Subscription By Tiso Consortium For 5% Of The Issu
Kumba Resources Limited TisoCapital (Proprietary) Limited
(Incorporated in the Republic (Incorporated in the Republic of
of South Africa) South Africa)
Share code: KMB ISIN : ZAE (Registration number
4034310 1999/010875/07)
(Registration number ("Tiso")
2000/011076/06)
("Kumba")
Subscription by Tiso Consortium for 5% of the issued share capital of Kumba
Introduction
Further to the announcement published on 30 November 2001, regarding the
conclusion of an Anchor Empowerment Agreement (the "Agreement") between
Kumba and the Tiso Consortium, a broad based empowerment grouping led by
Tiso, the Boards of Directors of Kumba and Tiso are pleased to announce that
the Tiso Consortium has exercised its option in terms of the Agreement and
has subscribed for 14 141 085 ordinary shares in Kumba (the "Kumba shares")
representing 5% of the entire issued ordinary share capital of Kumba (the
"subscription").
Details of the subscription
The Kumba shares have been issued to Newmillen 122 Investments (Proprietary)
Limited ("Newmillen"), a special purpose company, the entire issued share
capital of which is held by the Tiso Consortium, on the following terms:
- The aggregate subscription price was R392 626 998,00, equal to R27,76 per
Kumba share, representing a discount of 10% in respect of the weighted
average traded price of Kumba's shares on the JSE over the 30 business days
prior to the date upon which the option to subscribe for the Kumba shares
was exercised by the Tiso Consortium and the issue price was determined,
being Thursday, 10 January 2002;
- The Kumba shares issued to Newmillen will rank pari passu in all respects
with the existing ordinary shares in the issued share capital of Kumba;
- The Kumba shares will be listed with effect from Tuesday, 15 January 2002.
Financial effects
The effect of the subscription on the pro forma net asset value and earnings
of Kumba as at 30 June 2001, is as follows:
Note Before the Post the %
s subscription subscription Increase
and issue and issue
Net asset value per 1 1155c 1233c 6,7
Kumba share
Headline earnings 2,3 181c 183c 1,4
per Kumba share
Earnings per Kumba 2,3 137c 142c 3,3
share
Notes:
1. Based on the pro-forma Balance Sheet as at 1 July 2001, including the
full effects resulting from the restructuring and unbundling of Iscor
Limited ("Iscor") and the issue of 10 million ordinary shares in Kumba to
the Industrial Development Corporation of South Africa Limited in connection
with the acquisition of the mining assets and businesses of Iscor, as set
out in the Pre-listing statement dated 29 October 2001, and 282 million
Kumba shares in issue.
2. Based on the historic financial information relating to Kumba for the
year ended 30 June 2001 as set out in the Pre-listing statement dated 29
October 2001.
3. The interest rate effect of the receipt of the subscription price was
calculated for the year based on an interest rate of 12% per annum on
borrowings.
Pretoria
15 January 2002
Financial adviser and sponsor to Kumba: JP Morgan Chase Bank
Corporate law advisers and consultants to Kumba: Edward Nathan & Friedland
(Proprietary) Limited
Merchant bank to Tiso Consortium: Investec Corporate Finance
Corporate law advisers and consultants to Tiso Consortium: Moss Morris Inc.
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