20 December 2011
- IntroductionIn September 2010, a circular was sent to shareholders relating to the equity and debt financing of Sephaku Holdings` Cement Project and the restructuring of the Sephaku Holdings group of companies (“Sephaku Group” or “the Group”) through the disposal of all of its mineral rights, except those relating to cement and fluorspar, to Incubex Limited (“Incubex”), subject to the approval of the Department of Mineral Resources, and the distribution of all the issued shares in Incubex to shareholders as a dividend in specie.As set out in that circular and in the terms announcement dated 25 August 2010, in the interests of both existing shareholders and new investors, the board has resolved to further re-organise the assets of the Sephaku Group in order to present a more defined and focused investment opportunity to the market.
The Sephaku Group currently holds two principal assets – a 100% interest in Sephaku Fluoride and a 36% interest in Sephaku Cement – as well as a 26% interest in Africa Nickel. The board is now proposing to distribute the shares in Sephaku Fluoride to Sephaku Holdings shareholders (“the Sephaku Fluoride distribution”).
- The Sephaku Fluoride distributionSephaku Fluoride`s principal asset is the fluorspar project held by its wholly owned subsidiary, Nokeng Fluorspar (Pty) Limited (“the Nokeng Fluorspar Project”). The Nokeng Fluorspar Project will, once developed, comprise a fluorspar mine, concentrator plant and associated infrastructure and services. The Sephaku Fluoride board also intends to develop a downstream beneficiation production facility – consisting of a hydrogen fluoride plant and an aluminium fluoride plant.The board is proposing to distribute, as a dividend in specie, all of the issued shares in Sephaku Fluoride to shareholders registered as such on the Sephaku Fluoride distribution record date in the ratio of 1 Sephaku Fluoride share for every 1 Sephaku Holdings share held. The precise value of the Sephaku Fluoride shares to be distributed has not yet been determined as certain Group restructuring processes are still to be implemented.
Shareholders should note that it is the intention of the Sephaku Fluoride board, subject to the approval of the JSE Limited (“the JSE”), to list Sephaku Fluoride on the JSE within 12 months of the Sephaku Fluoride distribution.
- Conditions precedent and effective dates
The implementation of the Sephaku Fluoride distribution is conditional upon, inter alia:- the approval of all relevant regulatory bodies including the JSE; and
- shareholder approval of the resolutions relating to the Sephaku Fluoride distribution.
The effective dates for the Sephaku Fluoride distribution will be released as soon as possible.
- Shareholder approval requiredThe Sephaku Fluoride distribution is classified by the JSE as a Category 1 transaction and, accordingly, is subject to approval by shareholders.
- DocumentationA circular setting out further details of the Sephaku Fluoride distribution and containing a notice convening a general meeting to consider and vote on resolutions relating to, inter alia, the Sephaku Fluoride distribution will be posted to shareholders as soon as possible.
- Cautionary announcementShareholders are advised that, until full information can be provided relating to the financial effects of the Sephaku Fluoride distribution, and the final dates therefore are released, they should exercise caution when dealing in Sephaku Holdings shares.
20 December 2011
Pretoria
Sponsor to Sephaku Holdings
QuestCo Sponsors (Pty) Limited