Wrap Text
Mimosa Agrees Indigenisation Implementation Plan
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
MIMOSA AGREES INDIGENISATION IMPLEMENTATION PLAN
Aquarius Platinum Limited (“Aquarius”) is pleased to advise that
Mimosa Investment Holdings (“Mimosa Investments”), which is held
jointly in a 50:50 partnership with Impala Platinum Holdings
Limited, has concluded a term sheet in respect of a proposed
indigenisation implementation plan (“IIP”) with the Government of
Zimbabwe, as represented by the Ministry of Youth Development,
Indigenisation and Empowerment.
The term sheet, which was signed today, 14 December 2012, provides
for the key terms, subject to certain conditions precedent, of the
sale by Mimosa Investments of an aggregate 51% equity ownership of
Mimosa Holdings (Private) Limited (“Mimosa Holdings”), the wholly
owned operating subsidiary of Mimosa Investments which owns and
manages the Mimosa mine, to select indigenous entities as
described below.
The sale consideration for the 51% of Mimosa Holdings to the
indigenous parties is US$550 million (50% attributable to
Aquarius), based on an agreed fair market value for Mimosa
Holdings of US$1.078 billion.
Mimosa Investments will provide a vendor loan funding mechanism to
facilitate the transaction which has a term of ten years. This
loan will bear interest at a rate of 9% annually and will be
settled through the waiver of the right to receive 90% of
dividends due to the indigenous entities in favour of Mimosa
Investments. Any loan balance outstanding at the end of the ten-
year period will be payable in cash.
The parties acknowledge that the existing arrangement in terms of
which Mimosa Investment provides management and technical services
to Mimosa will continue. The terms of the Mimosa Holdings
Shareholder Agreement to be executed by all parties will reflect
the exclusive appointment of Mimosa Investments to continue to
manage Mimosa and the terms and conditions of such management.
In terms of the IIP, the 51% interest in Mimosa Holdings will be
sold as follows:
- 10% to the Zvishavane Community Share Ownership Trust
(“Community Trust”). This is the community in which the Mimosa
mine is located.
- 10% to an employee share ownership trust to be established for
the benefit of all permanent indigenous employees.
- 31% to the National Indigenisation & Economic Empowerment Fund
(“NIEEF”).
In accordance with the terms of the Community Trust Deed, Mimosa
will contribute an amount of US$10 million in aggregate over a
period of three years as part of Mimosa's Corporate Social
Investment in Zimbabwe. To date, a total of US$3 million has been
paid to the Community Trust.
In the event of future funding being required, such funding shall
be made by all parties. To the extent that shareholders cannot or
do not comply with their funding obligations, Mimosa Investments
may fund any shortfall which may lead to dilution.
The conditions precedent to the transaction include, inter alia,
that:
- Mimosa Investments and the indigenous entities conclude
definitive transaction agreements;
- The parties are granted all necessary certifications, approvals
and authorisations required in law to confirm the IIP’s compliance
with Zimbabwean law for the duration of the period of the IIP;
- The parties obtain all regulatory approvals necessary; and
- Mimosa Investments and its shareholders obtain Board approval as
well as approvals of their shareholders, to the extent required.
The parties have committed to co-operate to fulfil the conditions
precedent by 31 March 2013, and to the extent that obtaining
regulatory approvals necessitate an extension, the parties will
agree to such extension.
The Honorable Saviour Kasukuwere, Minister of Youth Development,
Indigenisation and Empowerment, noted: “The negotiations around
the indigenisation plan for Mimosa Investments were cordial and
frank. I am pleased to say that Mimosa Investment’s indigenisation
plan reflects the spirit and letter of Zimbabwean law and signals
that we welcome Aquarius as an investor to Zimbabwe.”
Jean Nel, Chief Executive Officer of Aquarius, commented,
“Although the negotiations have taken some time, the final plan
represents a significant mile stone for Aquarius and Mimosa as we
work towards full compliance with the law and regulations in
Zimbabwe. The indigenisation plan, once implemented, will offer
Mimosa security of tenure and is a true reflection of the worth of
our investment in Mimosa Investments, a valuable asset and one of
the lowest cost producers in the PGM sector globally. A
particularly pleasing aspect of the plan is that it includes an
employee share ownership trust as well as a community trust, so as
to ensure all stakeholders benefit from the continued operation of
Mimosa. Mimosa’s relationships with the Government of Zimbabwe,
its employees and communities have been fundamental to its success
in the past and will remain important in the future.”
For further information please contact:
Jean Nel – Chief Executive Officer: +27 12 001 2001
Willi Boehm – Company Secretary: +61 89 367 5211
or visit:
www.aquariusplatinum.com
14 December 2012
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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