Acquisition of Interest in Kalumbila Minerals Ltd

 

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: [phone] 
Raju Samtani, Finance Director 
 
 
FinnCap, London 
Matthew Robinson / Ed Frisby, 
Corporate Finance Tel: [phone] 
 
 
Sasfin, Johannesburg 
Leonard Eiser, 
Corporate FinanceTel: [phone] 
 
 
Bishopsgate Communications Ltd 
Suzanna Johnston-Walsh Tel: [phone] 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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