| Fri 19 Feb 2010, 8:04 | | AMS / AMSN - Anglo Platinum Limited - Rights Offer Finalisation Announcement |
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AMS
ANANP
AMS / AMSN - Anglo Platinum Limited - Rights Offer Finalisation Announcement
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE UNITED KINGDOM, CANADA
OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
UNLAWFUL.
Anglo Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022452/06)
Share code: AMS ISIN: ZAE000013181
Share code: AMSN ISIN: ZAE000143962
("Anglo Platinum" or "the Company")
RIGHTS OFFER FINALISATION ANNOUNCEMENT
1. Introduction
Shareholders are referred to the terms announcement released on the Securities
Exchange News Service ("SENS") of the JSE Limited ("JSE") on 8 February 2010 and
in the press on 9 February 2010 wherein Anglo Platinum announced the raising of
R12.5 billion by way of an underwritten rights offer of 24 891 473 new ordinary
shares of 10 cents each ("Rights Offer Shares") to qualifying Anglo Platinum
ordinary shareholders and Anglo Platinum `A` ordinary shareholders and their
renouncees, that are eligible to participate ("Shareholders"), at a subscription
price of R502.18 per Rights Offer Share in the ratio of 10.3823 new Rights Offer
Shares for every 100 Anglo Platinum ordinary shares or Anglo Platinum `A`
ordinary shares (collectively "Shares") held on the record date (the "Rights
Offer").
2. Conditions precedent
All conditions precedent to the Rights Offer have now been fulfilled:
- approval has been obtained from the JSE for the Rights Offer circular and
for the listings of the letters of allocation and the Rights Offer Shares; and
- the necessary approvals and registrations have been obtained from the
Registrar of Companies at the Companies and Intellectual Property Registration
Office.
The JSE has approved the Underwriting Agreement between Anglo Platinum and Anglo
South Africa Capital (Proprietary) Limited.
The Rights Offer will accordingly proceed in terms of the timetable set out
below.
3. Salient dates and times
The salient dates and times in respect of the Rights Offer are set out below:
2010
Last day to trade in Shares in order to Friday, 26 February
settle trades by the record date for the
Rights Offer and to qualify to
participate in the Rights Offer (cum
rights) on
Listing and trading of letters of Monday, 1 March
allocation on the JSE while Shares trade
ex-rights which trade commences at 09:00
on
Record date for the Rights Offer for Friday, 5 March
purposes of determining Shareholders
entitled to participate in the Rights
Offer at the close of business on
Rights Offer circular posted to Monday, 8 March
Shareholders on
Rights Offer opens at 09:00 on Monday, 8 March
Dematerialised Shareholders will have Monday, 8 March
their accounts at their CSDP or broker
automatically credited with their
letters of allocation on
Certificated Shareholders will have Monday, 8 March
their letters of allocation credited to
an electronic register at the transfer
secretaries on
Last day for overseas Shareholders to Tuesday, 16 March
provide proof that they are qualifying
overseas Shareholders in order to avoid
potential sale of their rights on
Last day to trade in letters of Thursday, 18 March
allocation in order to settle trades by
the close of the Rights Offer and
participate in the Rights Offer at the
close of business on
Underwriting agreement becomes Thursday, 18 March
unconditional at 16:30 on (see note 6)
Listing of the maximum number and Friday, 19 March
trading of Rights Offer Shares on the
JSE commences at 09:00 on
Record date for letters of allocation Friday, 26 March
Rights Offer closes at 12:00 and payment Friday, 26 March
to be made and forms of instruction
lodged by
certificated Shareholders with the
transfer
secretaries by 12:00 on
CSDP/Broker accounts credited with Monday, 29 March
Rights Offer Shares and debited with any
payments due in respect of
dematerialised Rights Offer Shares on
Rights Offer Share certificates posted Monday, 29 March
to certificated Shareholders on or about
Results of Rights Offer and basis of Monday, 29 March
allocations of excess Rights Offer
Shares released on SENS on
Results of Rights Offer and basis of Tuesday, 30 March
allocations of excess Rights Offer
Shares published in the press on
CSDP/Broker accounts credited with Wednesday, 31 March
excess Rights Offer Shares and debited
with any payments due in respect of
dematerialised excess Rights Offer
Shares on
Excess Rights Offer Share certificates Wednesday, 31 March
posted to certificated Shareholders on
or about
Refund cheques posted to certificated Wednesday, 31 March
Shareholders in respect of excess
applications, if applicable, on or about
Notes:
1. All times referred to are local times in South Africa.
2. Dematerialised Shareholders are required to inform their CSDP or broker of
their instructions in terms of the Rights Offer in the manner and time
stipulated in the agreement governing the relationship between the Shareholder
and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 1 March 2010 and Friday, 5 March 2010, both days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated Shareholders will have
their rights credited to an account at Computershare Nominees.
5. CSDPs effect payment in respect of dematerialised Shareholders on a
delivery versus payment method.
6. In the unlikely event that the Underwriting Agreement is terminated,
Shareholders who have taken up their rights will be allowed to withdraw such
acceptance subject to the conditions set out in the Rights Offer circular.
7. If you have any queries on the procedure for acceptance and payment, you
should contact the Shareholder Helpline on 086 110 0914 (toll free in South
Africa) or +27 11 870 8230 (from outside South Africa) between 08:00 and 16:30
(South African time) Monday to Friday (except public holidays). Please note that
for legal reasons, the Shareholder Helpline is only able to provide information
contained in the Rights Offer circular and information relating to Anglo
Platinum`s register of members and is unable to give advice on the merits of the
Rights Offer, or provide financial, tax or investment advice.
4. Jurisdiction
The distribution of this announcement and the Rights Offer circular, the Rights
Offer, the form of instruction and the transfer of the Rights Offer Shares
and/or the rights to subscribe for the Rights Offer Shares in jurisdictions
other than South Africa may be restricted by law. It is the responsibility of
any person outside South Africa (including, without limitation, nominees, agents
and trustees for such persons) receiving the Rights Offer circular and wishing
to take up rights under the Rights Offer, to satisfy himself as to full
observance of the applicable laws of any relevant territory, including obtaining
any requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such
territories. Any failure to comply with any of those restrictions may constitute
a violation of the laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities in the United States. The securities
have not been and will not be registered under the US Securities Act of 1933
(the "Securities Act") or the securities laws of any state or any other
jurisdiction of the United States. Consequently, they may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. There will be no public offer
of securities in the United States, the United Kingdom, Australia, Canada or
Japan.
Johannesburg
19 February 2010
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisor to the Company
DENEYS REITZ ATTORNEYS
Legal advisor to the Underwriter
WEBBER WENTZEL ATTORNEYS
Sponsor
MERRILL LYNCH
A subsidiary of Bank of America Corporation
Reporting accountants
DELOITTE
Deloitte & Touche
Registered Auditors
Date: 19/02/2010 08:04:32 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.
