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Posting Of Circular, Salient Dates And Times Of Mandatory Offer
Palabora Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1956/002134/06)
JSE Code: PAM ISIN: ZAE000005245
Industrial Development Corporation of South Africa Limited (“IDC”)
Hebei Iron & Steel Group Co. Limited (“HBIS”)
Tewoo Group Co. Limited (“Tewoo”)
General Nice Development Limited (“General Nice”)
China-Africa Development Fund (“CADFund”)
POSTING OF CIRCULAR, SALIENT DATES AND TIMES OF MANDATORY OFFER
1. INTRODUCTION
Shareholders of Palabora Mining Company Limited (“PMC”) are referred to the announcements
by PMC on the Stock Exchange News Service (“SENS”) on 11 December 2012 and by Rio
Tinto South Africa Limited (“RTSA”) on SENS on 1 August 2013, 30 August 2013 and in the
press on 2 August 2013 and 2 September 2013, in terms of which shareholders were advised
that a consortium comprising South African and Chinese entities, namely, IDC, HBIS, Tewoo,
General Nice and CADFund (the “Consortium”) has through RTSA, acquired (directly and/or
indirectly) approximately 74,5% of the voting rights attaching to the issued ordinary shares in
PMC (“PMC Ordinary Shares”). Accordingly, RTSA is required, in terms of section 123 of the
Companies Act, No. 71 of 2008 (“Companies Act”) and in terms of the sale of shares agreement
pursuant to which the Consortium acquired such PMC Ordinary Shares, to extend a mandatory
offer to the remaining shareholders of PMC (“the Holders”) to acquire all of their PMC Ordinary
Shares (“Offer Shares”) (“the Offer”).
A combined Offer circular (“Circular”) relating to the Offer has been posted to the Holders today
i.e. Monday 16 September 2013 and is available on PMC’s website at www.palabora.co.za. The
Circular includes, inter alia, details of the Offer and a form of acceptance, surrender and
transfer.
2. THE OFFER CONSIDERATION
The consideration payable to the Holders who accept the Offer (“Offer Consideration”) is R110
per Offer Share, plus an additional amount per Offer Share equal to an escalation amount
(further details of which are provided in the Circular), being an amount of R5,95 per Offer Share,
and thus R115.95 in aggregate per Offer Share.
The Offer Consideration (including the escalation amount) is capital in nature.
3. OFFER UNCONDITIONAL
The Offer is not subject to any conditions. In addition, the Offer is not conditional upon any
minimum level of acceptances in respect of the Offer Shares.
4. OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD REGARDING THE
OFFER
a. Formation of the Independent Board
In terms of the Takeover Regulations promulgated pursuant to the Companies Act, PMC's
board of directors appointed an independent board, comprising of those PMC board
members that are regarded as independent in relation to the Offer (“Independent Board”).
b. Appointment of the Independent Expert
The Independent Board has appointed KPMG Services Proprietary Limited (“KPMG”) as
an independent expert acceptable to the Takeover Regulation Panel established in terms
of section 196 of the Companies Act (“TRP”), to provide appropriate external advice in the
form of a fair and reasonable opinion.
c. Independent Board Opinion
The Independent Board, having taken into account the opinion of KPMG regarding the
Offer, is unanimously of the opinion that the terms and conditions of the Offer are fair and
reasonable to the Holders and, accordingly, recommends that the Holders accept the
Offer.
5. SALIENT DATES AND TIMES RELATING TO THE OFFER
The important dates and times relating to the Offer (“Timetable”) are set out in the table below.
Words and expressions in the Timetable and notes thereto shall have the same meaning as
assigned to them in the Circular.
2013
Posting of Offer Circular to Holders Monday, 16 September
Opening Date of the Offer at (09:00) Tuesday, 17 September
Payment of Offer Consideration expected to commence on Wednesday, 25 September
Finalisation announcement published on SENS on Friday, 18 October
Last Day to Trade in order to be registered on the Closing Friday, 25 October
Date
Closing Date of the Offer at 12:00 Friday, 1 November
Record Date Friday, 1 November
Results of the Offer released on SENS Monday, 4 November
Results of the Offer published in the press Tuesday, 5 November
Certificated Holders who accept the Offer will have the Offer Consideration posted to them to
the registered address held at PMC’s transfer secretaries, being Computershare Investor
Services (Proprietary) Limited (“Transfer Secretaries”) by way of cheque or transferred to them
by way of electronic funds transfer within six business days of the date on which their
documents of title and the form of acceptance, surrender and transfer is received by the
Transfer Secretaries.
Dematerialised Holders who accept the Offer will have their accounts at their Central Securities
Depository Participant or broker updated and credited with the Offer Consideration by no later
than the sixth business day after the date on which the Dematerialised Holder's acceptance of
the Offer is notified to the Transfer Secretaries.
Notes:
1. The above-mentioned dates and times are South African dates and times. All references
to days are to business days.
2. The Offer is irrevocable and a Holder who has accepted the Offer may not withdraw that
acceptance.
3. No orders to dematerialise or rematerialise PMC Ordinary Shares will be processed from
the business day following the Last Day to Trade until the Closing Date. Orders will again
be processed from the first business day after the Closing Date.
4. The above dates and times are subject to amendment by RTSA and the Independent
Board with the prior approval of the TRP and the JSE Limited. Any such amendment/s will
be published in the press and released on SENS.
Johannesburg
16 September 2013
Financial advisors to the Chinese Consortium and to RTSA
Absa Member of Barclays
Barclays
Financial advisors to the IDC and to RTSA
Deutsche Bank
Legal advisor to the shareholders of RTSA and to RTSA
Edward Nathan Sonnenbergs Inc.
Legal advisors to the Chinese Consortium
Werksmans Attorneys
Financial advisor to PMC
Investec Bank
Sponsor to PMC
One Capital
Legal advisor to PMC
Webber Wentzel
Independent expert to PMC
KPMG
General
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves
about and observe any applicable requirements in those jurisdictions. This announcement has been prepared for the purposes
of complying with the Companies Act and the Companies Regulations and the information disclosed may consequently not be
the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction other than South Africa.
This announcement is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a
prospectus or a prospectus equivalent document. Holders are advised to read carefully the formal documentation in relation to
the Offer once it has been dispatched. The Offer will be made solely through the Offer Circular, which will contain the full terms
and conditions of the Offer. Any decision to accept the Offer or other response to the proposals should be made only on the
basis of the information contained in the Offer Circular.
Edward Nathan Sonnenbergs Inc., Absa Corporate and Investment Bank (a division of Absa Bank Limited), Barclays Bank PLC
and Deutsche Bank are acting exclusively for the shareholders of RTSA in connection with the Offer and for no one else and will
not be responsible to anyone other than the shareholders of RTSA for providing the protections afforded to its clients or for
providing advice in relation to the Offer. Webber Wentzel, Investec Bank and One Capital are acting exclusively for PMC in
connection with the Offer and for no one else and will not be responsible to anyone other than PMC for providing the protections
afforded to its clients or for providing advice in relation to the Offer.
Date: 16/09/2013 12:02:00 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.