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Unaudited pro forma financial effects relating to the restructure plan by Atlatsa and withdrawal of existing caution
Atlatsa Resources Corporation
(previously Anooraq Resources Corporation)
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
(TSXV/JSE share code: ATL)
(NYSE MKT share code: ATL)
(“Atlatsa” or the “Company”)
(ISIN: CA0494771029)
UNAUDITED PRO FORMA FINANCIAL EFFECTS RELATING TO THE RESTRUCTURE PLAN BY
ATLATSA AND WITHDRAWAL OF EXISTING CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
28 March 2013. Shareholders of Atlatsa Resources Corporation (“Atlatsa” or the “Company) (TSXV:
ATL; NYSE MKT: ATL; JSE: ATL) are referred to the announcements released from February 2, 2012,
to March 27, 2013 respectively, relating to the agreement of key terms in respect of a transaction to
restructure, recapitalize and refinance Atlatsa and Bokoni Platinum Holdings Proprietary Limited
(“Holdco”) and all of its subsidiaries (“the Bokoni group”) (the “Restructure Plan”), as well as the media
releases on September 27, 2012 and October 2, 2012 relating to the conclusion of the interim
implementation agreement relating to the consolidation of the Bokoni group debt and consequent
reduction in its cost of borrowing (“ phase one of the Revised Restructure Plan”).
2. UNAUDITED PRO FORMA FINANCIAL EFFECTS RELATING TO THE RESTRUCTURE PLAN
The table below sets out the unaudited pro forma financial effects of the Revised Restructure Plan on
the audited financial statements for Atlatsa for the year ended December 31, 2012. The unaudited pro
forma financial effects have been prepared for illustrative purposes only, to provide information about
how the Revised Restructure Plan might have affected the reported financial information had the
Revised Restructure Plan been undertaken on January 1, 2012 for the statement of comprehensive
income and on December 31, 2012 for the statement of financial position purposes. Due to its nature,
the pro forma financial information may not present a fair reflection of the financial position, changes in
equity, results of operations or cash flows of Atlatsa after the Revised Restructure Plan.
The directors of the Company are responsible for the compilation, contents and preparation of the
unaudited pro forma financial effects of Revised Restructure Plan. Their responsibility includes
determining that the unaudited pro forma financial effects have been properly compiled on the basis
stated, and that it is consistent with the accounting policies of Atlatsa and that the pro forma
adjustments are appropriate for the purposes of the unaudited pro forma financial effects disclosed
pursuant to the Listings Requirements of the JSE.
The unaudited pro forma financial information of Atlatsa has been prepared using the accounting
policies that comply with International Financial Reporting Standards and that are consistent with those
applied in the preparation of the audited consolidated financial statements of Atlatsa for the year ended
December 31, 2012
Before the After the
Restructuring Plan(1) Restructuring Plan(1)(2) Percentage change
(Loss)/Earnings per (0.04) 0.40 >100%
share (“EPS”) and
Headline (loss)/
earnings per share
(“HEPS”)
Diluted EPS (0.04) 0.39 >100%
(“FDEPS”) and diluted
HEPS (“FDHEPS”)
Before the After the
Restructuring Plan(1) Restructuring Plan(1)(2) Percentage change
Net (liability)/asset (0.09) 0.51 >100%
value (“NAV”) per
share
Tangible NAV (0.15) 0.49 >100%
(“NTAV”) per share
Weighted average 424,791,411 549,791,411 29.43%
shares in issue for
calculating EPS and
HEPS
Weighted average 424,791,411 554,288,473 30.48%
fully diluted shares
outstanding for
calculating FDEPS
and FDHEPS
Shares in issue for 201,888,482 554,288,473 >100%
calculating NAV and
NTAV
Loans and borrowings 434,968,189 66,668,421 84.67%
Notes:
1. The unaudited pro forma financial effects are based on the published audited annual financial
statements for Atlatsa for the year figures set out in the “Before the Restructuring Plan” column
above have been extracted from the published audited annual financial statements of Atlatsa for
the year ended December 31, 2012.
2. The following notes and assumptions are applicable to the pro forma adjustments:
(a) Derecognition of the Boikgantsho Platinum Mine Proprietary Limited (“Boikgantsho”) and
Ga-Phasha Platinum Mine Proprietary Limited (“Ga-Phasha”) mineral property interests
as a result of the disposals of mineral property interests to Rustenburg Platinum Mines
Limited, a wholly owned subsidiary of Anglo Platinum Limited (“RPM”).
(b) All “B” preference shares converted into Atlatsa Common Shares.
(c) The issue of 125,000,000 shares to RPM at R6.00 per share (US$0.71) (total proceeds
$87,900,000 (ZAR750,000,000)).
(d) The following exchange rates have been applied to convert the pro forma adjustments
resulting from the Restructure Plan: The average exchange rate for the 2012 fiscal year
of $0.122:ZAR1 for the Statement of Comprehensive Income items and the spot rate as
at December 31, 2012 of $0.1172:ZAR1 for the Statement of Financial Position items.
(e) The pro forma adjustments impact accumulated loss and non-controlling interest as a
result of the Restructuring Plan in the Statement of Financial position is as follows:
Owners of the Company Non-controlling interest
AR $ ZAR $
Capitalisation of loans - - 778,651,487 91,257,954
between Holdco and RPM
Gain/(loss) on sale of the 1,433,960,712 168,060,195 (716,696,807) (83,996,866)
two Ga-Phasha farms
Gain on sale of Boikgantsho 497,028,000 58,251,683 452,711,000 53,057,730
mineral property interest
Capital gains tax on the (25,204,200) (2,953,932) (24,215,800) (2,838,092)
disposal of the mineral
property interests
Fair value adjustment to (62,036,642) (7,270,695) - -
Phase One transaction at
September 28, 2012
including deferred tax
Deferred tax liability at 31 - - 285,447,762 33,454,478
December 2012 reversed
for fair value gain
recognised on September
28, 2012 and subsequent
adjustments for loan
between RPM & Holdco
Transaction costs (20,953,709) (2,455,775) - -
1,822,794,161 213,631,476 775,897,642 90,935,204
(f) The pro forma adjustments impacting loans and borrowings as a result of the
Restructuring Plan is as follows:
ZAR $
Capitalisation of loans between (778,651,487) (91,257,954)
Holdco and RPM
Repayment of debt to RPM from (1,700,000,000) (199,240,000)
proceeds on sale of mineral property
interests
Repayment of debt to RPM from (750,000,000) (87,900,000)
proceeds on sale of 125,000,000
shares at R6 per share
Loss on recognition of new debt facility 86,162,003 10,098,186
between RPM and Plateau Resources
Proprietary Limited (“Plateau”)
(3,142,489,484) (368,299,768)
(g) Reversal of the deferred tax liability of $33,454,478 (ZAR285,447,762) recognised as a
result of Phase One due to the capitalisation of the loans between RPM and Holdco and
deferred tax on the fair value gain adjustment between Plateau and RPM of $2,827,492
(ZAR24,125,361).
(h) Capital gains tax payable on the disposal of the mineral property interests of $5,792,024
(ZAR49,420,000).
(i) The pro forma adjustments impact owners of the company and non-controlling interest in
the Statement of Comprehensive Incomes as a result of the Restructuring Plan is as
follows:
Owners of the Company Non-controlling interest
ZAR $ ZAR $
Gain/(loss) on sale of the two 1,433,960,712 174,943,207 (716,696,807) (87,437,010)
Ga-Phasha farms
Gain on sale of Boikgantsho 497,028,000 60,637,416 452,711,000 55,230,742
mineral property interest
Capital gains tax on the (25,204,200) (3,074,912) (24,215,800) (2,954,328)
disposal of the mineral
property interests
Reversal of interest and fair (391,213,929) (47,728,099) - -
value adjustments recorded for
the 2012 year between
Plateau and RPM
Reversal of interest and fair - - 272,412,770 33,234,358
value adjustments recorded for
the 2012 year between Holdco
and RPM
Gain on settlement of debt 74,897,842 9,137,537 - -
between Plateau and RPM if
Phase One took place on
January 1, 2012
Gain on fair value of starting 232,221,377 28,331,008 - -
debt and draw downs
Reversal of deferred tax raised 191,652,026 23,381,546 (16,305,601) (1,989,283)
on fair value gains and interest
at December 31, 2012
Interest expense from January 37,954,274) (4,630,421) (15,147,466) (1,847,991)
1, 2012 to December 31, 2012
Fair Value AG8 adjustments (18,719,081) (2,283,728) - -
Previously capitalized 3,118,105 380,409 - -
commitment fees expensed
Transaction costs (20,953,709) (2,556,352) - -
1,938,832,869 236,537,611 (47,241,904) (5,763,512)
The Consolidated Debt Facility (The amendment of the Senior Term Loan Facilities Agreement dated
June 12, 2009 between Plateau as borrower, and RPM as lender to increase the total amount available
to repay the Operating Cash Shortfall Facility and redeem the A Preference Share Facility that was
outstanding in the capital of each of Plateau, Holdco and Bokoni Platinum Mines Proprietary Limited at
September 28, 2012) attracts a below market related interest rate during the initial terms. Subsequent
to initial recognition these financial liabilities are measured at amortised cost using the effective interest
method. As a result, a fair value gain on the initial recognition of the new debt is recognized (difference
between the fair value of the debt and its face value) on the assumption that a market related interest
rate is 3 month JIBAR plus 8 %.
3. CIRCULAR AND SALIENT DATES AND TIMES RELATING TO THE RESTRUCTURE
PLAN
A circular containing full details of the Restructure Plan and incorporating a notice of general meeting of
Atlatsa shareholders will be posted to shareholders, in due course. A Reporting Accountants report on
the pro forma financial effects will be included in the circular.
In addition, a further announcement regarding the salient dates and times relating to the implementation
of the Restructure Plan will be announced to shareholders in due course.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Atlatsa shareholders are referred to the cautionary announcements released by the Company on SENS
on February 2, 2012, May 3, 2012, June 14, 2012, July 27, 2012, September 7, 2012, October 22,
2012, December 3, 2012, January 18, 2013,March 1, 2013 and March 27, 2013 respectively, and are
advised that as the pro forma financial effects of the Restructure plan have now been published,
shareholders need not continue to exercise caution when dealing in Atlatsa’s securities.
Johannesburg
28 March 2013
JSE Sponsor
Macquarie First South Capital
For further information:
On behalf of Atlatsa Resources Russell and Associates Macquarie First South Capital
Joel Kesler, Chief Commercial Officer Charmane Russell Annerie Britz / Yvette Labuschagne
Office: +27 11 779 6800 Office: +27 11 880 3924 Office: +27 11 583 2000
Mobile: +27 82 454 5556 Mobile: +27 82 3725816
Date: 02/04/2013 07:23:00 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.
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