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DUIKER/LONMIN PLC - ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER

Release Date: 14/02/2000 17:25
Code(s): DUK LON
Wrap Text
DUIKER MINING LIMITED
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
(REGISTRATION NUMBER 05/22288/06)
GLENCORE INTERNATIONAL AG
INCORPORATED IN SWITZERLAND
LONMIN PLC
INCORPORATED IN ENGLAND
(REGISTRATION NUMBER 103002)

ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER FOR DUIKER INTRODUCTION
FURTHER TO THE CAUTIONARY ANNOUNCEMENTS DATED 31 JANUARY 2000 AND 11 FEBRUARY 2000, DUIKER SHAREHOLDERS ARE ADVISED THAT GLENCORE COAL INVESTMENT LIMITED ("THE PURCHASER"), A WHOLLY OWNED SUBSIDIARY OF GLENCORE INTERNATIONAL AG ("GLENCORE"), HAS EXPRESSED A FIRM INTENTION TO MAKE AN OFFER ("THE PROPOSED DUIKER OFFER") TO ACQUIRE ALL OF THE SHARES IN DUIKER MINING LIMITED ("DUIKER") OTHER THAN THOSE ALREADY OWNED, DIRECTLY OR INDIRECTLY, BY GLENCORE ("THE DUIKER SHARES"). THE MAKING OF THE PROPOSED DUIKER OFFER BY THE PURCHASER IS SUBJECT TO THE SHAREHOLDERS OF LONMIN PLC ("LONMIN") GIVING AUTHORITY TO THE LONMIN BOARD OF DIRECTORS TO ACCEPT THE PROPOSED DUIKER OFFER IN RESPECT OF LONMIN'S 62,2% INTEREST IN DUIKER AND THE PROPOSED TWEEFONTEIN OFFER (DESCRIBED IN A SEPARATE ANNOUNCEMENT IN THIS PUBLICATION) IN RESPECT OF LONMIN'S 60,81% INTEREST IN TWEEFONTEIN UNITED COLLIERIES LIMITED.
THE LONMIN BOARD OF DIRECTORS HAS PROVIDED AN IRREVOCABLE UNDERTAKING TO GLENCORE TO ACCEPT THE PROPOSED DUIKER OFFER, SUBJECT TO OBTAINING THE AUTHORITY TO DO SO FROM LONMIN'S SHAREHOLDERS AT A MEETING TO BE HELD ON OR BEFORE 31 MARCH 2000. THE PROPOSED DUIKER OFFER
IN TERMS OF THE PROPOSED DUIKER OFFER SHAREHOLDERS IN DUIKER WILL RECEIVE A MINIMUM OF SAR5.75 PER DUIKER SHARE IN CASH ("THE DUIKER CONSIDERATION"), SUBJECT TO THE CONDITION PRECEDENT SET OUT BELOW. THE DUIKER CONSIDERATION WILL BE CONVERTED TO US DOLLARS AT THE SPOT RATE ON THE DAY ON WHICH THE AUTHORITY OF THE LONMIN SHAREHOLDERS, REFERRED TO ABOVE, IS OBTAINED ("THE US DOLLAR AMOUNT"). IN THE EVENT THAT THE RAND EQUIVALENT OF THE US DOLLAR AMOUNT ON THE DATE FOR PAYMENT OF THE DUIKER CONSIDERATION IS HIGHER THAN SAR5.75, SHAREHOLDERS WILL RECEIVE SUCH HIGHER AMOUNT. CONDITION PRECEDENT
THE PROPOSED DUIKER OFFER WILL BE CONDITIONAL UPON THE REQUIRED APPROVALS BEING OBTAINED IN TERMS OF THE COMPETITION ACT, 1998 IN RESPECT OF THE PROPOSED DUIKER OFFER AND THE PROPOSED TWEEFONTEIN OFFER, IF NECESSARY. FUNDING AND GUARANTEE
DEUTSCHE BANK AG HAS CONFIRMED TO THE SECURITIES REGULATION PANEL ("SRP") AND TO THE DUIKER BOARD OF DIRECTORS THAT THE PURCHASER HAS ACCESS TO SUFFICIENT RESOURCES TO FULFIL ITS OBLIGATIONS IN TERMS OF THE PROPOSED DUIKER OFFER. GLENCORE HAS GUARANTEED THE OBLIGATIONS OF THE PURCHASER UNDER THE PROPOSED DUIKER OFFER INCLUDING PAYMENT OF THE DUIKER CONSIDERATION. GLENCORE'S INTERESTS IN DUIKER
GLENCORE'S DIRECT AND INDIRECT INTERESTS IN DUIKER CURRENTLY REPRESENT 22,7% OF THE ORDINARY ISSUED SHARE CAPITAL OF DUIKER. FINANCIAL EFFECTS ON THE SHAREHOLDERS OF DUIKER
THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS ON THE VALUE OF A DUIKER SHARE TO A DUIKER SHAREHOLDER BEFORE AND AFTER THE ACCEPTANCE OF THE PROPOSED DUIKER OFFER BY DUIKER SHAREHOLDERS BASED ON THE AUDITED FINANCIAL RESULTS OF DUIKER FOR THE YEAR ENDED 30 SEPTEMBER 1999:
NOTES BEFORE AFTER INCREASE/ (DECREASE) CENTS CENTS %
MARKET VALUE 1 550 575 4,5
HEADLINE EARNINGS/ INCOME 2 51,7 66,4 28,4
NET ASSET VALUE/ CASH 3 422 575 36,3 NOTES:
1. THE MARKET VALUE PER SHARE INCLUDED IN THE "BEFORE" COLUMN IS THE RULING PRICE ON THE JOHANNESBURG STOCK EXCHANGE ("JSE") ON 11 FEBRUARY 2000, BEING THE LAST BUSINESS DAY PRIOR TO THE ISSUE OF THIS ANNOUNCEMENT. THE AMOUNT IN THE "AFTER" COLUMN IS THE DUIKER CONSIDERATION PER SHARE.
2. THE HEADLINE EARNINGS PER SHARE SHOWN IN THE "BEFORE" COLUMN IS CALCULATED ON THE HEADLINE EARNINGS DIVIDED BY THE WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE AS SHOWN IN DUIKER'S ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 1999. THE AMOUNT SHOWN FOR INCOME PER SHARE IN THE "AFTER" COLUMN HAS BEEN CALCULATED ON THE ASSUMPTION THAT THE ACQUISITION WAS EFFECTIVE ON 1 OCTOBER 1998, AND THAT THE DUIKER CONSIDERATION WAS INVESTED FOR THE PERIOD FROM 1 OCTOBER 1998 TO 30 SEPTEMBER 1999 AT AN AFTER TAX INTEREST RATE OF 11,55% (BASED ON A TAX RATE OF 30%).
3. THE NET ASSET VALUE PER SHARE SHOWN IN THE "BEFORE" COLUMN IS THE
SHAREHOLDERS' INTEREST PER SHARE AS AT 30 SEPTEMBER 1999 AT HISTORICAL COST DIVIDED BY THE NUMBER OF SHARES IN ISSUE AT 30 SEPTEMBER 1999. THE NET ASSET VALUE PER SHARE IN THE "AFTER" COLUMN IS THE DUIKER CONSIDERATION PER SHARE. PROFIT WARNING
THE ATTENTION OF DUIKER SHAREHOLDERS IS DRAWN TO THE PROFIT WARNING ISSUED BY DUIKER ON 11 FEBRUARY 2000. INDEPENDENT ADVISERS
THE BOARD OF DIRECTORS OF DUIKER HAS APPOINTED INVESTEC BANK LIMITED AS ITS INDEPENDENT ADVISER IN RESPECT OF THE PROPOSED DUIKER OFFER. IF THE PROPOSED DUIKER OFFER IS MADE, THE BOARD OF DIRECTORS OF DUIKER WILL CONSIDER THE OFFER AND INFORM THE DUIKER SHAREHOLDERS OF ITS VIEWS REGARDING THE OFFER IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS AND THE RULES OF THE SRP. DOCUMENTATION
IF THE LONMIN SHAREHOLDERS GIVE AUTHORITY TO THE DIRECTORS OF LONMIN TO ACCEPT THE PROPOSED DUIKER OFFER AND THE PROPOSED TWEEFONTEIN OFFER, A CIRCULAR, WHICH IS SUBJECT TO APPROVAL BY THE JSE AND SRP, CONTAINING FULL DETAILS OF THE PROPOSED DUIKER OFFER WILL BE POSTED TO DUIKER SHAREHOLDERS AS SOON AS PRACTICALLY POSSIBLE AFTER SUCH AUTHORITY IS GIVEN. JOHANNESBURG 14 FEBRUARY 2000 ADVISERS TO DUIKER CORPORATE ADVISERS INVESTEC BANK (REG. NO. 1969/004763/00) ATTORNEYS DENEYS REITZ ADVISERS TO LONMIN CORPORATE ADVISERS MORGAN STANLEY & CO. LIMITED (REG. NO. 2164628) ATTORNEYS WERKSMANS ADVISERS TO GLENCORE CORPORATE ADVISERS
PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PTY) LIMITED (REG. NO. 70/03711/07) ATTORNEYS BOWMAN GILFILLAN INC (REG. NO. 98/21409/21)

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