Acquisition of Interest in Kalumbila Minerals Ltd
16 Septiembre 2009 - 6:00AM
UK Regulatory
TIDMKIW
RNS Number : 1581Z
Kiwara PLC
16 September 2009
16 September 2009
Kiwara plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara" or the "Company")
ACQUISITION OF A FURTHER 5% INTEREST IN KALUMBILA MINERALS LIMITED
("KALUMBILA")
1. Details of the transaction
In the circular to shareholders dated 31 July 2009 shareholders were advised
that the company had entered into an agreement with LM Engineering Ltd ("LM")
for the acquisition by Kiwara of five percent of LM's shareholding in Kalumbila,
an 80% subsidiary of Kiwara for a purchase consideration of GBP1 million and
800,000 ordinary Kiwara shares ("the acquisition"). Kiwara was further granted
the option to acquire, within two years of the date of the agreement, a further
five percent of the shares in Kalumbila for a purchase consideration of
GBP3 million and 2.4 million Kiwara ordinary shares.
2. Effective date
The effective date of the transaction will be the first business day after the
approval of the
listing of the subscription shares by the JSE which has
been applied for. Application will
also be made for 800,000 ordinary
Kiwara shares to be admitted to trading on AIM. The
new shares will rank
pari passu with existing ordinary shares and dealings in the new
shares
are expected to commence on 23 September 2009.
3. Conditions precedent
There are no outstanding conditions precedent to the transaction.
4. Pro forma financial effects of the acquisition
The table below sets out the unaudited pro forma financial effects of the
acquisition 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 acquisition has been effected. The Directors are
responsible for the preparation of the unaudited pro forma financial
effects.
+------------------------------+--------------------+-------------------+-----------+
| | Published Before | After the | % change |
| | the | acquisition | 4 |
| | acquisition 1 | | |
+------------------------------+--------------------+-------------------+-----------+
| | | | |
+------------------------------+--------------------+-------------------+-----------+
| Earnings per share (p)2 | 0.44 | 0.42 | -4.5% |
+------------------------------+--------------------+-------------------+-----------+
| Headline loss per share (p)2 | 0.44 | 0.42 | -4.5% |
+------------------------------+--------------------+-------------------+-----------+
| Net asset value per share | 8.91 | 9.05 | 1.6% |
| (pence)3 | | | |
+------------------------------+--------------------+-------------------+-----------+
| Net tangible asset value per | -0.01 | -0.55 | -5400.0% |
| share (pence)3 | | | |
+------------------------------+--------------------+-------------------+-----------+
| Number of shares in issue | 174 365 806 | 175 165 806 | 0.5% |
+------------------------------+--------------------+-------------------+-----------+
| Weighted average number of | 165 540 875 | 166 340 875 | 0.5% |
| shares in issue | | | |
+------------------------------+--------------------+-------------------+-----------+
Notes:
1. The "Before the acquisition" financial information is based on Kiwara's
published audited
results for the year ended 31 March 2009.
2. For the purposes of calculating earnings per share and headline earnings
per share, "After the
Acquisition", for the year ended 31 March 2009, it was
assumed that:
* The acquisition was effected from 1 April 2008;
* The purchase consideration was settled by the payment of GBP1 million and issue
of 800,000 ordinary Kiwara shares;
* Finance costs on the cash payment have been taken at 3.0% being the average rate
for the year ended 31 March 2009 receivable on cash balances;
* Notional taxation of 30% has been assumed in respect of revenue and expenditure
items; and
* An exchange rate of $1.72166/GBP, being the average exchange rate for the period
1 March 2008 to 31 March 2009, has been used in the determination of the
minority interests.
3. For the purposes of calculating the net asset value per share and
tangible net asset value per
share, "After the Acquisition", it was assumed
that:
*
* the transaction was implemented on 31 March 2009;
* The purchase consideration was settled by the payment of GBP1 million and issue
of 800,000 ordinary Kiwara shares;
* An exchange rate of $1.4213/GBP, being the closing exchange rate on 31 March
2009, has been used in the determination of the minority interests.
4. The percentage change has been calculated on rounded numbers.
5. Small related party transaction
As LM is controlled by a director of Kiwara, the acquisition is a small related
party transaction in terms of the JSE Limited ("JSE") Listings Requirements.
Kiwara has obtained a written confirmation from Moore Stephens (Jhb) Corporate
Finance (Proprietary) Limited that the terms of the transaction with LM are fair
as far as Kiwara shareholders are concerned, which confirmation has been
submitted to the JSE and which will be available for inspection at the
registered office of Kiwara at 4th Floor, 2 Cromwell Place, London SW7 2JE,
United Kingdom and 6 Pinewood Office Park, 33 Riley Road, Woodmead, Sandton
2196, South Africa for a period of 28 days from the date of this announcement.
London
16 September 2009
For further information please contact:
Kiwara Plc Tel: +44 (0)207 581 4477
Raju Samtani, Finance Director
FinnCap, London
Matthew Robinson / Ed Frisby,
Corporate Finance Tel: +44 (0) 20 7600 1658
Sasfin, Johannesburg
Leonard Eiser,
Corporate FinanceTel: +27 (0) 11 809 7511
Bishopsgate Communications Ltd
Suzanna Johnston-Walsh Tel: +44 (0)20 7562 3359
This information is provided by RNS
The company news service from the London Stock Exchange
END
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