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EHS - Evraz Highveld Steel and Vanadium Limited - Joint announcement regarding the fulfilment of the conditions precedent to the Black Economic Empowerment transaction in respect of the Mapochs Mine Evraz Highveld Steel and Vanadium Limited (Incorporated in the Republic of South Africa) (Registration number 1960/001900/06) JSE share code: EHS ISIN: ZAE000146171 ("Evraz Highveld" or "the Company") Umnotho weSizwe Group Proprietary Limited (Incorporated in the Republic of South Africa) (Registration number 1997/014260/07) ("Umnotho weSizwe") JOINT ANNOUNCEMENT REGARDING THE FULFILMENT OF THE CONDITIONS PRECEDENT TO THE BLACK ECONOMIC EMPOWERMENT TRANSACTION IN RESPECT OF THE MAPOCHS MINE INTRODUCTION Evraz Highveld (previously Highveld Steel and Vanadium Corporation Limited) and Umnotho weSizwe ("the Parties") announced a 26% Black Economic Empowerment ("BEE") transaction in relation to the Mapochs Mine ("BEE Transaction") on 09 April 2009 and, on 31 January 2011, advised shareholders that a key condition precedent thereto, relating to the grant of conversion of its old order mining right in respect of its Mapochs Mine into a new order mining right in terms of the Mineral and Petroleum Resources Development Act 28 of 2002, had been fulfilled. FULFILMENT OF THE CONDITIONS PRECEDENT The Parties are pleased to announce that the final conditions precedent to the BEE Transaction were fulfilled by, amongst other others, the Department of Mineral Resources ("DMR") approving the transfer of the converted new order right to Mapochs Mine Proprietary Limited, and such transfer being registered in the Mineral and Petroleum Titles Registration Office. The BEE Transaction has accordingly become unconditional in accordance with its terms, and the effective date of the transfer of the Mapochs Mine into Mapochs Mine Proprietary Limited, which will be owned as to 23% by Umnotho weSizwe and as to 3% by a community trust, is anticipated to be 29 February 2012. In addition, it is being advised that as a result of Mapochs Mine becoming a subsidiary of the Company, the Company confirms that the Memorandum of Incorporation of Mapochs Mine Proprietary Limited will be amended to conform with Schedule 10 of the Listings Requirements of the JSE Limited and save as disclosed, it is confirmed that there is no other significant change affecting any matter contained in the previous announcement. ADJUSTMENT OF THE PURCHASE PRICE The BEE Transaction was concluded at a value of US$59.8 million. According to the Sale of Business Agreement, the effective date of the BEE Transaction was to be the later of 1 July 2010 and the last business day of the calendar month in which the conditions precedent were fulfilled. If the effective date of the BEE Transaction were to be later than 1 July 2010, the purchase consideration would be appropriately adjusted for all Mapochs Mine business profits distributed to Evraz Highveld from 1 July 2010 until the effective date. With the effective date of the BEE Transaction now having been determined to be 29 February 2012, the purchase price payable is subject to adjustment in accordance with the terms and conditions of the Sale of Business Agreement. The remaining terms and conditions of the BEE Transaction remain unchanged. APPLICATION OF PROCEEDS Possible uses of the proceeds of the BEE Transaction will be considered by the board of directors of Evraz Highveld in due course. PRO FORMA FINANCIAL EFFECTS Shareholders are advised that, as a result of the purchase price adjustment required in terms of the Sale of Business Agreement, there has been no significant change (ie. 3% or more) to the pro forma financial effects previously published. eMalahleni 29 February 2012 Investment bank, transaction advisor and transaction sponsor to Evraz Highveld The Standard Bank of South Africa Limited Attorneys to Evraz Highveld Webber Wentzel Sponsor to Evraz Highveld JP Morgan Attorneys to Umnotho DM5 Inc Date: 29/02/2012 17:00:05 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
