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SALE BY EAST DAGGA OF ITS GOLD SLIMES MATERIAL TO ANGLOGOLD

Release Date: 10/09/1998 17:08
Code(s): EDG ANG
Wrap Text
EAST DAGGAFONTEIN MINES LIMITED
(REGISTRATION NUMBER 80/01395/06)
("EAST DAGGA")
ANGLOGOLD LIMITED
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")

SALE BY EAST DAGGA OF ITS GOLD SLIMES MATERIAL TO ANGLOGOLD AND THE ASSOCIATED CANCELLATION OF THE PROCESSING AGREEMENT WITH ANGLOGOLD. THE REDUCTION OF EAST DAGGA'S DEBENTURE PREMIUM THROUGH THE DISTRIBUTION OF ANGLOGOLD SHARES TO EAST DAGGA'S LINKED UNIT HOLDERS.
INFORMATION PERTAINING TO BOTH EAST DAGGA LINKED UNIT HOLDERS AND ANGLOGOLD SHAREHOLDERS 1. INTRODUCTION
EAST DAGGA AND ANGLOGOLD HAVE AGREED IN PRINCIPLE, SUBJECT TO CERTAIN
CONDITIONS PRECEDENT, FOR EAST DAGGA TO SELL ITS GOLD SLIMES MATERIAL AND SURFACE RIGHTS ON THE EAST RAND TO ANGLOGOLD AND TO CANCEL THE ASSOCIATED PROCESSING AGREEMENT WITH ANGLOGOLD ("THE TRANSACTION"). THE SALE SPECIFICALLY EXCLUDES PLATINUM REVENUES IN TERMS OF THE AGREEMENT BETWEEN IMPALA PLATINUM HOLDINGS LIMITED AND ANGLOGOLD ON SLIMES DAM 6L13. THE TRANSACTION WILL BE EFFECTIVE FROM 1 JULY 1998. 2. RATIONALE FOR THE DISPOSAL 2.1 EAST DAGGA
IN EAST DAGGA'S LATEST ANNUAL REPORT, SHAREHOLDERS WERE ADVISED THAT THE LIFE OF EAST DAGGA'S GOLD RECOVERY OPERATIONS WAS ESTIMATED TO BE SOME FIVE YEARS. IN TERMS OF THE PROPOSED TRANSACTION, LINKED UNIT HOLDERS WILL BE OBTAINING AN INTEREST IN ANGLOGOLD'S GOLD OPERATIONS, SOME OF WHICH HAVE REMAINING LIVES IN EXCESS OF THIRTY YEARS. THIS WILL REALISE FULL VALUE FOR EAST DAGGA LINKED UNIT HOLDERS, WHILE THE DIVERSITY OF ANGLOGOLD'S PORTFOLIO OF MINES, WHICH INCLUDES BOTH UNDERGROUND AND OPEN-PIT MINING AND A SIGNIFICANT EXPOSURE TO NON-SOUTH AFRICAN OPERATIONS, SHOULD REDUCE SHAREHOLDERS' RISK PROFILE. IN THE CURRENT UNCERTAIN ECONOMIC ENVIRONMENT, BOTH THE LIFE EXTENSION AND RISK DIVERSIFICATION CAN BE REGARDED AS BENEFICIAL. 2.2 ANGLOGOLD
THE TRANSACTION ALLOWS ANGLOGOLD TO EXERCISE FULL CONTROL OVER ALL RESOURCES AVAILABLE FOR PROCESSING AT ITS ERGO OPERATIONS, THEREBY ENABLING INCREASED PLANT RESOURCE ALLOCATION FLEXIBILITY. JUST OVER 60 MILLION TONS OF MATERIAL WILL BE PROCESSED FOR ANGLOGOLD'S ACCOUNT AS A RESULT OF THE PURCHASE, YIELDING APPROXIMATELY 353 000 OUNCES AT A CASH COST OF R1 295 OR $210 PER OUNCE. THE PURCHASE PRICE AMOUNTS TO R290 PER RECOVERABLE OUNCE OR $47 PER OUNCE AT AN EXCHANGE RATE OF R6,15 TO THE US DOLLAR. 3. TERMS OF THE TRANSACTION
THE AGGREGATE CONSIDERATION PAYABLE BY ANGLOGOLD TO EAST DAGGA IN RESPECT OF THE TRANSACTION IS R106 MILLION. THE PURCHASE CONSIDERATION WILL BE 420 947 ANGLOGOLD SHARES, AT R251,81 PER SHARE, BEING THE AVERAGE CLOSING PRICE FOR THE THIRTY TRADING DAYS ENDING 2 SEPTEMBER 1998.
AS A RESULT OF THE FORMATION OF ANGLOGOLD, A WHOLLY-OWNED SUBSIDIARY, WESTERN ULTRA DEEP LEVELS LIMITED, OWNS SHARES IN ANGLOGOLD AND THE TRANSACTION WILL BE STRUCTURED SO THAT A PORTION OF THESE SHARES WILL BE USED TO SATISFY THE PURCHASE CONSIDERATION. 4. CONDITIONS PRECEDENT
PURSUANT TO THE REQUIREMENTS OF SECTION 228 OF THE COMPANIES ACT AND THE LISTING REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE ("THE JSE"), THE TRANSACTION IS SUBJECT TO THE APPROVAL OF EAST DAGGA'S LINKED UNIT HOLDERS IN GENERAL MEETING. IN ADDITION, APPROVAL IS REQUIRED FROM REGULATORY BODIES, INCLUDING THE JSE AND THE SECURITIES REGULATION PANEL.
INFORMATION PERTAINING TO EAST DAGGA LINKED UNIT HOLDERS
5. DISTRIBUTION OF ANGLOGOLD SHARES TO EAST DAGGA LINKED UNIT HOLDERS
SUBJECT TO THE TRANSACTION BEING CONCLUDED, EAST DAGGA WILL, BY MEANS OF A REDUCTION OF DEBENTURE PREMIUM, DISTRIBUTE THE 420 947 ANGLOGOLD SHARES TO THE EAST DAGGA LINKED UNIT HOLDERS ("THE DISTRIBUTION"). IN TERMS OF THE
DISTRIBUTION, A HOLDER OF 100 LINKED UNITS IN EAST DAGGA WILL RECEIVE 2,3694 ANGLOGOLD SHARES. 6. FINANCIAL EFFECTS ON EAST DAGGA
THE PROFORMA FINANCIAL EFFECTS OF THE TRANSACTION ON THE EARNINGS AND NET ASSET VALUE PER SHARE OF EAST DAGGA FOR THE YEAR ENDED 31 MARCH 1998 ARE SET OUT IN THE TABLE BELOW:
BEFORE THE AFTER THE %
TRANSACTION TRANSACTION DECREASE HEADLINE EARNINGS PER LINKED UNIT
HOLDER (CENTS) 8,73 2,08 -76,17 DEBENTURE INTEREST PER LINKED UNIT
HOLDER (CENTS) 170,00 61,58 -63,78 NET ASSET VALUE PER SHARE (CENTS) 317,13 192,88 -39,18 NOTES:
1. THE PROFORMA CALCULATION ASSUMES THAT THE TRANSACTION WAS EFFECTIVE ON 1 APRIL 1997 AT WHICH TIME THE PURCHASE CONSIDERATION, BEING 420 947 ANGLOGOLD SHARES, IS DISTRIBUTED TO SHAREHOLDERS AS A REDUCTION IN DEBENTURE PREMIUM BY THE VALUE OF R106 MILLION.
2. PRO FORMA REVENUE AFTER THE TRANSACTION IS DERIVED PREDOMINANTLY FROM PLATINUM DUMP REVENUE ASSOCIATED WITH 6L13 AND INTEREST ON CASH BALANCES. 3. PROFORMA DEBENTURE INTEREST PER LINKED UNIT AFTER THE TRANSACTION REPRESENTS A PAYMENT OF R10,9 MILLION (EQUIVALENT TO 18,17%) ON THE RESIDUAL DEBENTURE PREMIUM OF R60,2 MILLION.
4. THE PROFORMA CALCULATION OF THE HEADLINE EARNINGS PER SHARE AFTER THE TRANSACTION INCORPORATES THE DEBENTURE INTEREST PAYMENT REFERRED TO IN 3 ABOVE. 7. PROSPECTS FOR EAST DAGGA AFTER THE TRANSACTION
THE FOCUS OF EAST DAGGA'S BUSINESS AFTER THE TRANSACTION WILL SHIFT TO EXPLORATION AND OTHER APPROPRIATE BUSINESS OPPORTUNITIES. THIS WILL BE FUNDED BY THE INCOME DERIVED FROM EAST DAGGA'S 33 PER CENT SHARE OF PLATINUM SLIMES DAM 6L13, AND CASH CURRENTLY ON HAND OF APPROXIMATELY R22 MILLION. CURRENT EXPLORATION CONTRACTS INCLUDE THE SERRATA GOLD PROJECT IN SPAIN AND THE KAMATIVI TIN AND TANTALUM DUMP IN ZIMBABWE. IN ADDITION, EAST DAGGA HAS A 35 PER CENT RIGHT IN A PROJECT WHICH HAS DEVELOPED A BINDING MEDIUM CAPABLE OF PRODUCING BRIQUETTES FROM MINERAL AND METAL FINES. 8. CHANGE OF LISTING
SUBSEQUENT TO THE COMPLETION OF THE TRANSACTION, EAST DAGGA WILL CONSIDER APPLYING TO THE LISTINGS DIVISION OF THE JSE TO HAVE ITS LISTING TRANSFERRED FROM THE GOLD MINING SECTOR (RAND AND OTHERS) TO THE FINANCIAL (MINING EXPLORATION) SECTOR. 9. BOARD RECOMMENDATION
THE BOARD OF EAST DAGGA IS OF THE OPINION THAT THE PROPOSED TRANSACTION IS FAIR TO EAST DAGGA LINKED UNIT HOLDERS AND RECOMMENDS THAT LINKED UNIT HOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS NECESSARY TO IMPLEMENT THE PROPOSED TRANSACTION. 10. CIRCULAR AND GENERAL MEETING
A CIRCULAR SETTING OUT THE FULL TERMS OF THE TRANSACTION INCLUDING A NOTICE CONVENING A GENERAL MEETING OF EAST DAGGA LINKED UNIT HOLDERS, THE DISTRIBUTION MECHANISM AND TRANSACTION TIMETABLE, WILL BE DESPATCHED TO EAST DAGGA LINKED UNIT HOLDERS ON OR ABOUT FRIDAY, 9 OCTOBER 1998. JOHANNESBURG 11 SEPTEMBER 1998 CORPORATE ADVISER TO EAST DAGGA FLEMING MARTIN SA LIMITED REGISTRATION NUMBER 95/11812/06 ATTORNEYS TO EAST DAGGA C D & T CLIFFE DEKKER & TODD INC. REG. NO. 93/01524/21 AUDITORS TO EAST DAGGA PRICEWATERHOUSECOOPERS INC. (REGISTRATION NUMBER 98/12055/21) SPONSORING BROKER TO EAST DAGGA INVESTEC SECURITIES LIMITED INCORPORATING FERGUSSON BROS. MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 72/08905/06 ADVISER TO ANGLOGOLD WARBURG DILLON READ (SOUTH AFRICA) (PTY) LTD (REGISTRATION NUMBER 94/08363/07) SUBSIDIARY OF UBS AG JOINT SPONSORING BROKERS TO ANGLOGOLD
WARBURG DILLON READ SECURITIES (SOUTH AFRICA) (PTY) LTD (REGISTRATION NUMBER 95/11140/07) SUBSIDIARY OF UBS AG MEMBER OF THE JOHANNESBURG STOCK EXCHANGE MERRILL LYNCH SMITH BORKUM HARE(PTY) LTD MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 95/01805/07