| Thu 22 Apr 2004, 8:02 | | Finalisation Information Relating To The Rights Of |
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Anglo American Platinum - Finalisation Information Relating To The Rights Offer
Of 40 000 000 Convertible Perpetual Cumulative Preference Shares
Anglo American Platinum Corporation Limited
Incorporated in the Republic of South Africa
Registration number 1946/022452/06
Share code: AMS
ISIN: ZAE000013181
("Anglo Platinum" or "the Company")
This notice is not for distribution, directly or indirectly, in or into the
United States, Canada, Australia or the Republic of Ireland. The right to
subscribe for shares in jurisdictions other than the Republic of South Africa
may be restricted by law and a failure to comply with any of those restrictions
may constitute a violation of the securities laws of any such jurisdictions. The
rights offer will not be made, directly or indirectly in the United Kingdom, the
United States, Canada, Australia or the Republic of Ireland, unless certain
exemptions from the requirements of those jurisdictions are applicable.
This notice is not an offer of securities for sale in the United States. The
letters of allocation and the preference shares have not been and will not be
registered under the US Securities Act of 1933 or with any securities regulation
agency of any state or jurisdiction of the United States and, subject to certain
exceptions, may not be offered or sold in the United States. No public offer of
securities will be made in the United States.
In relation to the United Kingdom, this announcement is being distributed only
to, and is directed at (a) persons who have professional experience in matters
relating to investments who fall within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (b) high
net worth entities, and other persons to whom it may otherwise lawfully be
communicated, falling within Article 49(1) of the Order (all such persons
together being referred to as "relevant persons"). The securities, which are the
subject of the rights offer, are available only to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such securities will be
available only to or will be engaged only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document
or any of its contents. Persons distributing this announcement must satisfy
themselves that it is lawful to do so.
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER OF
40 000 000 CONVERTIBLE PERPETUAL CUMULATIVE PREFERENCE SHARES
1.Introduction
It was announced on Thursday, 15 April 2004 that the directors of the Company
had resolved to proceed with a rights offer of 40 000 000 convertible perpetual
cumulative preference shares ("preference shares") to shareholders of the
Company ("the rights offer"), recorded as such in the register of members of the
Company at the close of business on Friday, 7 May 2004 ("the record date").
2.The purpose of the rights offer
The purpose of the rights offer is to raise R4 billion (before expenses) to
strengthen the balance sheet of the Company. This will ensure an appropriate
combination of debt and equity for the Company and will allow it to raise
further debt for expansion and replacement projects.
3.Salient terms of the rights offer
Number of preference shares to be offered: 40 000 000.
Ratio of entitlement: 18.4249 preference shares for
every 100 ordinary shares held on
the record date.
Issue date: Monday, 31 May 2004.
Final conversion date: The fifth anniversary of the
issue date.
Issue price per preference share: R100.
Preference dividend: If declared, 6 monthly,
calculated in arrears.
Dividend periods: The six-monthly periods up to
31 May and 30 November of each
year.
Dividend rate: 6,38% for every dividend period
from 31 May 2004 to 31 May 2009.
72.5% of the prime rate per annum
for each dividend period from the
final conversion date onwards,
unless the Company has called the
preference shares.
Conversion: The preference shares are
convertible into ordinary shares,
at the election of the holder,
for a five-year period from
31 May 2004 to the day prior to
the final conversion date.
The number of ordinary shares
received upon conversion will be
determined in accordance with the
following formula:
Number of ordinary shares to be
received = number of preference
shares held x (R100/the
conversion price).
Conversion price: The four-day volume weighted
average price per ordinary share
up to and including the business
day prior to Friday, 21 May 2004,
plus a 30% premium thereon.
Conversion date: Any business day before the final
conversion date which is not less
than 12 business days or more
than 60 calendar days after the
date of receipt of the conversion
notice by the Company; provided
such date is not within the
period on or after the
finalisation date up to and
including the record date of a
corporate action.
Company"s call option and additional The preference shares are
call option: callable by the
Company (to the extent that
conversion has not taken place)
on the fifth anniversary of the
issue date, or on every dividend
date (semi-annually) thereafter.
Such call option may be exercised
through a redemption or
acquisition of preference shares.
The proceeds payable by the
Company shall be no less than the
aggregate of the issue price,
declared but unpaid dividends and
all cumulative preference
dividends not yet declared up to
the day on which the call option
is exercised.
Perpetual: If any preference shares are not
converted or called, such
remaining preference shares shall
continue to exist as preference
shares in perpetuity.
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.
4.Listing on the JSE Securities Exchange South Africa ("JSE")
The JSE has granted listings for:
- the 40 000 000 renounceable (nil paid) letters of allocation (JSE code AMSN,
ISIN ZAE000054458) to be issued pursuant to the rights offer from 09:00 on
Monday, 3 May 2004 until the close of business on Friday, 21 May 2004; and
- 40 000 000 preference shares (JSE code AMSP, ISIN ZAE000054474) from 09:00 on
Monday, 24 May 2004.
5.Conditions precedent
All the conditions precedent to the rights offer have been fulfilled.
6.Irrevocable undertaking and underwriting
The Company has received an irrevocable undertaking from Anglo South Africa
Capital (Proprietary) Limited ("ASAC") to subscribe for or procure subscriptions
for all the preference shares to which it is entitled as a shareholder in the
Company. This irrevocable undertaking relates to approximately 74.2% of the
issued ordinary shares of Anglo Platinum.
The Company, ASAC and The Standard Bank of South Africa ("Standard Bank") have
entered into an underwriting agreement, dated 5 April 2004, in terms of which
Standard Bank and ASAC will jointly underwrite the rights offer, by subscribing
equally for the preference shares that are not taken up pursuant to the rights
offer.
7.Salient dates and times
The salient dates and times for the rights offer are set out below.2004
Last day to trade in ordinary shares in order to
settle by the record date and to qualify to participate
in the rights offer (cum rights) on Friday, 30 April
Ordinary shares commence trading ex-rights at 09:00 on Monday, 3 May
Listing of and commencement of trading in the letters
of allocation on the JSE at 09:00 on Monday, 3 May
Record date for purposes of determining the shareholders
entitled to participate in the rights offer at the close
of business on Friday, 7 May
Rights offer opens at 09:00 on Monday, 10 May
Holders of dematerialised shares will have their safe
custody accounts at their CSDP or broker automatically
credited with their entitlement on Monday, 10 May
Holders of certificated shares will have their entitlements
credited to an electronic register at the transfer
secretaries on Monday, 10 May
Circular and form of instruction posted to applicable
shareholders on Monday, 10 May
Last day to trade in letters of allocation in order to
settle by record date and participate in the rights
offer at the close of business on Friday, 21 May
Determination and announcement of conversion price on
SENS at 12:00 on Friday, 21 May
Listing of letters of allocation suspended at 09:00 on Monday, 24 May
Listing of preference shares on the JSE at 09:00 on Monday, 24 May
Rights offer closes at 14:30 and payment to be made
and form of instruction lodged by holders of
certificated shares by that time on (see note 2) Friday, 28 May
Record date for letters of allocation on Friday, 28 May
Results of rights offer announced on SENS on Monday, 31 May
Preference share certificates in terms of the rights
offer posted to holders of certificated shares on Monday, 31 May
Refund cheques, if applicable, posted to holders of
certificated shares in respect of unsuccessful excess
applications on or about Monday, 31 May
CSDP/broker accounts credited with preference shares
and debited with any payments due in respect of holders
of dematerialised shares on Monday, 31 May
Results of rights offer published in the press on or about Tuesday, 1 June
Notes:
1.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 in this announcement
are local times in the Republic of South Africa.
2.Holders of dematerialised shares 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 the CSDP or broker.
3.Share certificates may not be dematerialised or rematerialised between
Monday,3 May 2004 and Friday, 7 May 2004, both days inclusive.
4.CSDPs effect payment in respect of holders of dematerialised shares on a
delivery versus payment method.
8.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.
9.Documentation
A circular, providing full details of the rights offer, will be posted to
shareholders on Monday,
10 May 2004. Copies of the circular, in English, will be available for
inspection from Thursday,
29 April 2004 during normal business hours (Saturdays, Sundays and public
holidays excepted) at the registered office of the Company, 55 Marshall Street,
Johannesburg and will be available in electronic form on the Company website
(www.angloplatinum.com) from the same date.
10.General
This announcement does not constitute an offer of, or the solicitation of an
offer to subscribe for or buy any letters of allocation or preference shares to
any person in any jurisdiction to whom or in which such offer or solicitation is
unlawful.
Johannesburg
22 April 2004
Investment bank and joint underwriter
Standard Bank
Legal adviser to Anglo Platinum
Deneys Reitz Inc.
Reg. No. 1984/003385/21
Sponsor
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Legal adviser to the investment bank
and joint underwriter
Brink Cohen Le Roux Inc Attorneys
(Registration number 1993/004501/21)
Joint underwriter
Anglo South Africa Capital (Proprietary) Limited
A member of the Anglo American plc group
Independent reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Standard Bank and Merrill Lynch are acting for Anglo Platinum and no one else in
connection with the rights offer and will not be responsible to any other person
for providing the protections afforded to clients of Standard Bank or Merrill
Lynch or for providing advice with respect to the rights offer.
Date: 22/04/2004 07:14:08 AM Produced by the JSE SENS Department
