| Fri 7 Mar 2008, 7:05 | | AMS - Anglo Platinum - Announcement Relating To Th |
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AMS
ANANP
AMS - Anglo Platinum - Announcement Relating To The Proposed Anglo
Platinum Employee Share Participation Scheme
Anglo Platinum Limited
(Incorporated in the Republic of South Africa)
Registration number 1946/022452/06
Share code: AMS ISIN: ZAE000013181
("Anglo Platinum" or "the Company")
ANNOUNCEMENT RELATING TO THE PROPOSED ANGLO PLATINUM EMPLOYEE SHARE
PARTICIPATION SCHEME
1. Summary
Anglo Platinum is pleased to announce that it has reached consensus
with its labour representative organisations ("Recognised Unions")
on the key terms and structure of the Anglo Platinum broad-based
employee share participation scheme ("the Scheme"). Anglo Platinum
has established the Anglo Platinum Kotula Trust ("the Trust") for
an eight year duration to facilitate the Scheme on behalf of the
beneficiaries and will issue approximately 2.5 million shares to
the Trust, representing approximately 1.0% of the Company`s issued
ordinary share capital. The shares issued to the Trust ("Scheme
Shares") will be a combination of Anglo Platinum ordinary shares
and a new class of unlisted ordinary shares (""A" Ordinary
Shares").
The 1.5% scheme originally contemplated by Anglo Platinum did not
envisage the issue of a proportion of fully facilitated (i.e. free)
shares to the Trust. Following a thorough consultation process
with its Recognised Unions, and to reduce the risk of share price
volatility to the Scheme thereby ensuring that sustainable value is
created for beneficiaries, Anglo Platinum has structured the Scheme
to include 40% fully facilitated shares through the issue of
ordinary shares to the Trust. The proposed 1% Scheme is equivalent
in cost to placing 1.5% of the Company`s issued ordinary share
capital into a Historically Disadvantaged South African ("HDSA")
trust on a 100% "A" Ordinary Share basis.
The Trust will receive the full dividend in respect of the Scheme
Ordinary Shares and dividends equal to one-sixth of an ordinary
share dividend in respect of the "A" Ordinary Shares. These
dividends will be paid out annually to the beneficiaries. In
addition, beneficiaries will receive capital distributions at the
end of years five, six and seven which may potentially be
reinvested to provide ongoing benefits beyond the original term of
the Trust.
2. Rationale
Anglo Platinum has decided to implement the Scheme to incentivise
its employees, and recognises that the Scheme will contribute to
the alignment of shareholders` and employees` interests in respect
of the value growth of the Company. Anglo Platinum is fully
supportive of Black Economic Empowerment ("BEE") as a strategic
transformation objective and recognises the importance of the
participation of its employees in its transformation initiatives.
The Scheme will empower Anglo Platinum employees by enabling them
to acquire approximately 1% of the issued ordinary share capital of
the Company, subject to the provisions of the Trust. One of the
anticipated functions of the Trust will be to evaluate appropriate
savings and investment vehicles for the beneficiaries.
Anglo Platinum has concluded all agreements necessary to implement
the Scheme, which implementation is subject to the fulfilment of
the conditions precedent in paragraph 4 below.
3. Details relating to the Scheme
3.1 Creation and issue of Scheme Shares
Anglo Platinum will increase its authorised share capital through
the creation of 1 512 780 "A" Ordinary Shares. The "A" Ordinary
Shares will be issued by Anglo Platinum to the Trust in addition to
the 1 008 519 ordinary shares issued to the Trust. The expected
cost of the Scheme is approximately R1 803 million.
3.2 Voting
Although unlisted, the "A" Ordinary Shares will have full voting
rights. The issue of unlisted ordinary shares with full voting
rights requires, in terms of the JSE Limited`s ("JSE") Listings
Requirements, a fairness opinion by an independent professional
expert, further details of which are provided in paragraph 6 below.
The Trust shall be entitled to exercise all voting rights attaching
to all shares of which it is the registered owner until the shares
vest in the beneficiaries as contemplated in paragraph 3.6.
3.3 Beneficiaries
The beneficiaries of the Trust will include all permanent employees
of Anglo Platinum`s South African operations, including any South
African joint venture in which Anglo Platinum or its subsidiaries
have a participation share or interest of at least 50% and which is
managed by Anglo Platinum or its subsidiaries ("Employer
Companies", and collectively, "the Group"), who do not currently
participate in any Anglo Platinum share scheme as at the date the
Scheme is approved by shareholders ("Approval Date") and persons
who may join the Group as an employee between the Approval Date and
the sixth anniversary of the Approval Date. More than 90% of
beneficiaries will be HDSAs. Beneficiaries will be allocated
notional units in the Trust on an annual basis which will be used
to determine a beneficiary`s personal vested right to participation
in the capital and income of the Scheme Shares held by the Trust.
The Trust Deed makes detailed provision for the position of a
beneficiary in the event of death, disability, retrenchment,
retirement, promotions or appointments into employee categories
that participate in other employee incentive schemes as well as
dismissal or resignation of beneficiaries.
3.4 Dividends
It is anticipated that the dividends and other share distributions
received by the Trust in respect of the Scheme Shares shall be paid
to the beneficiaries annually on or about the last day of November,
subject to the condition that the beneficiaries are employees at
the time of the distribution.
In addition, Anglo Platinum will pay to the Trust an initial
dividend equal to the dividend which would have been payable in
respect of the "A" Ordinary Shares and the ordinary shares held by
the Trust had these shares been in issue on the most recent Anglo
Platinum dividend declaration date.
3.5 Repurchase and cancellation of "A" Ordinary Shares
Anglo Platinum will repurchase, at par value, and cancel all or
some of the "A" Ordinary Shares on each of the fifth, sixth and
seventh anniversaries of the Subscription Date ("Vesting Dates") in
accordance with the cancellation formula included in the memorandum
and articles of association of the Company ("the Articles"). The
"A" Ordinary Shares that are not repurchased and cancelled will be
converted into ordinary shares and listed on the JSE after each
Vesting Date.
The board of directors of Anglo Platinum ("the Board") undertake
that they will not implement any such repurchase as contemplated
above unless it complies in full with the Companies Act (Act 61 of
1973), the JSE Listings Requirements and the Articles of the
Company. An announcement will be released on SENS in the event that
the specific repurchase takes place, including a statement as to
the source of funds to be utilised.
3.6 Vesting of the Scheme Shares in the beneficiaries
The Scheme Shares will vest in three equal tranches on the Vesting
Dates. On each Vesting Date, the beneficiaries will become entitled
to receive their portion of the Scheme Shares that have vested and
will correspondingly realise that portion of their notional units
that corresponds to the Scheme Shares to be distributed to them by
the Trust.
3.7 Administration
The Trust will appoint an independent company to administer the
affairs of the Trust. Trust expenses, including administration
costs, will be borne by the Trust and paid out of the interest
accruing to the Trust and, if required, share distributions paid to
the Trust on the Scheme Shares. The Company will contribute to
expenses on such basis as may be agreed from time to time between
the Trustees and the Company.
3.8 Appointment of trustees
The Company will appoint the initial trustee. All Recognised
Unions will be entitled to appoint one trustee plus one additional
trustee for every complete ten thousand employees represented by
such Recognised Union. In addition, the trustees so appointed will
elect up to four independent trustees, all of whom will be suitably
qualified in terms of an agreed skill profile. The chairperson
will be elected from the independent trustees and shall have a
casting vote.
All trustees appointed by the Company and the Recognised Unions,
with the exception of independent trustees, may be employees of the
Company and may be beneficiaries of the Trust. The majority of
trustees will be HDSAs.
4. Conditions precedent and shareholder approval
The implementation of the Scheme is subject to the fulfilment of the
following conditions precedent:
* the passing of the special resolutions to amend the memorandum
and Articles of the Company, create the "A" Ordinary Shares and
grant authority for a specific repurchase of "A" Ordinary Shares
and the ordinary resolution to authorise the specific issue of
shares for cash by the requisite majority of ordinary and
preference shareholders at the combined general meeting and the
ordinary resolutions to adopt the Scheme and grant authority to
the directors to give effect to the proposed resolutions by the
requisite majority of ordinary shareholders at the combined
general meeting;
* the registration of the special resolutions by CIPRO; and
* the Master of the High Court of South Africa issuing a letter of
authority to the initial trustee.
5. Pro forma financial effects
The unaudited pro forma financial effects illustrate the impact of
the Scheme on the most recently published annual results as at 31
December 2007 and assuming that the Scheme took effect on 1 January
2007. The information has been prepared for illustrative purposes
only and may not, because of its nature, give a fair reflection of
the financial position, changes in equity, results of operations of
cash flows after completion of the Scheme. The directors of Anglo
Platinum are responsible for the unaudited pro forma financial
information.
For the year ended 31 December Before After the Movemen
2007 the Scheme t
Scheme (%)
Net asset value per share1 SA cents 11 974 11 974 0.0
Tangible net asset value per SA cents 11 974 11 974 0.0
share1
Basic earnings per share2, 3 SA cents 5 241 5 148 (1.8)
Diluted earnings per share2, 4 SA cents 5 203 5 112 (1.8)
Headline earnings per share2, SA cents 5 239 5 146 (1.8)
5
Weighted average number of millions 234.7 234.7 0.0
shares in issue6
Weighted average diluted millions 237.0 237.0 0.0
number of shares in issue7
Number of shares in issue8 millions 236.4 236.4 0.0
Notes:
1 Net asset value per share is computed by dividing total equity
attributable to ordinary shareholders by the number of shares in issue.
Tangible net asset value per share is equal to net asset value per share
as the Company does not hold any intangible assets.
2 Earnings are reduced by the IFRS 2 (AC503) - Share Based Payments
expense measured at grant date and spread over the vesting period of
seven years.
3 Basic earnings per share is computed by dividing net earnings
attributable to ordinary shareholders by the weighted average number of
shares in issue.
4 The diluted earnings per share is computed by dividing net earnings
attributable to ordinary shareholders by the weighted average diluted
number of shares in issue.
5 Headline earnings is calculated in terms of Circular 8/2007 on
Headline Earnings issued by the South African Institute of Chartered
Accountants. Headline earnings per share is computed by dividing
headline earnings attributable to ordinary shareholders by the weighted
average number of shares in issue.
6 The weighted average number of ordinary shares in issue was 234.7
million for the year ended 31 December 2007. The Trust is consolidated
and consequently the issuance of the Scheme Shares will not increase the
weighted average number of shares in issue.
7 The weighted average diluted number of ordinary shares in issue was
237.0 million for the year ended 31 December 2007 and even with the
issuance of 2.5 million Scheme Shares, the weighted average diluted
number of ordinary shares in issue for that period has remained the same
as the shares issued have an insignificant dilutive impact for the
period.
8 The number of ordinary shares in issue as at 31 December 2007 was
236.4 million. The Trust is consolidated and consequently the issuance
of the Scheme Shares will not increase the number of ordinary shares in
issue.
6. Opinions and recommendations
In terms of the Listings Requirements, an independent professional
expert was required to determine if the terms and conditions of the
"A" Ordinary Shares are fair to shareholders.
Ernst & Young Advisory Services Limited, the independent
professional expert appointed by the Board in terms of the JSE
Listings Requirements, has considered the terms and conditions of
the "A" Ordinary Shares and is of the opinion that such terms and
conditions are fair to shareholders. The full opinion of the
independent professional expert is contained in the circular which
will be posted to ordinary and preference shareholders on or about
7 March 2008.
The Board has considered the terms and conditions of the Scheme and
the opinion of the independent professional expert and is of the
opinion that the Scheme is in the best interests of Anglo Platinum
and its shareholders.
7. Salient dates and times
2008
Friday, 7 March
Circular posted to shareholders on
Thursday, 27 March
Form of proxy for the combined general
meeting to be received by 14:30 on
Monday, 31 March
Combined general meeting to be held at
14:30, or as soon thereafter as the
Annual General Meeting of Anglo
Platinum is concluded, on
Monday, 31 March
Results of combined general meeting
released on SENS on
Tuesday, 1 April
Results of combined general meeting
published in the press on
Tuesday, 1 April
Special resolutions lodged with CIPRO
on or about
Note:
These dates and times are subject to amendment. Any material amendment
will be released on SENS and published in the press.
8. Documentation
A circular containing the full details of the Scheme, including a
notice of combined general meeting, will be posted to Anglo
Platinum ordinary and preference shareholders on or about 7 March
2008. The circular will also be available on Anglo Platinum`s
website at www.angloplat.com.
Johannesburg
7 March 2008
Merchant bank and transaction sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Tax advisors
KPMG Services (Pty) Ltd
Sponsor
Merrill Lynch South Africa (Pty) Ltd
Employee ownership corporate advisors
The ESOP Shop (Pty) Ltd
Corporate law advisors
Deneys Reitz Inc
Reporting accountants
Deloitte & Touche (Registered auditors)
Independent professional expert
Ernst & Young Advisory Services Limited
Date: 07/03/2008 07:05:02 Produced by the JSE SENS Department.
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