| Wed 2 Feb 2005, 15:21 | | ARM FORMS 50:50 JOINT VENTURE WITH LIONORE ON |
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AFRICAN RAINBOW MINERALS LIMITED - ARM FORMS 50:50 JOINT VENTURE WITH LIONORE ON
NKOMATI
African Rainbow Minerals Limited
(Formerly Anglovaal Mining Limited (`Avmin`))
(Incorporated in the Republic of South Africa)
(Registration number 1933/004580/06)
JSE Share code: ARI LSE Share code: AGM
ISIN: ZAE000054045
(`ARM`)
ARM FORMS 50:50 JOINT VENTURE WITH LIONORE ON NKOMATI
INTRODUCTION
ARM is pleased to announce, subject to the conditions precedent as detailed
below, the formation of a 50:50 unincorporated joint venture with LionOre Mining
International Limited (LionOre) at the Nkomati nickel mine (`Nkomati`) in a
transaction valued at US$48.5 million (approximately ZAR290 million) (`the
Transaction`).
BACKGROUND TO NKOMATI
The Nkomati mine is located approximately 300km east of Johannesburg in the
Mpumalanga province and is one of the lowest cash-cost nickel mines in the
world. The mine consists of two deposits, a Massive Sulphide Body (`MSB`),
which is currently being mined, and a larger disseminated ore-body, which offers
expansion potential (`Expansion`).
Nkomati has an estimated reserve of nearly 63 million tonnes with around 312 000
tonnes of contained nickel at a grade of 0.50% nickel. The Nkomati orebody has a
total estimated indicated mineral resource of 139 million tonnes of ore
containing 680 thousand tonnes of nickel. ARM conducted a feasibility study in
2002 to confirm the viability of the Expansion and the partners will be
reviewing the study further to assess pit optimization, Activox plant design,
PGM recovery processes and financial reviews. The expansion project would
increase production significantly to about 16 500 tonnes of nickel per annum for
an additional 16 years, extending the life of mine to 2023. Expansion capital
expenditure was estimated at US$310 million (using exchange rates at that time).
DETAILS OF THE TRANSACTION
LionOre will pay US$28.5 million in cash on closure for a 50% undivided share in
the partnership and will also pay an additional US$20 million for participation,
once the two partners agree to proceed with the Expansion. The effective date of
the Transaction is 1 January 2005.
The Nkomati assets and mining activities will be placed in a 50:50 partnership
where all decisions will be made on an equal basis. Capital, operating costs as
well as profits will be shared on an equal basis in this joint venture.
The cash received by ARM will be used for working capital purposes.
RATIONALE FOR THE TRANSACTION
The Transaction forms part of ARM`s defined growth strategy. ARM shareholders`
benefits will be enhanced in that the operating efficiencies that LionOre can
bring to Nkomati will result in a longer-life mine that will remain a low-cost
operator with increased nickel and platinum group metal (PGM) production.
ARM brings to the partnership an accretive short-term production supply and a
potential long-term growth project. LionOre, a major producer of nickel
globally, brings important technical and operational skills to the new joint
venture. LionOre is the owner of the Activox technology that is being considered
for the Nkomati Expansion.
ARM and LionOre will utilize their joint skills and experience to review and
improve on the technical and economical feasibility of the Expansion. The
viability of the Expansion at Nkomati is enhanced given LionOre`s proven track
record of mining a similar disseminated orebody at its Phoenix mine in Botswana.
FINANCIAL EFFECTS
Based on the published results of ARM for the year ended 30 June 2004, the pro
forma financial effects of the disposal on ARM`s earnings, headline earnings,
net asset value (`NAV`) and tangible NAV are set out below. The pro forma
financial information has been prepared for illustrative purposes only and
because of its nature may not give a true picture of ARM`s financial position
and results of operations.
Before the After the Percentage
disposal(1) disposal(2) change
R million
Earnings 1 108 1 268 14,5%
Headline earnings 47 -32 -168,1%
NAV 6 628 6 783 2,3%
Tangible NAV 6 623 6 778 2.3%
Cents per
ARM ordinary share
Earnings 865 990 14,5%
Headline earnings 37 -25 -167,6%
NAV 3 246 3 322 2,3%
Tangible NAV 3 243 3 319 2,3%
Notes:
1. Extracted from the audited results of ARM for the year ended 30 June 2004
2. Pro forma based on the assumption that the disposal, in terms of the sale
agreement, was effected on 1 July 2003 for income statement purposes and on 30
June 2004 for balance sheet purposes and assuming that the purchaser has paid
the consideration of US$48.5m.
2.1. Based on the assumption that the transaction whereby ARM acquired the 25%
interest in Nkomati held by Anglo American Operations on 1 February 2004 was
effected on 1 July 2003 for income statement purposes and on 30 June 2004 for
balance sheet purposes.
2.2. The effective interest of ARM in the Nkomati operation is therefore assumed
to be 50% for the year to 30 June 2004.
3. The tangible book value of the NAV being sold amounts to R113m at 1 July
2003 resulting in an exceptional gain being computed as the consideration of
$48.5m at 1 July 2003 has been translated at the then prevailing exchange rate
of R7.51/$.
3.1 The transaction results in a decrease in headline earnings owing to the loss
of attributable Nkomati headline earnings from 1 July 2003.
3.2 The exceptional gain on the disposal increases earnings but does not impact
on headline earnings.
CONDITIONS PRECEDENT
Material conditions to be fulfilled are approvals in terms of the South African
Competitions and Exchange Control Authorities.
Sandton
2 February 2005
Issued by Sponsor: Deutsche Securities (SA) (Proprietary) Limited
Date: 02/02/2005 03:04:21 PM
Produced by the JSE SENS Department
