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Palabora Mining - Finalisation Information Relating To The Rights Offer
Release Date: 07/08/2003 17:25:02 Code(s): PAM
Palabora Mining - Finalisation Information Relating To The Rights Offer
PALABORA MINING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1956/002134/06)
Share code: PAM
ISIN: ZAE000005245
("the company")
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER
1. Introduction
It was announced on 29 July 2003 that the directors of the company had resolved
to proceed with a rights offer of 849 465 floating rate partially subordinated
unsecured redeemable convertible debentures ("convertible debentures") to its
shareholders based on their shareholdings at the close of business on Friday, 22
August 2003 ("the record date").
2. Results of general meeting
The directors announce that, at the general meeting of shareholders held on 16
July 2003, the special resolutions to:
amend the company"s Articles of Association to cater for the issue of
convertible securities; and
increase the authorised share capital of the company,
were passed by the requisite majority. The special resolutions have been
registered by the Registrar of Companies.
3. The purpose of the rights offer
The purpose of the rights offer is to raise approximately R849 million (before
expenses), which will be utilised to service existing debt commitments as well
as to allow completion of the underground project and other fixed capital
commitments, including enhancements to various plants.
4. Salient terms of the rights offer
Number of convertible 849 465
debentures to be offered:
Ratio of entitlement: 3 convertible debentures for
every 100 ordinary shares
held on the record date.
Rights offer price per R1 000
convertible debenture:
Interest payments: Semi-annual interest payments
in arrears fixed for each six
months at JIBAR plus 5%.
Final maturity date: Monday, 18 September 2006.
Conversion: Convertible into 33,33333
ordinary shares per
convertible debenture after
the second anniversary of the
issue date but before the
final maturity date at the
option of the debenture
holder provided that no
redemption notice has been
issued.
Redemption: Redeemable at par in whole
(to the extent that
conversion has not taken
place) but not in part at the
option of the company at any
time after the first
anniversary of issue. The
company shall fully redeem at
par all outstanding
convertible debentures on the
final maturity date.
Shareholders of the company holding less than 100 ordinary shares on the record
date will be entitled to participate in the rights offer in terms of a table of
entitlement to be included in the rights offer circular to be sent to
shareholders.
5. Listing on the JSE Securities Exchange South Africa ("JSE")
The JSE has granted listings for:
the 849 465 renounceable (nil paid) letters of allocation (JSE code PAMN, ISIN
ZAE000048625) to be issued pursuant to the rights offer from the commencement of
business on Monday, 18 August 2003 until the close of business on Friday, 5
September 2003; and
849 465 convertible debentures (JSE code PAMD, ISIN ZAE000048633) from the
commencement of business on Monday, 8 September 2003.
6. Conditions precedent
All the conditions precedent to the rights offer have been fulfilled.
7. Underwriting
The rights offer has been underwritten by the company"s major beneficial
shareholder, Rio Tinto plc and sub-underwritten in respect of 36,79% of the
total underwriting commitment by Anglo American plc, through their nominated
subsidiaries.
8. Salient dates and times
The salient dates and times for the rights offer are as follows:
2003
Last day to trade in order to settle by the
record date and to qualify to participate in the Friday, 15 August
rights offer (cum rights) on
Ordinary shares commence trading ex-rights on Monday, 18 August
the JSE at the commencement of business on
Monday, 18 August
Listing of and dealing in the letters of
allocation commences at the commencement of
business on
Record date for purposes of determining the
shareholders entitled to participate in the Friday, 22 August
rights offer at the close of business on
Rights offer opens at the commencement of Monday, 25 August
business on
Dematerialised shareholders will have their safe
custody accounts at their CSDP or broker Monday, 25 August
automatically credited with their entitlement on
Certificated shareholders will have their
entitlements credited to a safe custody account Monday, 25 August
at the transfer secretaries on
Circular and form of instruction posted to Monday, 25 August
certificated shareholders recorded on the record
date on
Circular and rights entitlement issued to CSDP Monday, 25 August
or broker of dematerialised shareholders on
Last day for trading in letters of allocation on
the JSE in order to settle by the record date at Friday, 5 September
the close of business on
Listing of convertible debentures on the JSE at Monday, 8 September
the commencement of business on
Rights offer closes at 14:30, payment to be
made and form of instruction lodged by Friday, 12 September
certificated shareholders or their renouncees by
that time on (see note 2) Friday, 12 September
Record date for letters of allocation at the
close of business on
Entitlements in terms of the rights offer Monday, 15 September
available / posted on
Refund cheques, if applicable, posted to
certificated shareholders in respect of Monday, 15 September
unsuccessful excess applications on
CSDP/broker accounts credited with convertible Monday, 15 September
debentures and debited with any payments due on
Results of rights offer announced on SENS on or Monday, 15 September
about
Results of rights offer published in the press Tuesday, 16 September
on or about
Note
s
The above dates and times are subject to change. Any such change will be
announced in the press and on SENS. All times referred to are local
times in the RSA.
Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the rights offer in the manner and
by the time stipulated in the agreement governing the relationship
between the shareholder and his CSDP or broker.
Share certificates may not be dematerialised or rematerialised between
Monday, 18 August 2003 and Friday, 22 August 2003, both days inclusive.
CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
9. Letters of allocation
Letters of allocation can only be traded in dematerialised form and accordingly
the company will issue all letters of allocation in dematerialised form. The
electronic record for certificated shareholders will be maintained by
Computershare Nominees (Proprietary) Limited to afford certificated shareholders
the same rights and opportunities as dematerialised shareholders.
Dematerialised shareholders entitled to participate in the rights offer must
make the necessary arrangements through their CSDP or broker regarding their
acceptance or otherwise of the rights offer in terms of the agreement entered
into between the dematerialised shareholder and the CSDP or broker.
10. Documentation
A circular, giving full details of the rights offer, will be posted to
shareholders on Monday, 25 August 2003.
Copies of the circular, in English, will be available for inspection from
Friday, 15 August 2003 during normal business hours (Saturdays, Sundays and
public holidays excepted) from:
- the registered office of the company, 1 Copper Road, Phalaborwa;
- the office of Barnard Jacobs Mellet Corporate Finance (Pty) Limited, 5 Sturdee
Avenue, Rosebank;
- the office of Standard Corporate and Merchant Bank, 3 Simmonds Street,
Johannesburg;
- the office of Webber Wentzel Bowens, 10 Fricker Road, Illovo Boulevard,
Johannesburg;
- the company"s transfer secretaries, Computershare Limited, Ground Floor, 70
Marshall Street, Johannesburg.
Phalaborwa
7 August 2003
Corporate adviser and sponsor Merchant bank
Barnard Jacobs Mellet Corporate Standard Corporate and Merchant Bank
Finance (Pty) Limited
Legal adviser Independent reporting accountants
Webber Wentzel Bowens PricewaterhouseCoopers Inc
