KEATON ENERGY HOLDINGS LIMITED
On 25 September 2007 Keaton Energy Holdings Limited ("KEH"), Camden Bay Investments 64 Proprietary Limited ("Camden Bay") and Amalahle Exploration Proprietary Limited ("Amalahle") ("Parties") entered into a written shareholders agreement for the purpose (amongst others) of regulating the rights of KEH and Camden Bay as shareholders in Amalahle, which agreement was subsequently amended by an addendum to the shareholders agreement entered into between the Parties on 3 April 2008 ("Shareholders Agreement").
KEH currently has a 74% (seventy four per cent) holding of the issued ordinary share capital in Amalahle and Camden Bay holds 26% (twenty six per cent) of the issued ordinary share capital.
In terms of the Shareholders Agreement, KEH was granted an option by Camden Bay ("Exchange Option") to exchange all 26 (twenty six) ordinary shares ("Option Shares") held by Camden Bay, for the issue by KEH of a certain number of ordinary shares in the share capital of KEH ("KEH Shares") to Camden Bay.
The Parties now wish to terminate the existing Exchange Agreement and to substitute the Exchange Agreement by entering into a sale agreement in terms of which, subject to the fulfilment of certain conditions precedent (including, inter alia, approval being obtained from the board of directors of the various Parties, compliance with the JSE Listings Requirements and the relevant provisions of the Companies Act, 2008), Camden Bay sells, and KEH purchases, all of the Option Shares for a purchase consideration of R1,000,000 (one million Rand) ("Purchase Consideration") ("Sale Agreement") with effect from the date on which the conditions precedent have been met.
The cash and cash equivalents balance in KEH's separate and consolidated financial statements will decrease by the purchase consideration of R1,000,000. The purchase consideration will be funded within the group.
The investment in subsidiary relating to Amalahle will increase by R1,000,000 in
KEH's separate financial statements.
In KEH's consolidated financial statements the non-controlling interest in equity
relating to Amalahle will be reversed. The effect on profit or loss for the year ended
31 March 2015 will be a decrease in losses attributable to non-controlling interest of R451,433 and the corresponding increase in losses attributable to the owners of KEH.
The Sale Agreement is subject to the necessary approval being obtained from Camden Bay, KEH and Amalahle to enter into this Sale Agreement. As KEH is purchasing the Option Shares from Camden Bay ("Transactions") which is 40% held by Rutendo Mining Proprietary Limited ("Rutendo"), which in turn is held by the KT Trust administered by Mrs APE Sedibe (who serves as non-executive director of KEH) and her immediate family as trustees, the Transaction is deemed to be a related party transaction in terms of section 10 of the JSE Listings Requirements.
Based on the value of the Transaction it qualifies as a small related party transaction as defined in section 10.7 of the JSE Listings Requirements.
Written confirmation was received from an independent professional expert, acceptable to the JSE, that the terms of the proposed Transaction are fair as far as the shareholders of KEH are concerned.
The fairness opinion will be available for inspection, during office hours, at KEH's registered office for a period of 28 days from the date of this announcement.
Bryanston
30 June 2015
Sponsor
Investec Bank Limited
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