| Thu 1 Jul 2004, 12:16 | | Final Increased Cash Offer By The PlatinumConsorti |
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Barplats / Platinum Consortium - Final Increased Cash 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 Africa)
South Africa) (Registration number
(Registration number 1987/004830/06)
2004/008043/07) Share code: BPL ISIN:
acting as nominee for and on ZAE000028692
behalf of a consortium (`Barplats` or `the Company`)
(`the Platinum Consortium` )
FINAL INCREASED CASH OFFER BY THE PLATINUM CONSORTIUM TO THE MINORITY
SHAREHOLDERS OF BARPLATS
1. Introduction
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`).
The Impala disposal resulted in a change in control in Barplats as defined in
the Securities Regulation Panel (`SRP`) Code on Take-overs and Mergers (`SRP
Code`) and accordingly the Platinum Consortium were 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 disposal consideration amounted to 210 cents per Barplats share acquired
from Impala and accordingly the Platinum Consortium announced on 18 June 2004
that it will offer to acquire all the Barplats shares not already held by it
(`the original offer`) at an offer price of 210 cents per share in cash (`the
first offer price`).
The salient dates and times and opinions of the board of directors of Barplats
(`the Barplats board`) and the independent adviser to the Barplats board,
Investec Bank Limited (`Investec`), based on the first offer price, were
detailed in an announcement that was published on 29 June 2004 and in the
circular to Barplats minority shareholders, incorporating the offer document and
the offeree response, which was posted, as a combined document (`the Circular`),
on 30 June 2004.
2. Rationale for and terms of the final increased cash offer
On 30 June 2004, Photon Global Limited, a member of the Platinum Consortium,
acquired 8 712 170 Barplats shares for cash at an average price of 298.96 cents
in the open market. The highest price paid for the shares were 300 cents per
share.
In terms of the SRP Code the offeror is obliged to increase its cash offer to
the highest price paid and accordingly the offeror hereby increases the offer to
300 cents in cash per Barplats share (`the final increased cash offer`).
The offeror has indicated to the SRP that it will not increase the final
increased cash offer price and accordingly will not acquire any further Barplats
shares at above the final increased cash offer price.
3. Financial effects of the final increased cash offer
The table below sets out the illustrative pro forma financial effects of the
final increased cash 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 the Accept Change
offer the offer %
(cents) (cents)
Market value per share and 190.00 300.00 57.89
cash received 1
30-day volume weighted 202.71 300.00 47.99
average market value per (30.00) 22.56 175.21
share and cash received 2 (31.00) 22.56 172.78
(Loss)/earnings per share 3 36.44 300.00 723.27
Headline (loss)/earnings per
share 3
Net asset value per share
and cash received 4
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.
4. Opinions of the independent adviser and the Barplats board
Barplats minority shareholders are referred to the announcement published on 29
June 2004, which:
- described the process followed by Investec, an independent sub-committee of
the Barplats board and the Barplats Board, to arrive at their opinions in
respect of the terms and conditions of the original offer; and
- stated that the aforementioned parties are of the opinion that the terms
and conditions of the original offer are fair and reasonable to minority
shareholders of Barplats.
Barplats minority shareholders are advised that Investec, the independent sub-
committee of the Barplats board and the Barplats board are of the opinion that,
subject to the caveats contained in the announcement published on 29 June 2004
and in the Circular, the terms of the final increased cash offer are fair and
reasonable to minority shareholders of Barplats.
5. Entitlements and levels of acceptances
All Barplats minority shareholders who may have accepted the original offer of
210 cents per Barplats share shall be entitled to the benefits of the final
increased cash offer, as specified herein. As the Circular was only posted on
30 June 2004, no acceptances in respect of Barplats shares have been received to
date.
At the close of business on 30 June 2004, following the acquisition of the 8 712
170 Barplats shares on the open market, the offeror held 194 038 528 Barplats
shares representing approximately 87.2% of the issued share capital of the
Company.
6. Cash confirmation
The SRP 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 final increased cash offer in full.
7. Original offer
Save as amended hereby, the definitions, provisions, terms and conditions as
they are contained and appear in the original offer will continue to apply and
to be of force and effect in respect of the final increased cash offer.
8. Documentation
The Circular was posted to minority shareholders of Barplats on 30 June 2004. A
copy of this announcement, recording the amended terms of the final increased
cash offer will be posted to shareholders on Friday, 2 July 2004.
9. Salient dates and times
In terms of the SRP Code the final increased cash offer must remain open for at
least 21 days, following the date on which the final increased cash offer is
posted. Accordingly the salient dates and times as announced on 29 June 2004
will not change as a result of the final increased cash offer.
Johannesburg
1 July 2004
Investment Bank and corporate Corporate legal adviser to the offeror
adviser to the offeror Fluxmans
Nedbank Capital
Independent adviser to the Technical Adviser to Barplats
Barplats board of directors Venmyn
Investec Corporate Finance
Corporate legal adviser to Sponsor to Barplats
Barplats Deutsche Securities
Webber Wentzel Bowens
Date: 01/07/2004 12:01:05 PM Produced by the JSE SENS Department
