| Fri 6 Aug 2010, 15:00 | | AMS - Anglo Platinum Limited - An offer for subscription of ordinary shares |
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AMS
ANANP
AMS - Anglo Platinum Limited - An offer for subscription of ordinary shares
in Anglo Platinum to former preference shareholders whose preference shares
were redeemed on 30 November 2009 ("Offer")
Anglo Platinum Limited
Incorporated in the Republic of South Africa
(Registration number: 1946/022452/06)
Share Code for shares: AMS
ISIN: ZAE000013181
("Anglo Platinum" or "the Company")
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.
An offer for subscription of ordinary shares in Anglo Platinum to former
preference shareholders whose preference shares were redeemed on 30 November
2009 ("Offer")
1. Introduction and rationale for the Offer
On 31 May 2004, Anglo Platinum issued 40 million Preference Shares
("Preference Shares") in terms of a circular dated 10 May 2004. The
Preference Shares were convertible into Anglo Platinum ordinary shares
("Ordinary Shares") at certain dates over a period of five years from
the date of issue. The final conversion date of the Preference Shares
was 31 May 2009 ("Final Conversion Date"). All Preference Shares not
converted by 31 May 2009 were redeemed for cash on the redemption date,
being 30 November 2009 ("Redemption Date").
The Board acknowledges the fact that certain former preference
shareholders of Anglo Platinum whose preference shares were redeemed on
the Redemption Date ("Offerees") missed the opportunity to convert their
Preference Shares to Ordinary Shares prior to the Final Conversion Date.
In recognition of the loyal support of shareholders over the years,
Anglo Platinum has decided to accommodate such Offerees by making the
Offer to them to subscribe for the number of Ordinary Shares they would
have been entitled to on the Redemption Date, had they converted their
Preference Shares to Ordinary Shares as adjusted per a formula
("Formula") which is set out in the circular to be posted to Offerees on
or about 10 August 2010 ("Circular").
The JSE Limited ("JSE") has confirmed its support for the Offer which
the Company is making to the Offerees.
2. Details of the Offer
2.1 Mechanics of the Offer
2.1.1 Anglo Platinum is offering to Offerees the right to subscribe
for 0.2271 new Ordinary Shares ("New Ordinary Shares") for
each Preference Share held on the Redemption Date. The offer
ratio has been calculated in accordance with the Formula and
represents the number of New Ordinary Shares an Offeree would
have been entitled to had the Offeree elected to convert all
of the Preference Shares held on the Redemption Date to
Ordinary Shares, adjusted to take into account:
- the impact of the rights offer to ordinary shareholders
registered as such at the close of business on Friday, 5 March
2010; and
- the funds an Offeree received on the redemption of the
Preference Shares including the notional interest earned
thereon.
2.1.2 Offerees (other than Offerees in the United States) shall be
deemed to have accepted the Offer unless they notify their
CSDPs or brokers, in the case of dematerialised Offerees, and
the transfer secretaries, in the case of certificated
Offerees, that they cannot or do not wish to accept the Offer
by no later than 12:00 on Wednesday, 25 August 2010.
2.1.3 Offerees in the United States shall be deemed to be ineligible
to participate in the Offer unless they give notification to
their CSDPs or brokers, in the case of dematerialised
Offerees, and the transfer secretaries, in the case of
certificated Offerees, by no later than 12:00 on Wednesday, 25
August 2010 that they are "qualified institutional buyers" (as
defined in the US Securities Act of 1933) and return an
investor letter, which letter can be obtained from such
Offeree`s CSDP/broker or transfer secretaries, as the case may
be.
2.2 Fractional entitlements
2.2.1 The allocation of New Ordinary Shares will be such that
Offerees will not be allocated a fraction of a New Ordinary
Share and as such any holding giving rise to a fraction of:
- less than one half of a New Ordinary Share will be rounded
down to the nearest whole number; and
- equal to or greater than one half of a New Ordinary Share will
be rounded up to the nearest whole number.
2.3 Settlement procedure
2.3.1 Dematerialised Offerees
Dematerialised Offerees who held their Preference Shares in
dematerialised format will have their New Ordinary Shares
issued pursuant to the Offer credited to their account held by
their CSDP or broker.
2.3.2 Certificated Offerees
Certificated Offerees who held their Preference Shares in
certificated format will have their share certificates in
respect of their New Ordinary Shares posted to them, by
registered mail, at the address cited on the register for such
Offeree at the Redemption Date, unless they advise the
transfer secretaries of an updated address to which their
share certificates must be posted, which notification must be
received by no later than 12:00 on Wednesday, 25 August 2010.
2.4 JSE listings
The JSE has granted a listing on Monday 30 August 2010 for 189 910 New
Ordinary Shares which will be issued pursuant to the Offer.
3. Salient dates
The salient dates in respect of the Offer are as follows:
2010
Last day for Offerees to notify their CSDP or Wednesday, 25 August
brokers, in the case of dematerialised Offerees, or
the transfer secretaries, in the case of
certificated Offerees, that they cannot or do not
wish to accept the Offer by 12:00 on
Last day for non-resident Offerees to notify their Wednesday, 25 August
CSDPs or brokers, in the case of dematerialised
Offerees, or the transfer secretaries, in the case
of certificated Offerees, of their ineligibility to
participate in the Offer by 12:00 on
Listing and trading of the New Ordinary Shares on Monday, 30 August
the JSE commences at 09:00 on
Dematerialised Offerees` CSDP/broker accounts Monday 30 August
credited with New Ordinary Shares on
Certificates in respect of New Ordinary Shares Monday, 30 August
posted to certificated Offerees on
4. Documentation
A Circular containing full details of the Offer will be posted to
Offerees on or about 10 August 2010.
Johannesburg
6 August 2010
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Deneys Reitz, Inc.
The distribution of this announcement in jurisdictions other than South
Africa may be restricted by law. It is the responsibility of any persons
outside South Africa (including, without limitation, nominees, agents and
trustees for such persons) receiving the circular and/or wishing to accept
the Offer, to satisfy themselves 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 New Ordinary Shares in the United
States. The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") and, subject to
certain exceptions, may not be offered or sold, directly or indirectly,
within the United States. There will be no public offer in the United States.
In addition, the New Ordinary Shares will not be registered under the
securities laws of the United Kingdom and may not be offered or sold directly
or indirectly, within the United Kingdom except pursuant to an applicable
exemption from and in compliance with applicable securities laws. The Offer
is only addressed to and is directed at fewer than 100 natural or legal
persons in the European Economic Area per relevant member state (other than
qualified investors as defined in the Prospectus Directive). Neither this
document nor the circular has been delivered for approval to the Financial
Services Authority in the United Kingdom and no prospectus has been published
or is intended to be published in respect of the New Ordinary Shares.
Date: 06/08/2010 15:00:04 Produced by the JSE SENS Department.
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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.
