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THE PLATINUM CONSORTIUM / BARPLATS - UNCONDITIONAL MANDATORY OFFER BY THE
PLATINUM CONSORTIUM TO THE MINORITY SHAREHOLDERS OF BARPLATS
Kleo Platinum Mine Investment Barplats Investments Limited
Holdings (Pty) Limited
(Incorporated in the Republic of (Incorporated in the Republic of South
South Africa) Africa)
(Registration number (Registration number 1987/004830/06)
2004/008043/07) Share code: BPL ISIN: ZAE000028692
acting as nominee for and on (`Barplats` or `the Company`)
behalf of a consortiumu
(`the Platinum Consortium` )
UNCONDITIONAL MANDATORY OFFER BY THE PLATINUM CONSORTIUM TO THE MINORITY
SHAREHOLDERS OF BARPLATS
1. Introduction
1.1 It was announced in the press on 9 March 2004 that Impala Platinum Holdings
Limited (`Impala`), through its wholly owned subsidiary Barplats Holdings
Limited, entered into an agreement to sell, subject to the fulfilment of certain
conditions precedent, its entire shareholding of 185 226 913 ordinary shares in
Barplats, comprising approximately 83.2% of the issued share capital of the
Company (`the Impala disposal`) to the Platinum Consortium for a cash
consideration of R388 976 517.30 (`the disposal consideration`).
1.2 It was also announced in the press on 1 June 2004 that the Competition
Commission approved the Impala disposal and that all conditions relating to the
Impala disposal have been fulfilled.
2. Terms of the offer
The Impala disposal resulted in a change in control in Barplats as defined in
the Securities Regulation Panel Code on Take-overs and Mergers (`SRP Code`) and
accordingly the Platinum Consortium is obliged to make an unconditional
mandatory cash offer to all minority shareholders of Barplats on the same terms
and conditions that were offered to Impala (`the offer`).
The disposal consideration amounted to 210 cents per Barplats share acquired
from Impala and accordingly the Platinum Consortium will offer to acquire all
the Barplats shares not already held by it at an offer price of 210 cents per
share in cash.
3. No intention to compulsorily acquire in terms of section 440K of the
Companies Act, Act 61 of 1973 (`the Companies Act`)
Should the offer be accepted by the minority shareholders in respect of nine-
tenths or more of the shares the subject of the offer (`the offer shares`), the
Platinum Consortium is entitled to invoke the provisions of section 440K of the
Companies Act to compulsorily acquire all the offer shares in respect of which
the offer was not accepted and proceed to delist the Company.
The Platinum Consortium reserves its rights in this regard but has no intention
at present to invoke the provisions of section 440K of the Companies Act and
delist the Company should it obtain acceptances in respect of nine-tenths or
more of the offer shares.
The Platinum Consortium is aware that the Company will not meet the spread
requirements of the JSE Securities Exchange South Africa (`the JSE`) Listings
Requirements pursuant to the offer and will endeavour to rectify this situation
in due course.
4. Financial effects of the offer
The table below sets out the illustrative pro forma financial effects of the
offer on Barplats shareholders assuming that the acquisition had been concluded
for income statement purposes from 1 July 2002 and for balance sheet purposes at
31 December 2003.
Reject Accept
the offer the offer Change
(cents) (cents) %
Market value per share and
cash received 1 190.00 210.00 10.53
30-day volume weighted
average market value per
share and cash received 2 202.71 210.00 3.60
(Loss)/earnings per share 3 (30.00) 15.79 152.64
Headline (loss)/earnings per
share 3 (31.00) 15.79 150.95
Net asset value per share
and cash received 4 36.44 210.00 476.29
Notes:
1. The `Reject the offer` column reflects the closing JSE market value per
Barplats share on 25 July 2003, being the last business day immediately
preceding publication of Barplats` first cautionary announcement. The `Accept
the offer` column shows the consideration to be received per Barplats share.
2. The `Reject the offer` column reflects the 30-day volume weighted average JSE
market value per Barplats share calculated for the 30 days preceding 28 July
2003, being the day of publication of Barplats` first cautionary announcement.
The `Accept the offer` column shows the consideration to be received per
Barplats share.
3. The `Reject the offer` column reflects the audited earnings and headline
earnings per share for the year ended 30 June 2003. The `Accept the offer`
column shows the after tax interest income that a Barplats shareholder would
have earned had the consideration to be received per Barplats share been
invested at an after-tax 12 month fixed deposit compounded interest rate of
7.25% per annum.
4. The `Reject the offer` column reflects the reviewed net asset value per share
at 31 December 2003. The `Accept the offer` column shows the consideration to
be received per Barplats share.
5. Cash confirmation
The Securities Regulation Panel on Takeovers and Mergers has been given
appropriate confirmation (in terms of its requirements) that the Platinum
Consortium has sufficient resources to fulfil its obligations in respect of the
offer in full.
6. Opinions and independent advice
The board of directors of Barplats, in accordance with the SRP Code and good
corporate governance, appointed an independent sub-committee to consider the
terms of the offer and to make a recommendation to the board. The sub-committee
appointed Venmyn Rand (Pty) Limited as technical adviser and Investec Bank
Limited as independent adviser to the Barplats board, to furnish an opinion in
relation to the terms and conditions of the offer.
The opinions of the independent sub-committee, the Barplats board and the
independent adviser will be included in the offer document, which will be posted
to Barplats shareholders as detailed in paragraph 8 hereunder.
7. Salient dates and times
The salient dates and times of the offer will be published in due course.
8. Documentation
The offer document, incorporating the offeree response, will be posted to
minority shareholders of Barplats, as a combined document, on or before 30 June
2004.
9. Withdrawal of cautionary
Shareholders of Barplats are advised that caution is no longer required when
dealing in Barplats shares.
Johannesburg
18 June 2004
Investment Bank and Corporate legal adviser to
corporate adviser to the the offeror
offeror Fluxmans
Nedbank Capital
Independent adviser to Technical Adviser to
the Barplats board of Barplats
directors Venmyn
Investec Corporate
Finance
Corporate legal adviser Sponsor to Barplats
to Barplats Deutsche Securities
Webber Wentzel Bowens
Date: 18/06/2004 04:51:07 PM Produced by the JSE SENS Department
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