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AMS - Anglo Platinum - Terms Of The Rights Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE UNITED KINGDOM, CANADA
OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
UNLAWFUL.
Anglo Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022452/06)
Share code: AMS & ISIN: ZAE000013181
("Anglo Platinum" or "the Company")
TERMS OF THE RIGHTS OFFER
1. Introduction
In conjunction with the release of its annual results for the year ended 31
December 2009, Anglo Platinum announced the raising of R12.5 billion by way of
an underwritten rights offer of 24,891,473 new ordinary shares of 10 cents
each("Rights Offer Shares") to qualifying Anglo Platinum ordinary shareholders
and Anglo Platinum `A` ordinary shareholders and their renouncees, that are
eligible to participate ("Shareholders"), at a subscription price of R502.18 per
Rights Offer Share ("Subscription Price") in the ratio of 10.3823 rights for
every 100 Anglo Platinum ordinary shares ("Ordinary Shares") or Anglo Platinum
`A` ordinary shares (collectively "shares") held on the record date (the "Rights
Offer").
2. Rationale for the Rights Offer
The board of Anglo Platinum (the "Board") has considered its current level of
debt. It believes that raising additional equity through the Rights Offer will
provide the Company with a more balanced capital structure, enabling it to focus
on:
* extracting value from its existing operations through cost and
productivity improvements; and
* optimising its premium portfolio of assets and growth projects
through disciplined investment.
Dividend payments will be resumed when the market conditions and the operating
environment permit.
The proceeds from the Rights Offer will be used to repay debt. As at 31 December
2009, Anglo Platinum had gross debt of R22.8 billion, of which R20.1 billion was
outstanding under facilities provided by the Anglo American group and R2.7
billion outstanding under facilities provided by banks.
Following the Rights Offer, pro forma net debt as at 31 December 2009 will be
R6.8 billion.
3. Terms of the Rights Offer
In terms of the Rights Offer, 24,891,473 Rights Offer Shares will be offered to
Shareholders at a Subscription Price of R502.18 per Rights Offer Share, on the
basis of 10.3823 Rights Offer Shares for every 100 Shares held on the record
date of the Rights Offer, being Friday, 5 March 2010 ("Record Date").
The Subscription Price is at a discount of 26.90% to the volume weighted average
price of Anglo Platinum on 5 February 2010 of R686.96 and a 25% discount to the
theoretical ex-rights price of R669.58 based on the VWAP on 5 February 2010.
Shareholders are invited to apply for additional Rights Offer Shares over and
above their entitlement.
Should there be excess Rights Offer Shares available, the pool of such excess
Rights Offer Shares will be allocated equitably between the Shareholders, taking
cognisance of the number of Shares held by the Shareholder as at the Record Date
for the Rights Offer, including those taken up as a result of the Rights Offer,
and the number of excess Rights Offer Shares applied for by such Shareholder.
The Rights Offer Shares issued will rank pari passu with the existing issued
Ordinary Shares.
4. Undertaking and underwriting
Anglo Platinum has procured an undertaking from Anglo South Africa Capital
(Proprietary) Limited ("ASAC"), to follow all of its rights in relation to
188,813,923 Ordinary Shares, which represent approximately 78.75% (79.72%
excluding treasury shares) of the Shares (the "Undertaking").
In addition to the Undertaking, ASAC will underwrite the remaining 5,288,275
Rights Offer Shares, being the balance of the Rights Offer not covered by the
Undertaking (c. 21.25%) or not subscribed for and/or taken up by excess
applications, for a fee of 2.5% (the "Underwriting").
Both the Undertaking and the Underwriting remain subject to certain customary
conditions which could result in termination including in the case of a material
adverse change or the occurrence of a breach of representations, warranties or
undertakings.
The Underwriting and Undertaking arrangements are subject to the JSE approving
the Underwriting Agreement between Anglo Platinum and ASAC.
5. Minimum subscription
The Rights Offer is not subject to a minimum subscription being achieved and is
not conditional on the Underwriting or the Undertaking from ASAC becoming
unconditional. In the event of the Undertaking or the Underwriting not becoming
unconditional, the procedures relating to the Rights Offer will not be affected.
6. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the Rights
Offer on the audited results for the year ended 31 December 2009. The unaudited
pro forma income statement and balance sheet, which are the responsibility of
the directors of Anglo Platinum, have been prepared for illustrative purposes
only and, because of their nature, may not fairly present, Anglo Platinum`s
financial position, changes in equity and results of operations or cash flows.
The unaudited pro forma financial information is intended to provide information
about how the Rights Offer may have affected the income statement and balance
sheet of Anglo Platinum for the year ended 31 December 2009, had the Rights
Offer been effected on 1 January 2009 for the income statement effects and on
31 December 2009 for the balance sheet effects.
Before the Adjustment for After the
Rights Offer1 Rights Offer Rights Offer2
31 December 31 December
2009 2009
EPS (cents) 1 269 (22) 1 247
Diluted EPS (cents) 1 266 (22) 1 244
HEPS (cents) 298 70 368
Diluted HEPS (cents) 297 70 367
Number of Ordinary Shares
in issue (million) 236.8 24.9 261.7
Weighted average number
of Ordinary Shares
in issue (million) 236.9 24.9 261.8
NAV per Ordinary Share
(Rand) 138 34 172
TNAV per Ordinary Share
(Rand) 138 34 172
Notes:
1. The "Before" column is based on Anglo Platinum`s published audited results
for the year ended 31 December 2009.
2. The "After" column has been adjusted for the issue of the Rights Offer
Shares.
3. The financial effects are calculated on the assumptions that:
a. all Shareholders follow their rights and Anglo Platinum raises R12.5 billion
through the issue of 24,891,473 Ordinary Shares;
b. the cash proceeds of the Rights Offer have been received and the Rights Offer
Shares issued on 1 January 2009 for purposes of the income statement;
c. the proceeds from the Rights Offer are utilised to repay debt at the
estimated weighted average rate of interest. This interest saving is expected to
have a continuing impact on the earnings of the Anglo Platinum Group;
d. the impact of the reduction of interest due to the repayment of borrowings on
1 January 2009 on the income statement is much lower than the overall interest
saving. This is due to that fact that all of the interest on borrowings would
have qualified for capitalisation;
e. the adjustments to earnings are stated after charging tax at the statutory
rate of 28%;
f. the transaction costs of the Rights Offer of R81 million have been offset
against the cash proceeds received and have been applied to reduce Ordinary
Share premium. This is not expected to have a continuing impact on the Anglo
Platinum Group; and
g. the cash proceeds of the Rights Offer have been received and the Rights Offer
Shares issued on 31 December 2009 for purposes of calculating the impact on the
balance sheet.
4. Accounting policies have been applied on the same basis as adopted by Anglo
Platinum in the preparation of its Annual Financial Statements.
7. Conditions precedent
The implementation of the Rights Offer is subject to the following conditions
precedent being fulfilled before Friday, 19 February 2010:
* approval being obtained from the JSE Limited ("JSE") for the
Rights Offer Circular;
* approval being obtained from the JSE for the listing of the
Letters of Allocation and the Rights Offer Shares; and
* the necessary approvals and registrations being obtained for the
Rights Offer circular and form of instruction from the Companies
and Intellectual Property Registration Office of South Africa.
8. Salient dates and times
The salient dates and times in respect of the Rights Offer are set out below:
2010
Last day to trade in Shares in order to Friday, 26 February
settle trades by the Record Date and to
qualify to participate in the Rights Offer
(cum rights) on
Listing and trading of letters of Monday, 1 March
allocation on the JSE while Shares trade
ex-rights which trade commences at 09:00
on
Record date for purposes of determining Friday, 5 March
Shareholders entitled to participate in
the Rights Offer at the close of business
on
Rights Offer circular posted to Monday, 8 March
Shareholders on
Rights Offer opens at 09:00 on Monday, 8 March
Dematerialised Shareholders will have Monday, 8 March
their accounts at their CSDP or broker
automatically credited with their letters
of allocation on
Certificated Shareholders will have their Monday, 8 March
letters of allocation credited to an
electronic register at the transfer
secretaries on
Last day for non-residents to provide Tuesday, 16 March
proof that they are qualifying
Shareholders in order to avoid sale of
their Rights Offer entitlement on
Last day to trade in letters of allocation Thursday, 18 March
in order to settle trades by the close of
the Rights Offer and participate in the
Rights Offer at the close of business on
Listing of the maximum number and trading Friday, 19 March
of Rights Offer Shares on the JSE
commences at 09:00 on
Record date for letters of allocation Friday, 26 March
Rights Offer closes at 12:00 and payment Friday, 26 March
to be made and forms of instruction lodged
by certificated Shareholders with the
transfer secretaries by 12:00 on
CSDP/Broker accounts credited with Rights Monday, 29 March
Offer Shares and debited with any payments
due in respect of dematerialised Rights
Offer Shares on
Rights Offer Share certificates posted to Monday, 29 March
certificated Shareholders, on or about
Results of Rights Offer and basis of Monday, 29 March
allocations of excess Rights Offer Shares
released on SENS on
Results of Rights Offer and basis of Tuesday, 30 March
allocations of excess Rights Offer Shares
published in the press on
CSDP/Broker accounts credited with excess Wednesday, 31 March
Rights Offer Shares and debited with any
payments due in respect of dematerialised
excess Rights Offer Shares on
Excess Rights Offer Share certificates Wednesday, 31 March
posted to certificated Shareholders on or
about
Refund cheques posted to certificated Wednesday, 31 March
Shareholders in respect of excess
applications, if applicable, on or about
Notes:
1. All times referred to in this announcement are local times in South Africa.
2. Dematerialised Shareholders are required to inform their CSDP or broker of
their instructions in terms of the Rights Offer in the manner and time
stipulated in the agreement governing the relationship between the Shareholder
and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 1 March 2010 and Friday, 5 March 2010, both days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated Shareholders will have
their rights credited to an account at Computershare Nominees.
5. CSDPs effect payment in respect of dematerialised Shareholders on a delivery
versus payment method.
9. Jurisdiction
The distribution of this announcement and the Rights Offer circular, the Rights
Offer, the form of instruction and the transfer of the Rights Offer Shares
and/or the rights to subscribe for the Rights Offer Shares in jurisdictions
other than South Africa may be restricted by law. It is the responsibility of
any person outside South Africa (including, without limitation, nominees, agents
and trustees for such persons) receiving the Rights Offer circular and wishing
to take up rights under the Rights Offer, to satisfy himself as to full
observance of the applicable laws of any relevant territory, including obtaining
any requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such
territories. Any failure to comply with any of those restrictions may constitute
a violation of the laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities in the United States. The securities
have not been and will not be registered under the US Securities Act of 1933
(the "Securities Act") or the securities laws of any state or any other
jurisdiction of the United States. Consequently, they may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. There will be no public offer
of securities in the United States.
10. Posting of Rights Offer circular
Shareholders are advised that a circular containing full details of the terms of
the Rights Offer and a form of instruction in respect of a letter of allocation
will be posted to all Shareholders recorded in the register on the Record Date
for the Rights Offer on or about Monday, 8 March 2010.
11. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer will
be released on SENS on Friday, 19 February 2010 and published in the South
African press on Monday, 22 February 2010.
8 February 2010
Merchant bank and transaction sponsor
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Legal advisor to the Company
DENEYS REITZ ATTORNEYS
Legal advisor to the Underwriter
Webber Wentzel Attorneys
Sponsor
Merrill Lynch
A subsidiary of Bank of America Corporation
Reporting accountants
Deloitte & Touche
Registered Auditors
Date: 08/02/2010 09:10:26 Supplied by www.sharenet.co.za
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