Jubilee Acquires 51% of Shares and Claims in Power Alt Ltd

 

26 January 2011
AIM: JLP
JSE: JBL
Registration number: 4459850
ISIN: GB0031852162


Jubilee Platinum Plc
(“Jubilee” or “the Company”)


Jubilee acquires 51% of shares and claims in power alt (proprietary) limited (“power alt”) and withdrawal of cautionary announcement

 

Jubilee is pleased to announce the acquisition of 51% of the shares and claims in Power Alt for a consideration of R27 500 000 (approx GBP £2,425,000).

Highlights –

  • Power Alt provides  Jubilee with a secure independent power supply to underpin its operational and expansion goals for its ConRoast Process
  • Power Alt will provide Jubilee with an offset to its power cost, which has a direct positive impact on ConRoast’s associated operating costs 
  • Power Alt has the potential of expanding on its current generation capacity of 11MW to a full 29MW of power

Leon Coetzer, CEO of Jubilee Platinum commented: “This transaction underpins Jubilee’s expansion goals by securing an independent power supply for its processes.”

 

Contacts

 Colin Bird/Leon Coetzer                   

Jubilee Platinum plc                           

Tel +44 (0) 20 7584 2155 / TEL +27 (0)11 465 1913

 

Andrew Sarosi          

Jubilee Platinum plc             

Tel +44 (0) 1752 221937    

      

Matthew Robinson/Rose Herbert

finnCap Ltd

Tel +44 (0) 20 7600 1658

 

Leonard Eiser /Sharon Owens

Sasfin Capital

Tel +27 (0) 11 809 7500

 

Michael Kinirons/Nick Rome

Bishopsgate Communications Ltd

Tel +44 (0) 20 7562 3350

 

 

INTRODUCTION

Further to the publication of cautionary announcements, the last of which was dated 20 January 2011, Jubilee is pleased to announce that it has entered into a Sale of Shares and Claims Agreement dated 20 January 2011 (“the Agreement”) with Investec Bank Limited (“Investec”), African Data Corporation (Proprietary) Limited (“ADC”) and Astra Group Holdings (Proprietary) Limited (“Astra”) (collectively “the Parties”)in respect of an acquisition of 51% of the issued share capital (“the Sold Shares”) and aggregate shareholders claims on loan account (“the Sold Claims”) in Power Alt (“the Acquisition”) .

 Investec and Astra each currently own 40% of the shares in Power Alt and ADC owns the remaining 20%.

 

      1.         TERMS OF THE AGREEMENT

The total consideration to be paid by Jubilee to the Parties in respect of the Acquisition is R27 500 000 (“the Purchase Consideration”) to be settled in cash within two business days of fulfillment or waiver of the Suspensive Conditions (“the Fulfillment Date”)set out under section 2.2 of this announcement.

 

On settlement of the Purchase Consideration, Jubilee will hold 51% of the Sold Shares and Sold Claims of Power Alt.

 

The Purchase Consideration will be used to settle the Parties as follows:

 

Astra

a total of R11 323 529.41 comprising R3 937 474.00 representing 21%of the Sold Claims and R7 386 055.41 representing 21% of the Sold Shares.

Investec

a total of R10 784 313.86 comprising R3 749 970.00 representing 20% of the Sold Claims and R7 034 343.86 representing 20% of the Sold Shares

ADC

a total of R5 392 156.90 comprising R1 875 000.00 representing 10% of the Sold Claims and R3 517 156.90 representing 10% of the Sold Shares.

 

In addition to the Purchase Consideration pertaining to the Acquisition, Astra has granted Jubilee an option to acquire a further 19% of the issued share capital and aggregate Astra claims on loan account(“the Option”) for an exercise price of R10 245 098.04of which R3 562 475.50 relates to the aggregate Astra claims on loan account. The Option is exercisable within 12 months from the Fulfillment Date.

 

1.1       Effective Date

The Effective Date and Fulfillment date are the same date, within two business days of fulfillment or waiver of the Suspensive Conditions

 

1.2       Suspensive Conditions

The provisions of the Agreement are subject to the fulfillment or waiver of the following suspensive conditions by 31 January 2011 (or such later date as the parties may agree to in writing):

 

1.2.1    ADC shall deliver to Jubilee a special resolution in terms of section 228(1) of the Companies Act, endorsed by the Registrar of Companies as having been registered in terms of the Companies Act specifically approving and ratifying the Acquisition;

1.2.2    Jubilee shall have obtained exchange control approval from the South African Reserve Bank; and

1.2.3    To the extent required, the constitutional document of Power Alt shall have been amended in accordance with the Agreement.

1.2.4    The Parties shall, where it is within their respective power and control to do so, use all of their respective reasonable endeavours to procure the fulfillment of each of the Suspensive Conditions.

 

If any Suspensive Condition is not fulfilled or waived, no Party shall have any claim against the other Parties as a result of or in connection with any such non-fulfillment or non-waiver (other than a claim for a breach by a Party of any of its obligations under clause 2.2.9), and the Parties indemnify one another accordingly.

 

1.3       THE OPTION

Astra has granted an irrevocable option to Jubilee in terms of which Jubilee may require Astra, who shall then be obliged to do so, to sell 19% of Power Alt’s issued share capital held by Astra subsequent to the disposal of the Astra Sold Shares (“the Astra Option Shares) and the claims (“the Astra Option Claims”) to the value of R3 562 475.50 held by Astra subsequent to the disposal of the Astra Sold Shares.

 

Jubilee shall be entitled to exercise the Option at the exercise price being R10 245 098.04 which is the sum of the Astra Option Claims and the amount to be paid for the Astra Option Shares, and which will be escalated by 15% per annum from the date which is the latest of the dates on which the Agreement has been signed by each Party.

 

Should Jubilee exercise the Option, any such exercise shall be conditional upon fulfillment of certain exercise conditions which means the procurement of all regulatory consents or approval required to be obtained from any regulatory authority including any other consents or approvals as may be required such as shareholder approval or approval by any third party in order to permit or enable the acquisition of the Astra Option Shares by Jubilee (“the Exercise Options”). Jubilee shall also be required to deliver a written notice to Astra specifying Jubilee’s intention to purchase the Astra Option Shares and the Astra Option Claims on the terms and conditions set out in such written notice (“the Option Notice”) and upon the delivery of the Option Notice and fulfillment of the Exercise Conditions, Jubilee shall be obliged to pay the Exercise Price to Astra  by Electronic fund transfer of same day funds without any deduction or set-off whatsoever into a bank account nominated by Astra and notified in writing to Jubilee.

 

2.   THE BUSINESS OF POWER ALT

 

Power Alt’s sole asset is the 11 MW capacity gas-fired power generation plant located on the site of Jubilee’s Middelburg smelting facility.

 

3.   PURCHASE PRICE, ALLOCATION AND PAYMENT

 

The purchase price is R27 500 00.00 and shall be allocated as follows with regards to the Sold Claim and the Sold Shares:

 

Investec           R10 784 313.86;

Astra                R11 323 529.41;and

ADC                R5 392 156.90.

 

The Parties have agreed that Jubilee shall pay the purchase price within two business days of the Fulfillment date.  Against the payment of the purchase price, each of the parties shall release their respective documents of title to the Power Alt shares to Jubilee.

 

4.PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION

 

The table below reflects the unaudited pro forma financial effects of the Acquisition and the Option. These have been prepared in terms of the Listings Requirements of the JSE Limited, are for illustrative purposes only and due to their nature, may not truly reflect Jubilee’s financial position or results of operations. It has been assumed for purposes of the pro formafinancial effects that the acquisition took place with effect from 1 July 2009 for income statement purposes and 30 June 2010 for balance sheet purposes. The directors of Jubilee are responsible for the preparation of the unaudited pro forma financial effects.

 

Effects per Jubilee share

Before1

After the acquisition of a 51% shareholding2

Percentage change

After the exercise of the option to purchase an additional 19% shareholding  from Astra3

Percentage change

(Loss)/ earnings per share (pence)

 (1.35)

 (1.20)

11.1%

 (1.15)

14.48%

Headline (loss)/ earnings per share (pence)

 (1.35)

 (1.20)

11.1%

 (1.15)

14.48%

Net asset value per share (pence)

32.68

32.68

0.0%

32.68

0.0%

Tangible net asset value per share (pence)

0.96

0.30

-68.8%

0.05

-94.8%

Weighted average shares in issue (‘000)

 164 916

 164 916

0.0%

 164 916

0.0%

Shares in issue (‘000)

 254 463

 254 463

0.0%

 254 463

0.0%

  

Notes:

 The financial effects are indicative only and have been based on the assumptions set out below. The Acquisition or the Option has been accounted for in terms of the revised IFRS 3: Business Combinations, as the expected effective date is after 1 July 2009, being the effective date of the revised statement.

 1.         The “Before” financial information is based on Jubilee’s published audited Annual Financial Statements for the year ended 30 June 2010.

 2.         The “After the Acquisition of a 51% interest in “Power Alt” assumes:

– Power Alt’s income statement, as extracted from the management accounts of Power Alt for the year ended 30 June 2010, has been aggregated with the income statement of Jubilee for the year ended 30 June 2010. The Power Alt income statement has been converted at £1 – ZAR12.0462, being the average rate for the year ended 30 June 2010. Power Alt’s management accounts do not represent a full year of trading as operations only commenced on a ramp-up basis from August 2009;

– Power Alt’s balance sheet is based on the management accounts of Power Alt for the year ended 30 June 2010 converted at £1 – ZAR11.5334, being the closing rate at 30 June 2010;

– Payment of the consideration of ZAR27.5 million in cash, converted £1 – ZAR11.5334, being the closing rate at 30 June 2010;

– For the purpose of determining the loss per share and headline loss per share only, interest foregone on the cash component is calculated based on the assumption that the cash would have invested at a return of 0.5 per cent. per annum (being the average investment rate for the period); and

– The tax effects of the above.

 3.         The “After the exercise of the Option to purchase an additional 19% shareholding from Astra” assumes (in addition to the assumption in note 2 above):

Payment of the Option consideration of ZAR10.245 million in cash, converted £1 – ZAR11.5334, being the closing rate at 30 June 2010

 

 5.   RATIONALE FOR THE ACQUISITION AND THE OPTION

 The rationale for the Acquisition and the Option is that:

– It provides Jubilee’s subsidiary Jubilee Smelting and Refining (Pty) Ltd control of an independent secure electricity supply;

– Jubilee will be able partially to offset the Middelburg site’s energy costs, through its shareholding in Power Alt, which provides up to 70% of total power requirement on site; and

 Power Alt currently generates up to 11 MW but both a feasibility study and site design for up to 29 MW of power has been done.

 

6.   DOCUMENTS AVAILABLE FOR INSPECTION

 A copy of the Agreement is available for inspection at Cnr Witkoppen and Waterford Place, Unit 8 Block B, 1st Floor, Stoney Ridge Office Park, Kleve Hill Park, Paulshof 2068 for a period of 28 days from the date of this announcement.

 

7.   WITHDRAWAL OF CAUTIONARY

Shareholders are referred to the cautionary announcements published previously, the last of which was on 20 January 2011 and are advised that as a full terms announcement together with financial effects has now been published, caution is no longer required to be exercised by shareholders when dealing in their shares