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PPC
PPC
PPC - Pretoria Portland Cement Company Limited - PPC`S 15% broad-based black
share ownership initiative
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
JSE share code: PPC
JSE ISIN: ZAE000096475
ZSE share code: PPC
ZSE ISIN: ZWE000096475
("PPC" or "the company")
PPC`S 15% BROAD-BASED BLACK SHARE OWNERSHIP INITIATIVE
HIGHLIGHTS
- R2.7 billion broad-based black ownership initiative
- The broad-based black ownership initiative will result in the acquisition
of a 15.00% shareholding by black people in the increased issued share
capital of PPC
- Major portion (7.95% of the 15.00%) allocated to broad-based empowerment
groupings through the inclusion of PPC employees and their immediate
families, communities, construction and related industry associations,
education and community service groups
- The broad-based black ownership initiative will directly benefit
approximately three and a half million people in South Africa, of which
99.90% are black individuals
- Total risk equity capital of approximately R65.4 million contributed by
black economic empowerment parties
- Implemented by way of an issue of shares for cash for 8.50% of PPC`s
increased share capital and a scheme of arrangement in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973) for 6.65% of PPC`s increased
share capital
- Simultaneously with the implementation of the broad-based
black ownership initiative, PPC will raise approximately
R1.5 billion of long-term debt to replace existing short-
term interest-bearing debt raised by the company to fund its
capital expansion projects and working capital requirements
1. INTRODUCTION
PPC is pleased to announce that, subject to the fulfilment of conditions
precedent summarised in paragraph 9 below, it has concluded agreements for the
subscription and issue of new PPC ordinary shares of R0.10 each ("PPC shares")
("the Share Issue"), and has established trusts to acquire PPC shares from
existing PPC shareholders, either directly ("the Direct Trusts") or indirectly
through special purpose vehicle private companies ("Funding SPVs") ("the
Indirect Trusts"), under a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973) proposed by the Direct Trusts and the
Funding SPVs ("the Scheme").
The Share Issue and the Scheme will collectively result in a 15.00% interest in
the issued share capital of PPC, immediately following implementation of the
Share Issue and the Scheme, less treasury shares, ("PPC`s increased share
capital") being held by a broad-based grouping of black entities and 0.15% being
held by white employees (together, "the broad-based black ownership
initiative").
The broad-based black ownership initiative participants comprise the following:
- pursuant to the Scheme:
- a trust for the empowerment of construction and related industry
associations and their members ("The PPC Construction Industry Associations
Trust"), which will indirectly acquire 2.00% of PPC`s increased share
capital;
- a trust for the empowerment of current and future black managers of PPC`s
South African operations ("The PPC Black Managers Trust"), which will
acquire 1.83% of PPC`s increased share capital;
- a trust for the education and development of stakeholders in cement, lime
and aggregates manufacturing, mining, construction and related industries
("The PPC Education Trust"), which will indirectly acquire 1.00% of PPC`s
increased share capital;
- a trust for the empowerment and upliftment of the communities in the
regions where PPC operates and/or from which it sources its employees in
South Africa ("The PPC Community Trust"), which will indirectly acquire
0.70% of PPC`s increased share capital;
- two trusts for the empowerment of current and future black and white
employees of PPC, employed by the South African operations of PPC ("The
Current PPC Team Trust" and "The Future PPC Team Trust"), which will
collectively acquire 0.57% of PPC`s increased share capital (0.42% to be
acquired for black employees);
- a trust for the education, development, healthcare, wellness and other
compassionate needs of the primarily black employees of PPC`s South African
operations and their immediate families ("The PPC Team Benefit Trust"),
which will indirectly acquire 0.50% of PPC`s increased share capital;
- a trust for the benefit of current black independent non-executive
directors of PPC ("The PPC Black Independent Non-executive Directors
Trust"), which will acquire 0.05% of PPC`s increased share capital;
- pursuant to the Share Issue:
- community service groups ("CSGs"), being Shalamuka Cement Investment
Company (Proprietary) Limited ("Shalamuka"), the entire issued share
capital of which is held by The Shalamuka Foundation, and DEC Investment
Holding Company (Proprietary) Limited ("DEC"), which will, between them, be
allotted and issued 1.50% of PPC`s increased share capital; and
- strategic black partners ("SBPs"), being Peu Group (Proprietary) Limited or
an assignee of that company with materially the same shareholders ("Peu"),
Nozala Investments (Proprietary) Limited ("Nozala"), iLima Portland
Consortium (Proprietary) Limited ("iLima") and Capital Edge Cement
Consortium (Proprietary) Limited ("Capital Edge"), which will, as a
consortium, be allotted and issued 7.00% of PPC`s increased share capital.
2. RATIONALE FOR THE BROAD-BASED BLACK OWNERSHIP INITIATIVE
PPC forms an integral part of the infrastructure development currently taking
place in southern Africa. Accordingly, the board of directors of PPC ("the PPC
board") recognises the important contribution PPC can make to the transformation
and empowerment of South Africa to ensure the country`s success on both an
economic and social front. As a result, PPC has structured the broad-based black
ownership initiative to ensure that the broad-based component forms the major
portion.
The PPC board is of the view that the broad-based black ownership initiative is
both sustainable and embraces the principles of Broad-Based Black Economic
Empowerment ("BBBEE"). The broad-based black ownership initiative allocates
7.95% of PPC`s increased share capital to broad-based entities, 7.00% to four
SBPs and 0.05% to black independent non-executive directors of PPC, all of whom
are expected to make a meaningful contribution to PPC and its business in the
future.
The PPC board acknowledges the responsibility it has to its shareholders and,
accordingly, has structured the broad-based black ownership initiative to
minimise shareholder cost and dilution, whilst still allowing the CSGs and SBPs
to leverage off the strength of the company`s balance sheet, lowering the cost
of funding for the CSGs and SBPs and enhancing the sustainability of the broad-
based black ownership initiative. At an appropriate time in the future, PPC will
consider buying back shares to reduce the dilutionary effect of the broad-based
black ownership initiative.
The following key tenets of PPC`s transformation philosophy and strategy formed
the basic principles upon which the broad-based black ownership initiative has
been structured:
- to create an ownership opportunity for black employees;
- to create business opportunities for black partners;
- to develop future black leaders for the business;
- to invest in and develop black construction businesses; and
- to invest in, educate and develop members of disadvantaged communities and
employees and their immediate families.
PPC views the involvement of its employees and their immediate families, the
communities in which it operates, the support for construction and related
industry associations and the education of historically disadvantaged
individuals as crucial to the success of its empowerment objectives. The PPC
board believes that the broad-based black ownership initiative presents the
company with a unique opportunity to make significant strides in achieving its
BBBEE objectives.
PPC`s broad-based black ownership initiative has been developed in accordance
with the Broad-Based Socio-Economic Empowerment Charter for the South African
Mining Industry and attached Scorecard developed by the Minister of Minerals and
Energy in terms of the Mineral and Petroleum Resources Development Act, 2002
(Act 28 of 2002) and published in Government Notice R1639 on 13 August 2004
("the Mining Charter"), the Codes of Good Practice on Broad-Based Black Economic
Empowerment, as gazetted in Government Gazette No. 29617 on 9 February 2007
("the Codes") and the Broad-Based Black Economic Empowerment Act, 2003 (Act 53
of 2003) ("the BBBEE Act"). The Mining Charter requires that at least 15.00% of
PPC`s share capital be held by black people by the time applications for
conversion of mining licences are submitted, being May 2009 at the latest, in
order for PPC to be able to convert its existing old order mining rights to new
order mining rights. The broad-based black ownership initiative enables PPC to
meet this requirement.
As indicated above, PPC is committed to transformation and empowerment in South
Africa and will further strengthen its empowerment credentials, at the
appropriate time, in line with applicable legislation, including the Mining
Charter and the Codes.
3. THE RESULTANT STRUCTURE
A diagram illustrating the shareholding structure of PPC subsequent to the
implementation of the broad-based black ownership initiative will be published
in the press on Friday, 29 August 2008 and will be available on PPC`s website.
4. MECHANICS OF THE BROAD-BASED BLACK OWNERSHIP INITIATIVE
The broad-based black ownership initiative will be implemented by means of the
Scheme in respect of 6.65% of PPC`s increased share capital and the Share Issue
in respect of 8.50% of PPC`s increased share capital.
4.1 The Scheme
In pursuing their objects, the Direct Trusts and the Indirect Trusts will
acquire PPC shares for the purpose of the broad-based black ownership
initiative. The trustees of the Direct Trusts and the Funding SPVs will together
propose the Scheme between PPC and its shareholders ("Scheme Participants") for
the acquisition by the Direct Trusts and Funding SPVs of approximately 38.0
million PPC shares ("Scheme Shares"), on a pro rata basis from PPC shareholders,
for a consideration of approximately R31.32 per share ("Scheme Consideration"),
being the 30 business day volume weighted average share price per PPC share on
the exchange operated by the JSE Limited ("JSE") up to the close of trading on
Thursday, 21 August 2008 ("VWAP").
Each PPC shareholder will, subject to the requisite shareholder approval and
court sanction, be required to dispose of approximately 7.27 shares to the
trusts referred to above for every 100 shares held as at the close of business
on Friday, 12 December 2008 ("Record Date"). The aggregate value of the Scheme
will be approximately R1.2 billion.
The Direct Trusts and the Indirect Trusts can be further separated into internal
trusts, of which the beneficiaries are primarily the employees of PPC and their
immediate families, and external trusts, of which the beneficiaries are
primarily persons and/or organisations external to PPC.
Internal trusts:
- The PPC Black Managers Trust;
- The Current PPC Team Trust;
- The Future PPC Team Trust;
- The PPC Team Benefit Trust; and
- The PPC Black Independent Non-executive Directors Trust.
External trusts:
- The PPC Construction Industry Associations Trust;
- The PPC Education Trust; and
- The PPC Community Trust.
4.1.1 The Indirect Trusts
The trusts detailed in this paragraph 4.1.1 will hold PPC shares indirectly
through Funding SPVs. All funding in respect of the Indirect Trusts is being
underwritten by The Standard Bank of South Africa Limited.
4.1.1.1 The PPC Construction Industry Associations Trust
A Funding SPV has been established, the issued shares of which are 100% held by
The PPC Construction Industry Associations Trust ("The PPC Construction Industry
Associations Trust Funding SPV").
The PPC Construction Industry Associations Trust Funding SPV will acquire 11 425
407 Scheme Shares at the Scheme Consideration at an aggregate acquisition amount
of approximately R357.8 million. The aggregate acquisition amount plus certain
transaction costs will be funded by preference share and debt funding provided
by third party institutions. The funding will comprise of approximately R120.6
million of preference shares redeemable with an eight-year term, approximately
R120.6 million of preference shares redeemable with a five-year term, both
carrying cumulative cash dividends at market-related rates, and a five-year term
loan of approximately R120.6 million at a market-related rate. PPC will provide
guarantees to the funding institutions with respect to the five-year redeemable
preference shares and the five-year term loan.
The PPC Construction Industry Associations Trust is an external trust as the
beneficiaries of The PPC Construction Industry Associations Trust will be a
number of existing, new and emerging construction industry associations,
selected by the trustees of the trust, which satisfy the criteria set out in the
trust deed. The net income of The PPC Construction Industry Associations Trust
will be allocated to the construction industry associations in respect of
specific projects which benefit previously disadvantaged individuals and their
communities, and is expected to result in a significant amount of enterprise
development within the beneficiary communities. The dividends on the PPC shares
held by The PPC Construction Industry Association Trust Funding SPV will be used
to service its obligations to the funders, while an annual ordinary trickle
dividend will be paid to The PPC Construction Industry Associations Trust for
payments of the net amount to beneficiaries in pursuance of its objects. At
least 85% of the benefits of the trust will be allocated to black persons as
defined in the Codes.
The trustees will, in consultation with the interested parties, identify
appropriate projects which meet the objects of the trust. The projects are
expected to be predominantly training programmes and infrastructure and related
projects. After appropriate projects have been identified, the trustees will
consider the identified projects and will recommend what benefits, if any, will
be allocated to the identified projects. The trustees will thereafter submit the
list of projects and benefit allocations to a sub-committee of the PPC board
("the allocation committee") for ratification, subject to the projects being in
compliance with the criteria set out in the trust deed.
The PPC Construction Industry Associations Trust is intended as a long-term
trust and the Scheme Shares will not vest in the beneficiaries.
From early in 2009, there will at all times be five trustees of The PPC
Construction Industry Associations Trust and the composition of the trustees
will comply with the Codes. The majority of the trustees will not be appointed
by PPC.
4.1.1.2 The PPC Education Trust
A Funding SPV has been established, the issued shares of which are 100% held by
The PPC Education Trust ("The PPC Education Trust Funding SPV").
The PPC Education Trust Funding SPV will acquire 5 712 704 Scheme Shares at the
Scheme Consideration at an aggregate acquisition amount of approximately R178.9
million. The aggregate acquisition amount plus certain transaction costs will be
funded by preference share and debt funding provided by third party
institutions. The funding will comprise of approximately R60.3 million of
preference shares redeemable with an eight-year term, approximately R60.3
million of preference shares redeemable with a five-year term, both carrying
cumulative cash dividends at market-related rates, and a five-year term loan of
approximately R60.3 million at a market-related rate. PPC will provide
guarantees to the funding institutions with respect to the five-year redeemable
preference shares and the five-year term loan.
The PPC Education Trust is an external trust as it has been established for the
purpose of skills development, learnerships and basic adult education in the
cement, lime and aggregates manufacturing, mining, construction and related
industries, which satisfy the criteria set out in the trust deed. The dividends
on the PPC shares held by The PPC Education Trust Funding SPV will be used to
service its obligations to the funders, while an annual ordinary trickle
dividend will be paid to The PPC Education Trust for payments of the net amount
to beneficiaries in pursuance of its objects. At least 85% of the benefits of
the trust will be allocated to black persons as defined in the Codes.
The PPC Education Trust will either operate as an educational organisation
itself (contracting with service providers) and the trustees will select
beneficiaries to benefit from the activities of the trust, and/or the trustees
will select education organisations and individuals which satisfy the criteria
set out in the trust deed to benefit from the trust. The trustees will submit a
list of beneficiaries and benefit allocations to the allocation committee for
ratification, subject to the benefits being in compliance with the criteria set
out in the trust deed.
The PPC Education Trust is intended as a long-term trust and the Scheme Shares
will not vest in the beneficiaries.
From early in 2009, there will at all times be five trustees of The PPC
Education Trust and the composition of the trustees will comply with the Codes.
The majority of the trustees will not be appointed by PPC.
4.1.1.3 The PPC Community Trust
A Funding SPV has been established, the issued shares of which are 100% held by
The PPC Community Trust ("The PPC Community Trust Funding SPV").
The PPC Community Trust Funding SPV will acquire 4 015 621 Scheme Shares at the
Scheme Consideration at an aggregate acquisition amount of approximately R125.8
million. The aggregate acquisition amount plus certain transaction costs will be
funded by preference share and debt funding provided by third party
institutions. The funding will comprise of approximately R42.4 million of
preference shares redeemable with an eight-year term, approximately R42.4
million of preference shares redeemable with a five-year term, both carrying
cumulative cash dividends at market-related rates, and a five-year term loan of
approximately R42.4 million at a market-related rate. PPC will provide
guarantees to the funding institutions with respect to the five-year redeemable
preference shares and the five-year term loan.
The PPC Community Trust is an external trust as the beneficiaries of The PPC
Community Trust will be the communities in the regions where PPC operates and/or
from which PPC sources its employees. The dividends on the PPC shares held by
The PPC Community Trust Funding SPV will be used to service its obligations to
the funders, while an annual ordinary trickle dividend will be paid to The PPC
Community Trust for payments of the net amount to beneficiaries in pursuance of
its objects. At least 85% of the benefits of the trust will be allocated to
black persons as defined in the Codes.
PPC will establish a community engagement forum in each community identified to
benefit from the trust, in order to represent that community and oversee the
implementation of local projects within the community. In addition, the
community engagement forum will be required to consult with the community
regarding projects to be funded by the trust and make recommendations to the
trustees regarding the funding of these projects. The trustees will thereafter
submit the list of projects and benefit allocations to the allocation committee
for ratification, subject to the projects being in compliance with the criteria
set out in the trust deed.
The PPC Community Trust is intended as a long-term trust and the Scheme Shares
will not vest in the beneficiaries.
From early in 2009, there will at all times be five trustees of The PPC
Community Trust and the composition of the trustees will comply with the Codes.
The majority of the trustees will not be appointed by PPC.
4.1.1.4 The PPC Team Benefit Trust
A Funding SPV has been established, the issued shares of which are 100% held by
The PPC Team Benefit Trust ("The PPC Team Benefit Trust Funding SPV").
The PPC Team Benefit Trust Funding SPV will acquire 2 856 352 Scheme Shares at
the Scheme Consideration at an aggregate acquisition amount of approximately
R89.5 million. The aggregate acquisition amount plus certain transaction costs
will be funded by preference share and debt funding provided by third party
institutions. The funding will comprise of approximately R30.2 million of
preference shares redeemable with an eight-year term, approximately R30.2
million of preference shares redeemable with a five-year term, both carrying
cumulative cash dividends at market-related rates, and a five-year term loan of
approximately R30.2 million at a market-related rate. PPC will provide
guarantees to the funding institutions with respect to the five-year redeemable
preference shares and the five-year term loan.
The PPC Team Benefit Trust is an internal trust as the beneficiaries of The PPC
Team Benefit Trust will be primarily black South African employees of PPC,
employed by the South African operations of PPC, and their immediate families,
which have qualifying needs (primarily education and development as well as
healthcare and wellness requirements). The dividends on the PPC shares held by
The PPC Team Benefit Trust Funding SPV will be used to service its obligations
to the funders, while an annual ordinary trickle dividend will be paid to The
PPC Team Benefit Trust for payments of the net amount to beneficiaries in
pursuance of its objects. At least 85% of the benefits of the trust will be
allocated to black persons as defined in the Codes.
The allocation committee or a committee that is delegated powers in respect of
allocations by the PPC board will be responsible for determining qualifying
needs, while the trustees and the allocation committee will determine the
identity of the employees chosen to benefit and the allocation of funds
distributed by The PPC Team Benefit Trust to the beneficiaries.
The PPC Team Benefit Trust is intended as a long-term trust and the Scheme
Shares will not vest in the beneficiaries.
From early in 2009, there will at all times be three trustees of The PPC Team
Benefit Trust and the composition of the trustees will comply with the Codes.
The majority of the trustees will not be appointed by PPC.
4.1.2 The Direct Trusts
The trusts detailed in this paragraph 4.1.2 will hold PPC shares directly.
4.1.2.1 The PPC Black Managers Trust
The PPC Black Managers Trust will acquire 10 470 419 Scheme Shares at the Scheme
Consideration at an aggregate acquisition amount of approximately R327.9
million. The aggregate acquisition amount plus certain transaction costs will be
funded by a capital contribution of approximately R165.8 million to The PPC
Black Managers Trust by a subsidiary of PPC, as well as a five-year term loan of
approximately R165.8 million from funding institutions at a market-related rate.
The beneficiaries of The PPC Black Managers Trust will acquire vested rights in
terms of the trust deed. The trustees of The PPC Black Managers Trust will be
required to sell a sufficient number of PPC shares vested in the beneficiaries
at 31 December 2016 to repay the outstanding funding. The balance of the shares
will be distributed to the beneficiaries in accordance with their vested rights.
The PPC Black Managers Trust is an internal trust as the beneficiaries of The
PPC Black Managers Trust will include all black managers employed by PPC`s South
African operations as at 1 December 2008, who will receive benefits based on
their annual cost to company as at 31 July 2008, as well as black managers
joining the employ of PPC`s South African operations post 31 July 2008. An
allocation committee will be responsible for determining qualifying black
managers and for the allocation of PPC shares to such qualifying black managers
by the trustees.
The beneficiaries will be required to remain in the employ of PPC for four years
to avoid forfeiture of all the PPC shares that vest in them, five years to avoid
forfeiture of two thirds of the PPC shares that vest in them and six years to
avoid forfeiture of one third of the PPC shares that vest in them. PPC shares
will only be delivered to beneficiaries and become tradable after an eight year
period ending on 31 December 2016.
From early in 2009, there will at all times be five trustees of The PPC Black
Managers Trust and the composition of the trustees will comply with the Codes.
The majority of the trustees will be elected by the beneficiaries of the trust.
4.1.2.2 The Current PPC Team Trust and The Future PPC Team Trust
The employer companies within PPC, and PPC itself, will make contributions to
The Current PPC Team Trust and The Future PPC Team Trust, in order to retain and
incentivise the beneficiaries, which will be used by the trusts to collectively
acquire 3 224 658 Scheme Shares.
The beneficiaries of The Current PPC Team Trust and The Future PPC Team Trust
will hold and exercise both economic and voting rights in respect of the PPC
shares. The Current PPC Team Trust and The Future PPC Team Trust are both
internal trusts as the beneficiaries of these trusts will include all current
black and white employees of PPC employed by the South African operations of PPC
as at 1 December 2008, who will receive benefits based on their completed years
of service within PPC as at 31 July 2008, as well as black and white employees
joining the employ of PPC post 31 July 2008. As at 31 July 2008, there were 2
193 employees eligible for participation in The Current PPC Team Trust and The
Future PPC Team Trust.
PPC shares acquired by each beneficiary will vest upon allocation and the
beneficiaries will be entitled to receive dividends and any distributions paid
by PPC in respect of these shares from the date of allocation. Termination of
employment will not affect beneficiaries` rights in respect of the shares
acquired by them. Notwithstanding the immediate vesting of the PPC shares, the
PPC shares will only become tradable after a period of five years from the
allocation date. The allocation per beneficiary in The Current PPC Team Trust
and The Future PPC Team Trust will be subject to a maximum market value of
shares to be allocated of R50 000.00.
It is intended that The Current PPC Team Trust and The Future PPC Team Trust
will collectively constitute a broad-based employee share plan as contemplated
by section 8B of the Income Tax Act, No. 58 of 1962, as amended, subject to the
promulgation of proposed amendments to that legislation, on the basis that the
trust deeds will contain appropriate wording.
There will be two PPC appointed trustees of The Current PPC Team Trust. The
Future PPC Team Trust will have five trustees, the majority of whom will be
elected by the beneficiaries.
The trustees of The Current PPC Team Trust and The Future PPC Team Trust will
vote unallocated shares in the best interests of the beneficiaries and will vote
allocated shares on the instruction of the beneficiaries.
4.1.2.3 The PPC Black Independent Non-executive Directors Trust
Subject to the approval of the beneficiaries by shareholders of PPC in general
meeting, PPC will make a contribution to The PPC Black Independent Non-executive
Directors Trust, which will be used by it to acquire 287 361 Scheme Shares at
the Scheme Consideration at an aggregate acquisition amount of approximately
R9.0 million and to settle certain transaction costs.
The beneficiaries of The PPC Black Independent Non-executive Directors Trust
will be entitled to exercise both economic and voting rights in respect of the
PPC shares acquired by the trust on their behalf. The PPC Black Independent Non-
executive Directors Trust is an internal trust as it is intended that, subject
to shareholder approval, the beneficiaries of this trust will be the three black
independent non-executive directors on the PPC board at the date of this
announcement, being Joe Shibambo, Zibusiso Kganyago and Ntombi Langa-Royds.
The beneficiaries will be required to remain on the board of PPC for four years
to avoid forfeiture of all the PPC shares that vest in them, five years to avoid
forfeiture of two thirds of the PPC shares that vest in them and six years to
avoid forfeiture of one third of the PPC shares that vest in them. PPC shares
will only be delivered to beneficiaries and become tradable after a six year
period ending on 31 December 2014.
4.2 The Share Issue
The funding in respect of the CSG and the SBP components of the broad-based
black ownership initiative, amounting to approximately R1.5 billion, is
underwritten by The Standard Bank of South Africa Limited.
4.2.1 The Community Service Groups (CSGs)
A funding SPV ("the CSG Funding SPV") has been established for the CSGs to
subscribe for PPC shares representing 1.50% of PPC`s increased share capital and
to advance a loan to PPC as referred to below. The CSGs will, between them, hold
all of the shares in the CSG Funding SPV and will, between them, procure an
equity contribution of approximately R5.4 million into the CSG Funding SPV. The
CSG Funding SPV will be allotted and issued 1.50% of PPC`s increased share
capital.
The CSG Funding SPV will initially subscribe for PPC shares ("the CSG initial
subscription shares") at the par value of those shares at an aggregate
subscription price of approximately R0.9 million. The CSG initial subscription
shares will have full voting and economic rights.
PPC will, in certain circumstances, but in any event after an eight year period
("CSG ordinary course period"), subject to the rights of the funders
contemplated below, repurchase all of the CSG initial subscription shares from
the CSG Funding SPV at a price equal to their current par value.
The CSG Funding SPV will in certain circumstances, but in any event after the
expiry of the CSG ordinary course period ("the CSG subscription date"), be
obliged to subscribe for a stipulated number of PPC shares ("the CSG maturity
subscription shares") at a predetermined subscription price of R66.84 per PPC
share.
The CSG equity contribution of approximately R5.4 million will be used in part
to settle the subscription price of the CSG initial subscription shares, as well
as certain transaction costs, whilst the balance will be used to advance a loan
to PPC as described below.
The CSG Funding SPV has entered into loan agreements for the raising of an
aggregate of approximately R264.8 million, comprised of an eight year senior
amortising loan of approximately R162.0 million and an eight year senior
subordinated loan of approximately R102.8 million. The CSG Funding SPV will in
turn use the proceeds of these loans and the equity contribution (net of costs)
to advance an eight year fixed interest rate bullet loan of approximately R268.4
million to PPC ("the CSG PPC Loan").
At the end of the CSG ordinary course period referred to above, the senior
amortising loan will have been amortised, and, following the repayment of the
CSG PPC Loan, the CSG Funding SPV should be able to repay its loan obligations.
Any balance from the repayment of the CSG PPC Loan following settlement by the
CSG Funding SPV of its funding obligations will be used to subscribe for the CSG
maturity subscription shares in PPC (as mentioned above) on the CSG subscription
date. The CSG Funding SPV will be required to raise its own funding to finance
the balance needed for that subscription. If it is not able to raise the finance
to subscribe for the CSG maturity subscription shares on the CSG subscription
date, the CSG Funding SPV will, subject to certain conditions, be permitted to
subscribe for the PPC shares over an extended period ending on 30 June 2018.
Various restrictions are imposed on each CSG and the CSG Funding SPV to maintain
the BBBEE status for the term of the broad-based black ownership initiative, as
follows:
Prior to 31 December 2014, save with the prior written consent of PPC and
subject to restrictions imposed by the funding arrangements, neither CSG will be
able to sell the shares it holds in the CSG Funding SPV and the CSG Funding SPV
will be unable to sell the shares it holds in PPC. Between 1 January 2015 and 31
December 2017, each CSG and the CSG Funding SPV will, subject to restrictions
imposed by the funding arrangements and a first pre-emptive right in PPC`s
favour and a second pre-emptive right in favour of the other CSG, be entitled to
sell the shares held in the CSG Funding SPV and PPC, respectively, provided
that, if PPC and the other CSG do not exercise their pre-emptive rights, the
shares are sold to a third party that makes at least an equivalent contribution
to the empowerment credentials of PPC. Neither CSG will be able to encumber the
shares it holds in the CSG Funding SPV and the CSG Funding SPV will be unable to
encumber the shares it holds in PPC until 31 December 2017, save for any
encumbrances permitted by the funding arrangements.
The CSGs will be required, through the CSG Funding SPV, to make a minimum
contribution to the empowerment credentials of PPC until 31 December 2017.
4.2.2 The Strategic Black Partners (SBPs)
A funding SPV ("the SBP Funding SPV") has been established for the SBPs to
subscribe for PPC shares representing 7.00% of PPC`s increased share capital and
to advance a loan to PPC as referred to below. The SBPs will, as a consortium,
hold all the shares in the SBP Funding SPV and procure an equity contribution of
R60.0 million into the SBP Funding SPV. The SBP Funding SPV will be allotted and
issued 7.00% of PPC`s increased share capital.
The SBP Funding SPV will initially subscribe for PPC shares ("the SBP initial
subscription shares") at the par value of those shares at an aggregate
subscription price of approximately R4.0 million. The SBP initial subscription
shares will have full voting and economic rights.
PPC will, in certain circumstances, but in any event after an eight year period
("SBP ordinary course period"), subject to the rights of the funders
contemplated below, repurchase all of the SBP initial subscription shares from
the SBP Funding SPV at a price equal to their current par value.
The SBP Funding SPV will in certain circumstances, but in any event after the
expiry of the SBP ordinary course period ("the SBP subscription date"), be
obliged to subscribe for a stipulated number of PPC shares ("the SBP maturity
subscription shares") at a predetermined subscription price of R66.84 per PPC
share.
The SBP equity contribution of R60.0 million will be used in part to settle the
subscription price of the SBP initial subscription shares, as well as certain
transaction costs, whilst the balance will be used to advance a loan to PPC as
described below.
The SBP Funding SPV has entered into loan agreements for the raising of an
aggregate of approximately R1.2 billion, comprised of an eight year senior
amortising loan of approximately R755.7 million and an eight year senior
subordinated loan of approximately R445.0 million. The SBP Funding SPV will in
turn use the proceeds of these loans and the equity contribution (net of costs)
to advance an eight year fixed interest rate bullet loan of approximately R1.3
billion to PPC ("the SBP PPC Loan").
At the end of the SBP ordinary course period referred to above, the senior
amortising loan will have been amortised, and, following the repayment of the
SBP PPC Loan, the SBP Funding SPV should be able to repay its loan obligations.
Any balance from the repayment of the SBP PPC Loan following settlement by the
SBP Funding SPV of its funding obligations will be used to subscribe for the SBP
maturity date subscription shares in PPC (as mentioned above) on the SBP
subscription date. The SBP Funding SPV will be required to raise its own funding
to finance the balance needed for that subscription. If it is not able to raise
the finance to subscribe for the SBP maturity subscription shares on the SBP
subscription date, the SBP Funding SPV will, subject to certain conditions, be
permitted to subscribe for the PPC shares over an extended period ending on 30
June 2018.
Various restrictions are imposed on each SBP and the SBP Funding SPV to maintain
the BBBEE status for the term of the broad-based black ownership initiative, as
follows:
Prior to 31 December 2014, save with the prior written consent of PPC and save
for any encumbrances permitted by the funding arrangements, the SBPs will be
unable to encumber or sell the shares they hold in the SBP Funding SPV and the
SBP Funding SPV will be unable to encumber or sell the shares it holds in PPC.
Between 1 January 2015 and 31 December 2017, save with the prior written consent
of PPC or the relevant funders, the SBPs and the SBP Funding SPV will not be
entitled to encumber their shares in the SBP Funding SPV and PPC, respectively,
but will, subject to restrictions imposed by the funding arrangements and a
first pre-emptive right in PPC`s favour and a second pre-emptive right in favour
of the other SBPs, be entitled to sell the shares held in the SBP Funding SPV
and PPC, respectively, provided that, if PPC and the other SBPs do not exercise
their pre-emptive rights, the shares are sold to a third party that makes at
least an equivalent contribution to the empowerment credentials of PPC.
The SBPs will be required, through the SBP Funding SPV, to make a minimum
contribution to the empowerment credentials of PPC until 31 December 2017.
5. OVERVIEW OF THE COMMUNITY SERVICE GROUPS
5.1 Shalamuka Cement Investment Company (Proprietary) Limited
Shalamuka is a trust formed in 2006 to raise long-term, sustainable funding for
the highly regarded Penreach Whole School Development Programme ("Penreach").
Penreach is a programme which develops teaching skills by way of workshops
attended by over 2 200 teachers from approximately 900 public schools. 100% of
the beneficiaries of Penreach are black, rural South Africans, of which at least
90% are black rural women. It is estimated that over 350 000 learners from rural
areas benefit from Penreach annually.
5.2 DEC Investment Holding Company (Proprietary) Limited
DEC is wholly owned by the Disability Empowerment Concerns Trust ("the DEC
Trust"). The DEC Trust was established in 1996 by seven non-governmental
organisations representing people with disabilities to engage in business
ventures in the context of BBBEE.
The ultimate beneficiaries are South Africans with disabilities served by:
- The Deaf Federation of South Africa;
- Disabled People South Africa;
- National Council for Persons with Physical Disabilities in
South Africa;
- South African Federation for Mental Health;
- South African National Council for the Blind;
- Epilepsy South Africa; and
- The Thabo Mbeki Development Trust for Disabled People.
6. OVERVIEW OF THE STRATEGIC BLACK PARTNERS
6.1 Peu Group (Proprietary) Limited
Peu is a black owned and black managed company, incorporated in 1996. Peu is an
entrepreneurial business, with management holding 72.00% of the share capital,
with the remaining 28.00% being held by the Intsika Trusts for the benefit of
black individuals through the promotion of entrepreneurship and education.
Peu`s investment philosophy is to target investments in which it can add value
and be a long-term investor, thereby fostering long-term relationships with
management and shareholders.
The executive management team comprises seven individuals, with a combination of
skills, including business experience across a number of sectors, investment
banking and finance.
Peter Malungani is the founder and Executive Chairman of Peu.
Peu holds strategic long-term investments in the infrastructure, financial
services, IT, agriculture, gaming, supply chain and automotive sectors. Over the
last four years Peu has been investing predominantly in the infrastructure
sector and has acquired majority shareholdings in civil contracting and building
construction businesses.
6.2 Nozala Investments (Proprietary) Limited
Nozala is a broad-based investment company established in 1996 and is
controlled, led and managed by women. Nozala has an established track record
with significant net asset value and proactively participates in its
investments.
Nozala`s philosophy is to support its equity investments with operational
involvement through value-adding activities.
Nozala is led by Salukazi Dakile-Hlongwane, the Acting Chairperson and Chief
Executive.
Nozala has the following shareholders:
- Nozala Holdings (Proprietary) Limited (54.00%);
- Nozala Trust (20.00%);
- The National Movement of Rural Women (4.00%);
- Itumeleng Investments CC (4.00%);
- Sediba Women`s Trust (4.00%);
- Workers Investments Corporation (Proprietary) Limited (2.00%);
- Akhona Holdings (Proprietary) Limited (2.00%);
- Mmathari Investments CC (2.00%);
- Katekani Investments (Proprietary) Limited (2.00%);
- Musa Trust (2.00%);
- Sequoia Investments CC (2.00%); and
- Umvutho Oil and Energy (Proprietary) Limited (2.00%).
Nozala has to date advanced and distributed approximately R15.0 million to the
Nozala Trust to support its social investment programmes. The Nozala Trust
supports women business start-ups and develops women entrepreneurs principally
in the peri-urban and rural areas.
6.3 iLima Portland Consortium (Proprietary) Limited
iLima is a black owned company the shares of which are held largely by the major
shareholders of the iLima Group (Proprietary) Limited ("iLima Group"). iLima was
established for the purposes of participating in the PPC broad-based black
ownership initiative.
iLima is led by Dr Mandla Gantsho, Dr TJ Lupepe and Simisani Kupe.
iLima has the following shareholders:
- Gantsho Family Trust (32.50%);
- Lupepe Family Trust (32.50%);
- Kupe Family Trust (8.49%);
- iLima Group Employee Trust (6.50%);
- Code Access Investments (Proprietary) Limited (5.00%);
- Tamela Holdings (Proprietary) Limited (5.00%);
- Ndungane Family Trust (2.00%); and
- five black individuals (8.01%).
iLima Group is a long term investor focused on infrastructure, construction,
mineral exploration, energy generation, transmission, distribution and property
development. It also has a successful track record with investments in Group
Five Limited, Bombela Concession Company (Proprietary) Limited on the Gautrain
Rail concession and Imbumba Aganang Concession Company (Proprietary) Limited on
the Department of Foreign Affairs Headquarters concession.
6.4 Capital Edge Cement Consortium (Proprietary) Limited
Capital Edge is a collaboration of black individuals and broad-based groups and
was incorporated in August 2006 primarily for the purpose of the strategic black
partnership with PPC. One of Capital Edge`s principles is to be a strategic
partner of choice through broad-based empowerment for companies that have the
potential to create employment, human capital development and shareholder
returns.
Capital Edge is led by businessman Jerry Vilakazi, CEO of Business Unity South
Africa and Chairman of Netcare Limited.
Capital Edge has the following ordinary shareholders:
- Capital Edge Resources (Proprietary) Limited (66.71%);
- Black Management Forum Investments Company Limited (17.81%);
- Imbewu Mineral Holdings (Proprietary) Limited (7.08%);
- Baswa Investments (Proprietary) Limited (3.88%);
- Abafazi iAfrika Group (Proprietary) Limited (2.58%); and
- Yard Capital (Proprietary) Limited (1.94%).
In addition, Ubuntu-Botho Investment Holdings (Proprietary) Limited holds
participating preference shares entitling it to an economic interest of 22.59%.
The shareholders of Capital Edge are committed long-term investors who want to
work with PPC to grow the company in its markets locally and in southern Africa.
All of the shareholders of Capital Edge have extensive business and management
experience which they bring as value-add to the broad-based black ownership
initiative and will assist PPC in its growth and transformation initiatives.
7. USE OF FUNDS RECEIVED
PPC raised short-term interest-bearing debt to fund its established growth
strategy, expansion and modernisation capital expenditure programme and working
capital requirements. The company will receive approximately R1.5 billion of
long-term debt through the CSG PPC Loan and the SBP PPC Loan, which the company
intends using to replace the short-term debt.
8. IFRS2 CHARGE
PPC`s facilitation of the broad-based black ownership initiative is expected to
have an impact of approximately R557.4 million, calculated in accordance with
IFRS2. This equates to 3.24% of PPC`s market capitalisation of R17.2 billion
based on the share price of PPC as at the close of business on Thursday, 21
August 2008.
9. CONDITIONS PRECEDENT
The broad-based black ownership initiative is subject to the fulfilment of,
inter alia, the following conditions precedent:
9.1 approval by PPC shareholders in general meeting of the necessary
resolutions to implement the broad-based black ownership initiative;
9.2 sanctioning by PPC shareholders in general meeting, of the terms on which
any financial assistance in terms of the broad-based black ownership
initiative is to be given;
9.3 the Scheme being approved by 75% of the PPC shareholders present and voting
at the Scheme meeting;
9.4 the High Court of South Africa sanctioning the Scheme in terms of the
Companies Act;
9.5 a certified copy of the Order of Court sanctioning the Scheme being
registered by the Registrar of Companies in terms of the Companies Act;
9.6 approval, to the extent necessary, of all regulatory authorities having
jurisdiction in regard to the broad-based black ownership initiative; and
9.7 the conditions of the loan agreements referred to in paragraphs 4.2.1 and
4.2.2 above, and in respect of the funding of the Indirect Trusts referred
to in paragraph 4.1.1 above and The PPC Black Managers Trust referred to in
paragraph 4.1.2.1 above, being fulfilled or waived.
10. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects set out below have been prepared to assist PPC
ordinary shareholders to assess the impact of the broad-based black ownership
initiative ("the transaction") on the earnings ("EPS" and "diluted EPS"),
headline earnings ("HEPS" and "diluted HEPS"), net asset value ("NAV") and
tangible NAV ("TNAV") per PPC ordinary share. The material assumptions are set
out in the notes following the table. These pro forma financial effects have
been disclosed in terms of the JSE Listings Requirements and do not constitute a
representation of the future financial position of PPC on implementation of the
transaction. The pro forma financial effects are the responsibility of the PPC
board and are provided for illustrative purposes only.
For the 12 months ended 30 September 2007:
Before the After the Percentage
implementation implementation change
of the of the
transaction transaction
(cents) (cents)
EPS 266 138 (48%)
Diluted EPS 138 132 (5%)
HEPS 263 136 (48%)
Diluted HEPS 136 129 (5%)
NAV per share 437 234 (46%)
TNAV per share 433 230 (47%)
For the six months ended 31 March 2008:
Before the After the Percentage
implementation implementation change
of the of the
transaction transaction
(cents) (cents)
EPS 126 2 (98%)
HEPS 126 2 (98%)
NAV per share 242 24 (90%)
TNAV per share 239 20 (92%)
Notes:
1. The EPS, diluted EPS, HEPS, diluted HEPS, NAV and TNAV per PPC ordinary share
"Before the implementation of the transaction" are based on the annual results
for the year ended 30 September 2007 and interim results for the six months
ended 31 March 2008.
2. The equity instruments issued to the SBP Funding SPV and the CSG Funding SPV
are treated as a separate class of equity for accounting purposes. Consequently,
the earnings, EPS, diluted EPS, HEPS and diluted HEPS have been adjusted
accordingly.
3. The PPC Black Managers Trust, The Current PPC Team Trust, The Future PPC Team
Trust, The PPC Black Independent Non-executive Directors Trust and the Funding
SPVs are consolidated for accounting purposes.
4. The EPS and HEPS per PPC ordinary share "After the implementation of the
transaction" are based on the assumption that the transaction was implemented on
1 October 2006 and 1 October 2007 respectively, and include the following:
4.1 An IFRS2 charge of R474.0 million and R467.8 million for the 12 months ended
30 September 2007 and the six months ended 31 March 2008, respectively, based on
the closing PPC share price on 21 August 2008 of R32.00 and the 30-day VWAP up
to that date of R31.32.
4.2 The finance cost applicable to the implementation of the transaction for the
respective periods above being based on the relevant prevailing market rates.
4.3 Transaction costs associated with the implementation of the transaction and
recognised in profit or loss amounting to R25.2 million.
4.4 For accounting purposes, the equity instruments issued to the SBP Funding
SPV and the CSG Funding SPV are treated in a manner similar to that of an
option. Consequently, these equity instruments are being treated as potential
ordinary shares for the purposes of calculating diluted EPS and diluted HEPS.
4.5 Similarly, to the extent that share-based payment grants have been made in
terms of the Funding SPVs and Direct Trusts and the Funding SPVs have settled
their funding obligations, the transaction will ultimately result in PPC shares
vesting with the Funding SPVs and beneficiaries respectively. Consequently,
these share-based payment grants are potential ordinary shares and are being
treated in a manner similar to that of an option for the purposes of calculating
diluted EPS and diluted HEPS.
5. The EPS and HEPS "After the implementation of the transaction" are based on
499 619 868 weighted average PPC ordinary shares in issue for the 30 September
2007 pro forma financial effects (537 612 390 weighted average PPC ordinary
shares in issue less 37 992 522 PPC ordinary shares treated as treasury shares
on consolidation).
6. The EPS and HEPS "After the implementation of the transaction" are based on
497 853 313 weighted average PPC ordinary shares in issue for the 31 March 2008
pro forma financial effects (535 845 835 weighted average PPC ordinary shares in
issue less 37 992 522 PPC ordinary shares treated as treasury shares on
consolidation).
7. The diluted EPS and HEPS "After the implementation of the transaction" are
based on 523 735 777 weighted average PPC ordinary shares in issue for the 30
September 2007 pro forma financial effects (499 619 868 weighted average PPC
ordinary shares in issue plus 24 115 909 potential PPC ordinary shares).
8. The NAV and TNAV per PPC share "After the implementation of the transaction"
are based on the assumption that the transaction was implemented on 30 September
2007 and 31 March 2008, respectively.
9. The NAV and TNAV per PPC ordinary share "After the implementation of the
transaction" are based on 499 619 868 PPC ordinary shares in issue as at 30
September 2007 (537 612 390 PPC ordinary shares in issue less 37 992 522 PPC
ordinary shares treated as treasury shares on consolidation of the Funding
SPVs).
10. The NAV and TNAV per PPC ordinary share "After the implementation of the
transaction" are based on 497 853 313 PPC ordinary shares in issue as at 31
March 2008 (535 845 835 PPC ordinary shares in issue less 37 992 522 PPC
ordinary shares treated as treasury shares on consolidation of the Funding
SPVs).
11. IMPORTANT DATES AND TIMES
The salient dates and times in respect of the broad-based black ownership
initiative are set out below:
2008
Court order issued to convene Tuesday, 14 October
Scheme meeting on or about
Circular and notice of general Thursday, 16 October
meeting posted to shareholders on
or about
Last day to trade PPC shares on the Thursday, 30 October
JSE in order to be recorded in the
register of members of PPC to vote
at the Scheme meeting on (note 2)
Record date for the Scheme meeting Thursday, 6 November
on
Last day for receipt of proxies in Friday, 7 November
respect of the general meeting by
09:00 on
Last day for receipt of proxies in Friday, 7 November
respect of the Scheme meeting by
09:30 on (notes 3 and 4)
General meeting of shareholders at Tuesday, 11 November
09:00 on
Scheme meeting to be held at 09:30 Tuesday, 11 November
or ten minutes after the conclusion
or adjournment of the general
meeting, whichever is the later, on
Results of general meeting and Tuesday, 11 November
Scheme meeting released on SENS on
or about
Results of general meeting and Wednesday, 12 November
Scheme meeting published in the
press on or about
Court hearing to sanction the Tuesday, 25 November
Scheme on
IF THE SCHEME IS SANCTIONED AND
IMPLEMENTED:
Announcement on SENS regarding the Tuesday, 25 November
sanctioning of the Scheme on or
about
Announcement in the press regarding Wednesday, 26 November
the sanctioning of the Scheme on or
about
Expected last day to trade in PPC Friday, 5 December
shares on the JSE in order for PPC
shareholders to be eligible to
receive the Scheme Consideration on
Expected first day to trade in PPC Monday, 8 December
shares on the JSE ex-entitlement to
the Scheme Consideration under a
new ISIN on
Expected last day to submit form of Friday, 12 December
surrender at 12:00 on
Expected Record Date, being the Friday, 12 December
date on which PPC shareholders must
be recorded on the register of
members of PPC in order to be
Scheme Participants and so become
entitled to receive the Scheme
Consideration, at 17:00 on
Expected operative date of the Monday, 15 December
Scheme, at the commencement of
trading on the JSE on
The Scheme Consideration is Monday, 15 December
expected to be transferred or
posted (as the case may be), and
new share certificates expected to
be posted to Scheme Participants
whose documents of title are
received by the transfer
secretaries before 12:00 on the
Record Date on or about
Or
failing receipt of documents of
title before 12:00 on the Record
Date, within five business days of
receipt thereof by the transfer
secretaries
The Scheme Consideration is Monday, 15 December
expected to be credited to the
dematerialised Scheme Participants`
accounts held at their CSDP or
broker and share balances updated
on
Notes:
1. The abovementioned times and dates are South African times and dates, and
are subject to change. Any such change will be published on SENS and in the
press.
2. Shareholders are advised that as trading in shares on the JSE is settled
within the Strate environment five business days following the trade,
shareholders acquiring dematerialised shares after Thursday, 30 October
2008 will not be eligible to vote at the Scheme meeting.
3. If a form of proxy for the Scheme meeting is not received by the time and
date shown above, it may be handed to the chairperson of the Scheme meeting
by no later than ten minutes before the Scheme meeting is due to commence.
4. If the date of the general meeting is adjourned or postponed, forms of
proxy must be received by no later than 48 hours prior to the time of the
adjourned or postponed general meeting, provided that for the purposes of
calculating the latest time by which forms of proxy must be received,
Saturdays, Sundays and public holidays will be excluded.
5. If the date of the Scheme meeting is adjourned or postponed, forms of proxy
must be received by no later than 48 hours prior to the time of the
adjourned or postponed Scheme meeting, provided that for the purposes of
calculating the latest time by which forms of proxy must be received,
Saturdays, Sundays and public holidays will be excluded.
6. Shareholders may not dematerialise or rematerialise their shares between
Friday, 5 December 2008 and Friday, 12 December 2008, both days inclusive.
12. OPINIONS AND RECOMMENDATIONS
PPC has structured the broad-based black ownership initiative in order to ensure
that it is in line with its BBBEE strategy, as well as the Mining Charter, the
Codes and the BBBEE Act. The PPC board is mindful of the fact that a failure by
PPC to implement its BBBEE strategy will have negative consequences for the
business of PPC.
Taking the above factors into account, the PPC board is of the unanimous opinion
that the terms and conditions of the broad-based black ownership initiative will
be to the long-term benefit of PPC`s shareholders. Accordingly, the PPC board
recommends that PPC shareholders vote in favour of the resolutions to be
proposed at the general meeting and the Scheme.
The black directors of PPC have recused themselves in respect of those aspects
of the broad-based black ownership initiative in which they have a direct or
indirect interest.
In respect of their personal holdings in the share capital of PPC, the PPC board
members intend to vote in favour of the resolutions to be proposed at the
general meeting and the Scheme.
13. FURTHER IMPORTANT DETAILS
A circular setting out the full details of the broad-based black ownership
initiative, and the general and scheme meetings required to implement it, will
be posted to PPC shareholders on or about Thursday, 16 October 2008.
Johannesburg
28 August 2008
Investment Bank, debt adviser and transaction sponsor
The Standard Bank of South Africa Limited
Legal advisers to PPC
Bowman Gilfillan Inc.
Reporting accountants and auditors
Deloitte & Touche
Sponsor to PPC
Merrill Lynch South Africa (Proprietary) Limited
Mandated lead arranger and underwriter
The Standard Bank of South Africa Limited
Legal advisers to Standard Bank
Edward Nathan Sonnenbergs Inc.
Financial advisers to the SBPs
Deutsche Securities (SA) (Proprietary) Limited
Legal advisers to the SBPs
Werksmans Inc.
Date: 28/08/2008 07:05:01 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.
