profit (loss) per share | 0.44 | -0.36 | -181.8 |
| (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Diluted headline Profit (loss) | 0.44 | -0.36 | -181.8 |
| per share (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Net asset value per share | 8.91 | 11.80 | 32.4 |
| (pence) | | | |
+----------------------------------+-------------+--------------+-------------+
| Net tangible asset value per | -0.01 | 4.34 | 43,500.0 |
| share (pence) | | | |
+----------------------------------+-------------+--------------+-------------+
| Number of shares in issue | 174 365 806 | 208 639 824 | 19.7 |
+----------------------------------+-------------+--------------+-------------+
| Weighted average number of | 165 540 875 | 199 814 893 | 20.7 |
| shares in issue | | | |
+----------------------------------+-------------+--------------+-------------+
| Diluted weighted average number | 166 036 916 | 200 310 934 | 20.6 |
| of shares in issue | | | |
+----------------------------------+-------------+--------------+-------------+
Pro forma(2)
Scenario 2(4)
+----------------------------------+-------------+--------------+-------------+
| | Published | |
+----------------------------------+----------------------------+-------------+
| | Before IFC | After IFC | % change 6 |
| | Specific | Specific | |
| | Issue (1) | Issue | |
+----------------------------------+-------------+--------------+-------------+
| | | | |
+----------------------------------+-------------+--------------+-------------+
| Profit (loss) per share (p) | 0.44 | -0.39 | -188.6 |
+----------------------------------+-------------+--------------+-------------+
| Diluted profit (loss) per share | 0.44 | -0.39 | -188.6 |
| (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Headline profit (loss) per share | 0.44 | -0.39 | -188.6 |
| (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Diluted headline Profit (loss) | 0.44 | -0.39 | -188.6 |
| per share (p) | | | |
+----------------------------------+-------------+--------------+-------------+
| Net asset value per share | 8.91 | 9.87 | 10.8 |
| (pence) | | | |
+----------------------------------+-------------+--------------+-------------+
| Net tangible asset value per | -0.01 | 1.85 | 18,600.0 |
| share (pence) | | | |
+----------------------------------+-------------+--------------+-------------+
| Number of shares in issue | 174 365 806 | 193 861 984 | 11.2 |
+----------------------------------+-------------+--------------+-------------+
| Weighted average number of | 165 540 875 | 185 037 053 | 11.8 |
| shares in issue | | | |
+----------------------------------+-------------+--------------+-------------+
| Diluted weighted average number | 166 036 916 | 185 533 094 | 11.7 |
| of shares in issue | | | |
+----------------------------------+-------------+--------------+-------------+
Notes:
1. The "Before IFC Specific Issue" financial information is based on Kiwara's
published audited results for the year ended 31 March 2009.
2. The pro forma information is presented under two scenarios. Both scenarios
incorporate the issue of the 19,496,178 Ordinary Shares to IFC ($6,000,000/
GBP3,645,200 at an entry price of 18.697 pence/ 30.775 cents per share) and
include the transaction costs of GBP35,277 (R450 423 converted at the closing
exchange rate of R12.768/GBP on 2 July 2009) related to the IFC Specific Issue.
Under Scenario 1, the option is exercised, whereas in Scenario 2 it is not.
3. Scenario 1 presents the case where the IFC Option is exercised on 1 April
2008. 14,777,840 options have been granted (($9,000,000/ GBP5,467,801 divided by
the exercise price of 37.0 pence/ 60.902 cents per share)
* EPS, diluted EPS, HEPS and diluted HEPS are adjusted to include:
* the number of shares issued in terms of the Specific Issue and the exercise of
the option;
* the IFRS 2 charge of GBP1,453,917 relating to the IFC Option, as calculated
using a Binomial model (9,838 pence/ 16.194 cents per option);
* it has been assumed that all cash received has been applied in the ongoing
exploration activities of the business at 1 April 2008 and, accordingly, no
interest income has been provided for on the cash received. In terms of IFRS 6
(AC143): Exploration for and Evaluation of Mineral Resources all costs
associated with exploration activities are required to be capitalised to the
cost of the exploration and evaluation asset.
* NAV and TNAV are adjusted to include:
* the number of shares issued in terms of the specific issue and the exercise of
the option;
* cash received in terms of the specific issue and the exercise of the option less
transaction costs;
* the transaction costs of GBP35,277 relating to the transaction have been written
off against share premium.
4. Scenario 2 presents the case where the IFC Option is not exercised on 1 April
2008.
* EPS, diluted EPS, HEPS and diluted HEPS are adjusted to include:
* the number of shares issued in terms of the specific issue only;
* the IFRS 2 charge of GBP1,453,917 relating to the IFC Option, as calculated
using a Binomial model (9,838 pence per option);
* it has been assumed that all cash received has been applied in the ongoing
exploration activities of the business at 1 April 2008 and, accordingly, no
interest income has been provided for on the cash received. In terms of IFRS 6
(AC143): Exploration for and Evaluation of Mineral Resources all costs
associated with exploration activities are required to be capitalised to the
cost of the exploration and evaluation asset.
* NAV and TNAV are adjusted to include:
* the number of shares issued in terms of the Specific Issue only;
* cash received in terms of the specific issue only less transaction costs;
* the transaction costs of GBP35,277 relating to the transaction have been written
off against share premium.
5. An exchange rate of $1.646/GBP, being the closing exchange rate on 2 July
2009, has been used in this pro forma analysis in the determination of the cash
received in terms of the IFC Specific Issue and IFRS 2 charge on the IFC Option;
6. The percentage change has been calculated on rounded numbers.
3. FURTHER DOCUMENTATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
A circular to shareholders containing the requisite information pertaining to
the transaction and convening a meeting of shareholders will be posted to
shareholders in due course.
Having regard to the information disclosed above, shareholders are advised that
they no longer need to exercise caution when dealing in the Company's
securities.
For further information please contact:
Colin Bird
Kiwara plc
Tel +44 (0) 20 75814477
Suzanne Johnson-Walsh
Bishopsgate Communications Ltd
Tel +44 (0) 20 7562 3350
Raju Samtani
Kiwara plc
Tel +44 (0) 20 5814477
Brian Chistie/Leonard Eiser
Sasfin Capital
Tel +27 (0) 11 809 7500
Matthew Robinson/Rose Herbert
FinnCap
Tel +44 (0) 20 7600 1658
This information is provided by RNS
The company news service from the London Stock Exchange
END
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