| Wed 29 Feb 2012, 17:00 | | EHS - Evraz Highveld Steel and Vanadium Limited - Joint announcement |
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EHS
EHS
EHS - Evraz Highveld Steel and Vanadium Limited - Joint announcement
regarding the fulfilment of the conditions precedent to the Black Economic
Empowerment transaction in respect of the Mapochs Mine
Evraz Highveld Steel and Vanadium Limited
(Incorporated in the Republic of South Africa)
(Registration number 1960/001900/06)
JSE share code: EHS
ISIN: ZAE000146171
("Evraz Highveld" or "the Company")
Umnotho weSizwe Group
Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/014260/07)
("Umnotho weSizwe")
JOINT ANNOUNCEMENT REGARDING THE FULFILMENT OF THE CONDITIONS PRECEDENT TO
THE BLACK ECONOMIC EMPOWERMENT TRANSACTION IN RESPECT OF THE MAPOCHS MINE
INTRODUCTION
Evraz Highveld (previously Highveld Steel and Vanadium Corporation Limited)
and Umnotho weSizwe ("the Parties") announced a 26% Black Economic
Empowerment ("BEE") transaction in relation to the Mapochs Mine ("BEE
Transaction") on 09 April 2009 and, on 31 January 2011, advised shareholders
that a key condition precedent thereto, relating to the grant of conversion
of its old order mining right in respect of its Mapochs Mine into a new
order mining right in terms of the Mineral and Petroleum Resources
Development Act 28 of 2002, had been fulfilled.
FULFILMENT OF THE CONDITIONS PRECEDENT
The Parties are pleased to announce that the final conditions precedent to
the BEE Transaction were fulfilled by, amongst other others, the Department
of Mineral Resources ("DMR") approving the transfer of the converted new
order right to Mapochs Mine Proprietary Limited, and such transfer being
registered in the Mineral and Petroleum Titles Registration Office.
The BEE Transaction has accordingly become unconditional in accordance with
its terms, and the effective date of the transfer of the Mapochs Mine into
Mapochs Mine Proprietary Limited, which will be owned as to 23% by Umnotho
weSizwe and as to 3% by a community trust, is anticipated to be 29 February
2012.
In addition, it is being advised that as a result of Mapochs Mine becoming a
subsidiary of the Company, the Company confirms that the Memorandum of
Incorporation of Mapochs Mine Proprietary Limited will be amended to conform
with Schedule 10 of the Listings Requirements of the JSE Limited and save as
disclosed, it is confirmed that there is no other significant change
affecting any matter contained in the previous announcement.
ADJUSTMENT OF THE PURCHASE PRICE
The BEE Transaction was concluded at a value of US$59.8 million. According
to the Sale of Business Agreement, the effective date of the BEE Transaction
was to be the later of 1 July 2010 and the last business day of the calendar
month in which the conditions precedent were fulfilled. If the effective
date of the BEE Transaction were to be later than 1 July 2010, the purchase
consideration would be appropriately adjusted for all Mapochs Mine business
profits distributed to Evraz Highveld from 1 July 2010 until the effective
date.
With the effective date of the BEE Transaction now having been determined to
be 29 February 2012, the purchase price payable is subject to adjustment in
accordance with the terms and conditions of the Sale of Business Agreement.
The remaining terms and conditions of the BEE Transaction remain unchanged.
APPLICATION OF PROCEEDS
Possible uses of the proceeds of the BEE Transaction will be considered by
the board of directors of Evraz Highveld in due course.
PRO FORMA FINANCIAL EFFECTS
Shareholders are advised that, as a result of the purchase price adjustment
required in terms of the Sale of Business Agreement, there has been no
significant change (ie. 3% or more) to the pro forma financial effects
previously published.
eMalahleni
29 February 2012
Investment bank, transaction advisor and transaction sponsor to Evraz
Highveld
The Standard Bank of South Africa Limited
Attorneys to Evraz Highveld
Webber Wentzel
Sponsor to Evraz Highveld
JP Morgan
Attorneys to Umnotho
DM5 Inc
Date: 29/02/2012 17:00:05 Produced by the JSE SENS Department.
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