| Mon 16 Jul 2007, 17:55 | | HVL - Highveld - Increase in the consideration pay |
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HVL
HVL
HVL - Highveld - Increase in the consideration payable by Evraz to shareholders
of Highveld and recommendation by the board of Highveld to
accept the offer
Highveld Steel and Vanadium Corporation Limited
Registration no. 1960/001900/06
(Incorporated in the Republic of South Africa)
("Highveld")
Share code: HVL
ISIN code: ZAE000003422
INCREASE IN THE CONSIDERATION PAYABLE BY EVRAZ TO SHAREHOLDERS OF HIGHVELD
AND RECOMMENDATION BY THE BOARD OF HIGHVELD TO ACCEPT THE OFFER
1. Increase in the consideration
Shareholders of Highveld Steel and Vanadium Corporation Limited ("Highveld") are
referred to the announcements dated 4 June 2007 and 4 July 2007 and to the
circular posted to shareholders of Highveld dated 4 June 2007 ("circular")
relating to the offer by Evraz Group S.A. ("Evraz") to acquire the entire issued
share capital of Highveld, other than those Highveld shares currently held by
Evraz, for a consideration equal to the ZAR equivalent of US$11.40 per Highveld
share.
Evraz advises Highveld shareholders that it hereby increases the consideration
payable to Highveld shareholders in terms of the offer from the ZAR equivalent
(calculated as at the closing date in the manner explained in the circular) of
US$11.40 per Highveld share to ZAR 93 per Highveld share. The consideration
will now be a fixed ZAR amount and will no longer be based on a dollar amount.
Accordingly, all references to the conversion rate and exchange rate
calculations contained in the circular will no longer be relevant. References
in this announcement to the "offer" mean the offer made in the circular on 4
June 2007, as amended by this announcement.
Highveld shareholders who accepted the offer prior to this increase in the
consideration will receive the increased consideration of ZAR93 per Highveld
share. Settlement of the consideration to all Highveld shareholders who have
accepted or hereafter accept the offer will occur in accordance with the
circular, save that the date for settlement will now be the later of 24 July
2007 and the seventh day after their acceptance of the offer in accordance with
the circular.
The Standard Bank of South Africa Limited ("Standard Bank") has confirmed to the
Securities Regulation Panel ("SRP") that Evraz has sufficient resources
available to meet its obligations in terms of the offer. The SRP has approved
the amendments to the offer contained in this announcement.
2. Recommendation of the Board of Highveld
The Board of Highveld, through an independent committee, appointed Standard Bank
as its independent financial external adviser to advise on how the offer affects
the shareholders of Highveld. In a letter addressed by Standard Bank to the
Board of Highveld (which is attached to the Highveld Board`s response document
sent to Highveld shareholders on 19 June 2007 ("Board response")), Standard Bank
valued each Highveld share at a value of ZAR93, which could, as a result of a
range of sensitivities, be decreased to ZAR85.
The Board of Highveld confirms that, since the date of the Board response, there
have been no material changes in the information contained in the Board
response. The Board of Highveld further confirms that since Standard Bank
conducted its valuation of Highveld, the proposed sale of the Transalloys
division of Highveld has progressed. However, shareholders of Highveld are
advised that this disposal will not have a material effect on the value of your
Highveld shares.
Taking into account the abovementioned advice of Standard Bank and after due
consideration, the Board of Highveld, other than Messrs Campbell, Frolov,
Mannina and Sorokin who have recused themselves, has concluded that the
interests of Highveld shareholders would be best served by accepting the offer.
Of course, if Highveld shareholders are able to sell their shares on the market
for a higher price, then they should consider doing so.
Those directors of Highveld who hold shares in Highveld have confirmed that they
will accept the offer in respect of their Highveld shares.
The Board of Highveld, other than Messrs Campbell, Frolov, Mannina and Sorokin
who have recused themselves, having considered all statements of fact and
opinion in paragraph 2 of this announcement, accepts full responsibility for the
accuracy of such statements and certifies that, to the best of its knowledge and
belief, there are no omissions from paragraph 2 of this announcement of material
facts which would make any statements of fact or opinion contained in paragraph
2 of this announcement false or misleading.
3. General
Evraz and Highveld will shortly post to Highveld shareholders a copy of this
announcement.
The offer will close at 17h00 (South African time) on 6 August 2007, unless that
date is extended by Evraz in its sole and absolute discretion, in accordance
with the Securities Regulation Code on Takeovers and Mergers and any other
applicable laws and regulations, in which event all amended dates will be
released on the Securities Exchange News Service of the JSE Limited ("SENS") and
in the press.
Accordingly the table setting out the important dates and times in the circular
will be amended as follows -
IMPORTANT DATES AND TIMES
Record date for participating 6 August 2007
in the offer
Closing date (at 17H00 South 6 August 2007, or any later date
African time) announced by or on behalf of Evraz
Payment date The later of 24 July 2007 and the
seventh day after acceptance of the
offer
Results of offer announcement Within one business day after the
released on SENS closing date
Results of offer announcement Within two business days after the
published in the press closing date
Note:
Any changes to the above dates and times will be released on SENS and published
in the press.
16 July 2007
CONTACTS
Evraz Group S.A.
Irina Kibina Tatyana Drachuk
Vice President, Corporate Affairs Director, Media Relations
and Investor Relations Director
+7 495 232-1370
ir@evraz.com
The offer is not being made, directly or indirectly, in or into the United
States, Australia, Canada and Japan, and any jurisdiction where the offer would
or might constitute a violation of the laws of such jurisdiction ("restricted
jurisdiction"), or by use of the United States (or any restricted jurisdiction)
mails, or by any means or instrumentality (including, without limitation, the
post, facsimile transmission, telex and telephone or electronic transmission by
way of the internet or otherwise) of interstate or foreign commerce of the
United States (or any restricted jurisdiction), or of any facility of a
securities exchange of the United States (or any restricted jurisdiction). The
offer cannot be accepted by any such use, means or instrumentality or from
within the United States (or any restricted jurisdiction). No US person (or any
person resident or located within a restricted jurisdiction), and no person
acting for the account or benefit of any US person (or any person resident or
located within a restricted jurisdiction) shall be permitted to accept the
offer. This communication is not an extension of the offer in the United States
(or any restricted jurisdiction).
Attorneys to Evraz Group S.A
Werksmans Attorneys
Corporate law advisors to Highveld Steel and Vanadium Corporation Limited
Tabacks Corporate Law Advisors
Sponsor to Highveld Steel and Vanadium Corporation Limited
J.P.Morgan Equities Limited
Date: 16/07/2007 17:55:01 Produced by the JSE SENS Department.
