Unaudited pro forma financial effects



 

UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF A NON-CORE ASSET BY JUBILEE

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

  

In compliance with the Listings Requirements of the JSE Limited (“JSE”), Jubilee, the JSE listed and AIM quoted Mine-to-Metals exploration and development company, is pleased to announce the unaudited pro forma financial effects (“Effects”) of the Sale of Shares agreement (“Agreement”)with Global Renewal Energy Limited (“GRE”), details of which were announced on 28 May 2013 and in terms of which GRE will acquire from Jubilee, the issued share capital of Jubilee Smelting and Refining (Pty) Ltd (“JSR”), a wholly owned subsidiary of Jubilee and the issued share capital of Power Alt (Pty) Ltd (“PowerAlt”)(collectively “Sale Shares”), for an aggregate cash consideration of US$14 million (“Transaction”). The Transaction may be executed over two tranches, namely a disposal which includes the sale of 65% of the issued share capital of JSR and 40% of the issued share capital of PowerAlt (“the Disposal”) and an option whereby Jubilee retains an exclusive put option for the remaining share capital held by the Company (“the Option”). The Effects in this announcement relate to the Disposal and does not incorporate the pro forma financial effects of the Option.

 Key Features of the Effects:

  1.  Net asset value per share up 5.63%;
  2. Tangible net asset value per share up 27.75%
  3. The illustrative values excludes the increase in intangible value due to;
  • retaining the right to process platinum material in the 5 MW ARC furnace,
  • the free option to build a second 5MW ARC furnace and,
  • the right to participate in the expansion of the power plant.

 Pro forma financial effects

The Effects are issued in compliance with the Listings Requirements of the JSE and have been prepared for illustrative purposes only. The Effects are the responsibility of the directors of Jubilee. Due to the nature of the Effects, they may not fairly present Jubilee’s financial position, changes in equity and results of its operations or cash flows for the period. It does not purport to be indicative of what the financial results would have been, had the Disposal been implemented on a different date. The Effects do not attempt to illustrate the business plan of the Jubilee group on a forward looking basis but simply captures the historical financial information of Jubilee.

 The table below sets out the Effects on, inter alia, Jubilee’s earnings per share (“EPS”), fully diluted EPS, headline loss per share (“HLPS”), fully diluted HLPS, net asset value (“NAV”) per ordinary share and tangible NAV (“TNAV”) per ordinary share based on the most recently published unaudited pro forma financial effects as published in the circular dated 26 April 2013 a copy of which is available on the Company’s website www.jubileeplatinum.com. The Effects are based on the assumptions set out beneath the table and include assumptions on share price.

  

Unaudited financial information(1)

Pro forma Disposal adjustments(2, 3)

Unaudited pro forma financial information after the  Disposal

Percentage change

EPS (pence)

 5.79

(1.48)

4.31

(25.55)%

Diluted EPS (pence)

 5.79

(1.48)

4.31

(25.55)%

HLPS (pence)

 (1.63)

(0.10)

(1.73)

6.01%

Diluted HLPS (pence)

 (1.63)

(0.10)

(1.73)

6.01%

NAV per share (pence)

 22.64

1.28

23.91

5.63%

TNAV per share (pence)

 5.21

1.45

6.66

27.75%

Ordinary shares in issue (‘m)

 609.25

609.25

0.00%

Weighted average number of ordinary shares in issue (‘m)

582.58 

582.58

0.00%

Notes and assumptions:

1. Extracted from the unaudited pro forma financial effects of the acquisition of PLA by Jubilee as published in the circular posted to shareholders on 26 April 2013;

2. Prepared on the assumption that the Disposal took place on 1 July 2012 for purposes of the pro forma statement of comprehensive income and on 31 December 2012 for purposes of the pro forma statement of financial.

3. The pro forma financial effects have been prepared on the assumption that:

·               Transaction costs in respect of the Disposal amounted to GBP8,000;

·               The disposal of shares in JSR and PowerAlt results in the loss of control of both of these entities and requires that they are no longer consolidated;

·               Jubilee retains significant influence over JSR and PowerAlt and as a result their remaining interests in these entities are accounted for as investments in associates by way of equity accounting;

·               Jubilee’s share of any profits or losses attributable to these investments is accounted for, in the statement of comprehensive income, as income from associates; and

·               The balance of Jubilee’s Class A and Class B loans are accounted for as other financial assets.

·               The loss on the Disposal approximates that portion of the loan claims that was sold to GRE amounting to GBP4.361 million and is included in profit and loss but excluded from headline earnings.

 

 

Withdrawal of cautionary announcement

 Jubilee shareholders are advised that as the pro forma financial effects in relation to the Transaction have been disclosed in this announcement, caution is no longer required to be exercised by Jubilee shareholders when dealing in their shares.

  

Contacts

Jubilee Platinum plc

Colin Bird/Leon Coetzer

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

Andrew Sarosi

Tel +44 (0) 1752 221937

 

JSE Sponsor  

Sasfin Capital, a division of Sasfin Bank Limited

Angela Teeling-Smith/Sharon Owens

Tel +27 (0) 11 809 7500

 

NOMAD        

finnCap Ltd

Matthew Robinson/Ben Thompson – corporate finance

Joanna Weaving – corporate broking

Tel +44 (0) 20 7220 0500

 

Shore Capital Stockbrokers Limited (Joint Broker)

Jerry Keen/Edward Mansfield

Tel: +44 (0) 20 7 408 4090

 

Bishopsgate Communications Ltd

Nick Rome/Anna Michniewicz/Ivana Petkova

Tel +44 (0) 20 7562 3350