| Thu 31 Jan 2008, 9:40 | | MVL /NHM / AMS /AGL - Mvela Resources - Northam -Anglo Platinum - Anglo American |
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AGL AMS NHM MVL
ANAAL ANANP MVL NHM
MVL /NHM / AMS /AGL - Mvela Resources - Northam -Anglo Platinum - Anglo American
- Joint Updated Transaction Announcement
MVELAPHANDA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
(ISIN: ZAE000050266)
(Share code: MVL)
("Mvela Resources")
NORTHAM PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1977/003282/06)
(ISIN: ZAE000030912)
(Share code: NHM)
("Northam")
ANGLO PLATINUM LIMITED (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/022452/06)
(ISIN: ZAE000013181)
(Share code: AMS)
("Anglo Platinum")
MVELAPHANDA HOLDINGS (PTY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/021524/07)
("Mvela Holdings")
ANGLO AMERICAN PLC
(Incorporated in the United Kingdom)
(Registration number 3564138)
(ISIN: GB00B1XZS820)
(Share code: AGL)
("Anglo American")
AFRIPALM RESOURCES (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/011933/07)
("Afripalm Resources")
JOINT UPDATED TRANSACTION ANNOUNCEMENT
1. Introduction and Transaction update
Shareholders of Anglo Platinum, Mvela Resources and Northam ("the parties") are
referred to the joint announcement published by the parties on 4 September 2007
regarding:
- the proposed acquisition by Mvela Resources of Anglo Platinum`s entire
interest (comprising 53.1 million shares, being 22.3% of the issued share
capital) in Northam and Anglo Platinum`s 50% effective interest in the
Booysendal Platinum Project ("Booysendal") for a total cash consideration of R4
billion;
- the proposed subsequent acquisition by Northam of 100% of Booysendal; and
- a specific issue of ordinary shares by Mvela Resources to Afripalm
Resources
(collectively, "the Transaction").
The parties advised on 7 November 2007 that, due to the complexity of the
Transaction, the circulars to Mvela Resources and Northam shareholders were
expected to be posted during January 2008. As more fully described below, the
proposed Transaction terms have been amended. Accordingly, the circulars to
Mvela Resources and Northam shareholders are expected to be posted during March
2008.
The confirmatory due diligence process has been completed and the principles of
the key Transaction agreements have been finalised. The requisite approval
from the Competition Tribunal has been received for the increase in Mvela
Resources` stake in Northam and for the acquisition by Northam of Booysendal.
To the extent the amendments to the Transaction referred to below require a
further competition authority approval, this will be sought.
The implementation of the Transaction remains subject to the fulfilment or,
where appropriate, waiver of the following remaining conditions precedent:
- conclusion of all the requisite agreements;
- approval by the remaining relevant regulatory authorities and other third
parties; and
- approval by shareholders, where required, in general meetings.
2. Amendment to Transaction terms
The acquisition by Mvela Resources of Anglo Platinum`s effective 50% interest
in Booysendal and the subsequent disposal of Mvela Resources` 100% interest in
Booysendal to Northam was based on the assumption that Booysendal comprised a
Mineral Resource of 112 million oz 4PGE (4PGE being platinum,
palladium, rhodium and gold), subject to the completion of confirmatory due
diligences.
The far southern extent of the Eastern Limb of the Bushveld Complex (where the
southern end of Booysendal is located) is known to be structurally and
geologically more complex than the northern extent. This is related to the
relatively shallow presence of Transvaal Supergroup rocks that have affected
the structure and mineralisation of the Merensky and UG2 reefs, possibly
contributing to challenging mining conditions in certain areas. An independent
due diligence study on Booysendal commissioned by Northam, which assumed a
higher geological loss due to these factors in the southern area, ascribed some
94 million oz 4PGE of Mineral Resource to the Booysendal property.
Consequently the basis upon which value was determined by Anglo Platinum and
Mvela Resources and which was reflected in the Transaction terms announced on
4 September 2007 has been revised. In order to ensure that the BEE transaction
originally proposed continues to benefit from the same high degree of
sustainability, the parties agreed to:
- increase the extent of the Booysendal property; and
- to reduce the consideration, in Northam ordinary shares due.
Accordingly, the terms of the Transaction have been amended as follows:
- the northern limit of the Booysendal property to be acquired will be
extended by a dip line commencing 1.3 kilometres northward along the surface
strike length of the ore body, including the overlying surface rights (the
"Booysendal Extension"). The additional resource in the Booysendal Extension
currently forms part of Anglo Platinum`s Der Brochen project area. The
increased Booysendal property including the Booysendal Extension now
contains a total mineral resource estimated to be approximately 103 million
oz 4PGE. On average the geological certainty in the new area is superior to
that in the far southern part of Booysendal; and
- the number of Northam shares to be received by Mvela Resources in
consideration for 100% of Booysendal will be reduced from 125 million to 121
million new Northam shares.
3. Ancillary assets and services
Agreement in principle between the parties has been reached regarding ancillary
assets and services which are required to ensure the technical and economic
sustainability of Booysendal. These include, inter alia:
- Electrical power: Booysendal will have access to up to 16MVA of the surplus
transformer capacity installed at Mototolo until the end of the first quarter
of calendar 2011, providing adequate lead time for the acquisition of new
transformers for Booysendal. The Mototolo project is a joint venture between
Anglo Platinum and XK Platinum Partnership (consisting of Xstrata South Africa
(Pty) Ltd ("Xstrata") and Kagiso Platinum Venture (Pty) Ltd). Anglo Platinum
and Xstrata support this arrangement.
- Water: An allocation of 7 megalitres of water per day from the existing
Lebalelo water scheme will be allocated to Booysendal. This is sufficient until
the commissioning and initial production stages, after which water supplies
will be augmented by supplies from the De Hoop dam (due to be completed in
2013). The Lebalelo pipeline, which currently terminates at Mototolo, will be
extended to Booysendal.
- Tailings dam: Studies to identify suitable sites for tailings dams will be
commissioned over the Der Brochen and the Booysendal areas. To the extent that
suitable surplus tailings dam site(s) are identified on the property of either
party, such site(s) will be offered to the other party at a market-related
consideration.
- Access to Booysendal: Anglo Platinum will grant traversing rights over
Der Brochen to Booysendal.
4. Pro forma financial effects
Shareholders are referred to the pro forma financial effects which were set out
in the announcement dated 4 September 2007 and are advised that those pro forma
financial effects have changed. Details of these changes are set out in the
separate Mvela Resources and Northam announcement released
today.
5. Circulars
Circulars to shareholders of Mvela Resources and Northam relating to the
matters contemplated in this announcement will include the relevant Competent
Person`s Reports required in terms of the Listings Requirements of the JSE
Limited and are expected to be posted to Mvela Resources and Northam
shareholders during March 2008.
Johannesburg
31 January 2008
Financial advisor Legal counsel to Merchant bank and
and sponsor to Mvela Resources transaction sponsor
Mvela Resources to Anglo Platinum
JP Morgan Bowman Gilfillan RMB
Sponsor to Anglo Independent Legal counsel to Northam
Platinum technical advisor to
Northam
Merrill Lynch The Mineral Brink Cohen Le Roux
Corporation
Financial advisor to Legal counsel to Legal counsel to
Afripalm Afripalm Mvela Holdings
Nedbank Capital Edward Nathan Hofmeyr Inc
Sonnenbergs
Advisor to Anglo Legal counsel to
American and Anglo Anglo Platinum
Platinum
Rothschild Deneys Reitz
Sponsor to Northam Legal counsel to
Anglo American
BJM Corporate Webber Wentzel
Finance Bowens
Date: 31/01/2008 09:40:31 Produced by the JSE SENS Department.
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