| Thu 13 Oct 2005, 8:12 | | Anglo American/Kumba Resources/Eyesizwe Mining - J |
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Anglo American/Kumba Resources/Eyesizwe Mining - Joint Announcement Relating To
A Proposed Empowerment Transaction In Respect Of Kumba Resources ("The
Transaction") And Cautionary Announcement
ANGLO AMERICAN PLC
(Incorporated in the United Kingdom)
(Registration number 3564138)
(Share code: AGL ISIN: GB0004901517)
("Anglo American")
KUMBA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/011076/06)
(Share code: KMB ISIN: ZAE000034310)
("Kumba Resources")
EYESIZWE MINING (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/008022/07)
("Eyesizwe Mining")
JOINT ANNOUNCEMENT RELATING TO A PROPOSED EMPOWERMENT TRANSACTION IN RESPECT OF
KUMBA RESOURCES ("THE TRANSACTION") AND CAUTIONARY ANNOUNCEMENT
TRANSACTION HIGHLIGHTS:
The proposed empowerment transaction will result in:
* a fully funded, sustainable black economic empowerment ("BEE") transaction and
the potential to unlock value for all Kumba Resources shareholders through
the partial separation of the iron ore assets from the non iron ore assets into
Kumba Iron Ore (a newly named company) and Newco (being the reconstituted Kumba
Resources pursuant to the Transaction), respectively;
* the establishment of Newco as South Africa"s flagship empowerment company with
an enterprise value of approximately R16 billion:
# South Africa"s largest black-owned, controlled and managed company;
# Newco will continue to be listed on the JSE Limited ("JSE");
# control of Newco by broad-based BEE groups representative of South Africa"s
demographics via BEE Holdco, the black controlled holding company holding
55% of Newco;
# a 17.8% effective and fully funded interest held by women"s groups in BEE
Holdco;
# Newco employees holding 3% of Newco through an employee share option
programme ("ESOP"), whose major beneficiaries will be black employees;
# the minimum BEE ownership requirements of the Mining Charter being
significantly exceeded;
# Newco as a diversified mining company with an attractive investment case
which is well positioned strategically and financially to take advantage
of growth opportunities in the mining sector in South Africa, on the rest
of the African continent and globally;
* the provision of facilitation to the BEE groups by Anglo American, The
Industrial Development Corporation of South Africa Limited ("IDC") and Kumba
Resources minorities;
* a targeted spread on the JSE of 25% for Newco;
* the retention by Anglo American of a residual stake in Newco as a
demonstration of its long-term commitment to Newco;
* the creation of Kumba Iron Ore as a pure play iron ore company listed on the
JSE with an enterprise value of approximately R14 billion which, through the
unbundling to all existing Kumba Resources shareholders of the iron ore assets,
will hold the majority of Kumba Resources" South African iron ore assets
through Sishen Iron Ore Company (Proprietary) Limited ("SIOC"), with Newco
retaining a 20% stake in SIOC;
* Northern Cape broad-based community groupings ("Northern Cape community
group") acquiring a 3% interest in SIOC on a fully funded basis; and
* SIOC employees holding 3% of SIOC through an ESOP, whose major beneficiaries
will be black employees.
TRANSACTION SUMMARY:
The Transaction
* 80% of Kumba Resources" interest in SIOC will be transferred to a newly named
company, Kumba Iron Ore, and unbundled to all existing Kumba Resources
shareholders. Pursuant to the Transaction there will be two separate listed
entities, namely:
# Newco, which will have significant coal, heavy minerals and zinc assets,
together with a 20% holding in SIOC; and
# Kumba Iron Ore which will own 74% of Kumba Resources" South African iron
ore operations, held through SIOC, after the Northern Cape community group
and ESOP transactions.
* Kumba Resources" existing shareholders will hold shares in both listed
companies in proportion to their existing shareholdings in Kumba Resources
prior to the various steps required to implement the Transaction.
* Newco will acquire the entire issued share capital of Eyesizwe Coal
(Proprietary) Limited ("Eyesizwe Coal") from Eyesizwe Mining and the other
shareholders in Eyesizwe Coal. All the Eyesizwe Coal shareholders will,
through a Special Purpose Vehicle ("SPV"), utilise the majority of the cash
received to subscribe for shares in BEE Holdco.
* Consortia led by Eyabantu Capital (Proprietary) Limited ("Eyabantu"),
TisoGroup (Proprietary) Limited ("Tiso") and South African Women in Mining
Association ("BEE Women"s Groups"), through SPVs, and the IDC will subscribe for
shares in BEE Holdco through the injection of either cash or Newco shares.
* BEE Holdco will, through a series of inter-conditional transaction steps,
acquire and exercise control over 55% of Newco"s issued ordinary share
capital.
* Shares in Newco, being approximately 3% of its issued ordinary share
capital, will be made available to employees of Newco through a Newco ESOP,
the majority of the beneficiaries of which will be black employees.
Accordingly, BEE Holdco together with the Newco ESOP will hold 58% of Newco.
* The Northern Cape community group will acquire a vendor funded interest of
approximately 3% in the issued ordinary share capital of SIOC.
* Shares in SIOC, being approximately 3% of its issued ordinary share capital,
will be made available to employees of SIOC through a SIOC ESOP, the
majority of the beneficiaries of which will be black employees.
The other transactions
* As separate and independent transactions:
# Kumba Resources has made a proposal, recommended by the independent directors
of the Ticor Limited ("Ticor") board, subject to no superior offer being
received and Ticor minority shareholder and Australian court approval, to
acquire, for cash, the outstanding shares (48.8%) in Ticor which it does not
already own through a scheme of arrangement in terms of the Australian
Corporations Act; and
# Anglo American will, subject to certain conditions, including the
implementation of the Transaction, grant options to Newco to acquire 100% of
Namakwa Sands (heavy minerals assets) and 26% of Black Mountain and Gamsberg
(zinc assets) at a fixed price, in addition to an offtake agreement in respect
of zinc concentrate.
KEY INVESTMENT HIGHLIGHTS:
As a result of the above transactions and assuming that Newco exercises the
options set out above, Newco would:
* have an enterprise value of approximately R16 billion;
* become the second largest titanium slag producer and the third largest
titanium feedstock and zircon supplier globally;
* be the fourth largest coal producer in South Africa producing 45 million
tonnes of coal per annum;
* strengthen its leading position in the Southern African zinc market;
* have a significant interest in iron ore through its 20% stake in SIOC;
* have a significant greenfield and brownfield project pipeline to exploit its
significant reserve and resource base; and
* have significant financial capacity to expand its business with a net debt
level of R0.8 billion initially, and increasing to R3.25 billion after
exercising the options, implying debt levels of 20% of enterprise value.
Following the unbundling Kumba Iron Ore will:
* have an enterprise value of approximately R14 billion;
* offer significant growth opportunities particularly in South Africa with
production targeted to increase from 32 to 42 million tonnes per annum by
2008; and
* be a subsidiary of the Anglo American group.
THE TRANSACTION
1. Introduction
The boards of Anglo American and Kumba Resources ("the Companies") are pleased
to announce that a binding transaction framework agreement has been entered
into by the Companies and the ultimate shareholders of BEE Holdco, comprising
Eyesizwe Mining (the vehicle housing the Historically Disadvantaged South
Africans" ("HDSA") shareholdings of Eyesizwe) and other minority shareholders
in Eyesizwe Coal (being primarily Anglo American, BHP Billiton Plc ("BHP
Billiton") and the Eyesizwe Coal Employees Share Trust), the Eyabantu and Tiso
consortia, the BEE Women"s Groups and the IDC, regarding a series of
transactions which, if implemented, will result in the transfer of a controlling
stake in Newco to a black-owned and controlled vehicle through a fully
funded and sustainable BEE transaction.
2. Strategic rationale
Since its establishment in 2001, Kumba Resources has viewed BEE as a strategic
imperative to enable the company to become truly South African. Accordingly,
Kumba Resources" strategy was to:
* establish a premier, independent South African mining house;
* build a credible empowerment base for the company; and
* position the company to play a constructive role in the transformation and
development of the South African mining industry.
Kumba Resources" Pre-Listing Statement dated 29 October 2001 noted the
following:
"Kumba Resources views BEE as a fundamental prerequisite for the
long-term development and stability of the South African economy.
Therefore, a distinguishing feature of its strategy is to commit the
company to meaningful and sustainable BEE empowerment initiatives in all
facets of its business. Progressive empowerment policies, the setting of
aggressive employment equity targets and BEE are integral components of the
company"s value system and a code of conduct."
Similarly, Anglo American and the IDC, as the major shareholders in Kumba
Resources and as significant participants in the South African economy, are
fully supportive of the letter and spirit of the Mineral and Petroleum
Resources Development Act and the Mining Charter and have, accordingly, played
a key role in the introduction of meaningful and sustainable BEE in Kumba
Resources. To achieve this strategic objective, the Companies and the IDC
jointly developed the Transaction to establish Newco as the premier empowerment
diversified mining company in South Africa, with a strong investment case,
capable of sustainable growth and representative of South Africa"s
demographics.
Whilst the Mining Charter prescribes BEE ownership targets of 15% by 2009 and
26% by 2014, the Transaction will significantly exceed the requirements of the
Mining Charter, through:
* the establishment of Newco as a premier 58% black-owned, controlled and
managed diversified mining company in South Africa, listed on the JSE; and
* the empowerment of Kumba Resources" separately listed iron ore assets through
26% black ownership of SIOC on day-one.
The Companies believe that the separate listing of Kumba Resources" iron ore
assets will unlock value for all Kumba Resources shareholders through the
creation of a pure iron ore play via Kumba Iron Ore and South Africa"s flagship
empowerment company via Newco. In addition, Newco will be positioned for
growth through strategic acquisitions, including the immediate acquisition of
100% of Namakwa Sands and part of the business of Black Mountain based on its
financial capability and empowerment status.
Since the creation of Eyesizwe Coal, sponsored and facilitated by Anglo
American and BHP Billiton, it has proven to be a successful black-owned and
managed company with shareholders" value having increased significantly. The
BEE shareholders of Eyesizwe Coal believe that they can leverage their success
into the establishment of Newco and simultaneously diversify their exposure
from a single commodity to a diversified mining company. The non-BEE
shareholders of Eyesizwe Coal are fully supportive of this initiative.
3. The current and proposed Newco Group structure
For a diagrammic explanation of the current Kumba Resources Group structure
and the proposed Newco Group structure pursuant to the Transaction please refer
to the paid announcement to be published on 14 October 2005.
4. The Transaction
4.1 The Transaction
The Transaction, which is subject to the fulfilment or waiver (if possible) of
the conditions precedent detailed in paragraph 11, comprises the following
series of indivisible and inter-conditional transaction steps which will
effectively be implemented simultaneously:
Step 1
Kumba Resources will transfer 80% of the issued ordinary shares in SIOC to
Kumba Iron Ore, a wholly-owned subsidiary of Kumba Resources, in exchange for
ordinary shares in Kumba Iron Ore.
Step 2
Kumba Resources will unbundle, by way of a dividend or payment under section
90 of the South African Companies Act, the entire issued ordinary share capital
of Kumba Iron Ore to Kumba Resources" existing shareholders. Simultaneously the
issued ordinary shares in Kumba Iron Ore will be listed on the JSE by way of an
introduction.
Step 3
Kumba Resources will make an offer to repurchase from all Kumba Resources
shareholders, pro rata to their existing shareholding, by way of a specific
buy-back, so many ordinary shares in Newco ("ex" the entitlement to the Kumba
Iron Ore distribution) as can be repurchased with a maximum aggregate amount
of R1 620 million (after paying STC of R203 million). All Kumba Resources
shareholders will be afforded the opportunity to tender excess shares into the
offer for pro rata acceptance to the extent that some shareholders may elect
not to participate in the buy-back offer.
To the extent required, Anglo South Africa Capital (Proprietary) Limited
("ASAC"), an indirectly wholly-owned subsidiary of Anglo American and the
holder of Anglo American"s shares in Kumba Resources, has undertaken to offer
to sell such additional shares in the buy-back following the pro-rata offer so
as to ensure that the maximum percentage of Newco ordinary shares which can be
bought back in the buy-back offer, in aggregate, is repurchased.
The consideration payable per ordinary share repurchased in the buy-back ("the
buy-back price") will be determined by applying a 24.44% discount to the
projected market value of the shares in Newco following the unbundling of the
Kumba Iron Ore shares, calculated with reference to the 30-day volume weighted
average price of Kumba Resources shares as at the last practicable date prior
to the posting of the Transaction documentation to Kumba Resources shareholders.
Step 4
Eyesizwe Mining and the other shareholders of Eyesizwe Coal (including ASAC
andBHP Billiton) will sell their ordinary shares in Eyesizwe Coal to Newco for
R1 582 million in cash. Such proceeds, net of inter alia an approximate
R100 million retention, any tax liability and other statutory costs, will be
used to subscribe for ordinary shares in Eyesizwe SPV which in turn will
subscribe for 54 484 189 ordinary shares in BEE Holdco (constituting 54.48% of
BEE Holdco after the implementation of the Transaction), at a price of
R25.62 per share and an aggregate subscription price of R1 396 million.
Step 5
The Tiso SPV (with funding support provided by Nedbank Capital, a division of
Nedbank Limited ("Nedbank") and The Standard Bank of South Africa Limited) and
the Eyabantu SPV (with funding support provided by Nedbank) will each subscribe
for 9 757 896 BEE Holdco ordinary shares at R25.62 per share in cash and an
aggregate subscription price of R250 million each, constituting a 9.76%
shareholding for each of the Tiso and Eyabantu SPVs in BEE Holdco after the
implementation of the Transaction.
The IDC will facilitate the BEE Women"s Group SPV"s subscription for shares in
BEE Holdco by selling 6 889 329 of its Newco shares to the BEE Women"s Group
SPV in exchange for preference shares in the BEE Women"s Group to the value
ofR282 million. The BEE Women"s Group SPV will, in turn, sell all of the Newco
shares so acquired to BEE Holdco in exchange for the issue of 11 000 000
ordinary shares in BEE Holdco (11% of BEE Holdco after the implementation of
the Transaction) at R25.62 per share and an aggregate subscription price of
R282 million.
Step 6
The IDC will sell 35 370 671 Newco ordinary shares to BEE Holdco for a purchase
price of R1 447 million. The purchase consideration will be settled by the
issue of 15 000 000 ordinary shares in BEE Holdco at an issue price of R25.62
per share and an aggregate issue price of R384 million and the balance of the
consideration will be settled by the issue by BEE Holdco of preference shares.
Following the implementation of the Transaction, the IDC will hold 15% of BEE
Holdco"s issued ordinary share capital.
Step 7
Newco will issue 55 718 339 ordinary shares, comprising 17.25% of Newco"s
issued ordinary share capital after the implementation of the Transaction, to
BEE Holdco, for a cash consideration of R1 711 million, representing a
subscription price of R30.70 per Newco share.
The subscription price of R30.70 per Newco share represents a 27% discount to
the projected market value of the ordinary shares in Newco following the
distribution of the Kumba Iron Ore shares. This was calculated with reference
to the 30 trading day volume weighted average price at which a Kumba Resources
share had traded on the day prior to the date on which the Kumba Resources
cautionary announcement was issued, being 22 September 2005, and "ex" the
entitlement to the Kumba Iron Ore distribution.
Step 8
The Northern Cape community group will acquire a 3% shareholding in the issued
share capital of SIOC from Kumba Iron Ore for a consideration of R458 million,
to be settled through the issue of preference shares by the Northern Cape
community group or an appropriate vehicle to Kumba Iron Ore.
In addition, the SIOC ESOP will purchase from Kumba Iron Ore a 3% shareholding
in the issued share capital of SIOC from Kumba Iron Ore on terms and conditions
and at prices that are still to be agreed.
Step 9
ASAC will sell 79 717 416 million of its Newco ordinary shares to BEE Holdco
for R2 850 million. The purchase price of R35.75 per Newco share represents
a 15% discount to the projected market value of the ordinary shares in Newco
following the distribution of the Kumba Iron Ore shares. This was calculated
with reference to the 30 trading day volume weighted average price at which
a Kumba Resources share had traded on the day prior to the date on which the
Kumba Resources cautionary announcement was issued, being 22 September 2005,
and "ex" the entitlement to the Kumba Iron Ore distribution.
The purchase consideration will be settled by the issue by BEE Holdco of
variable rate redeemable preference shares to ASAC, redeemable in full at the
end of seven years and entitling ASAC to a dividend equal to all the ordinary
dividends paid during the seven year period on the Newco shares sold by ASAC.
Step 10
The Newco ESOP will subscribe for 3% of Newco"s issued share capital after the
implementation of the Transaction, on terms and conditions and at prices that
are still be to agreed.
4.2 Other transactions
The Ticor transaction
As a separate and independent transaction, Kumba Resources has proposed to
acquire the outstanding shares (48.8%) in Ticor which it does not already
own for cash through a scheme of arrangement in terms of the Australian
Corporations Act.
In this regard, Kumba Resources shareholders are referred to the Kumba
Resources announcement dated 8 August 2005 and the subsequent cautionary
announcement dated 23 September 2005.
The Namakwa Sands and Black Mountain transactions
In order to position Newco strategically as a leading global supplier of
titanium dioxide and zircon, strengthen its position in the South African zinc
market and to further enhance the Newco investment case, Anglo American has
agreed, on the proviso that Newco becomes fully empowered and subject to
certain conditions, to grant options to Newco to acquire certain Anglo American
assets.
Accordingly, as separate and independent transactions, but simultaneously with
the Transaction, Anglo Operations Limited, an indirectly wholly-owned
subsidiary of Anglo American, will grant fixed price options to Newco,
exercisable within a period of 90 days from the completion date of the
Transaction, giving Newco the rights to acquire:
i. the entire Namakwa Sands business and assets for a cash consideration of
R2 125 million; and
ii. a 26% undivided share in the assets and businesses of Black Mountain and
Gamsberg for an aggregate cash price of R180 million, in addition to an
offtake agreement in respect of zinc concentrate.
5. Change of control in Newco and waiver of mandatory offer
Pursuant to Steps 3, 5, 6, 7 and 9, BEE Holdco will acquire in excess of
35% of the issued ordinary shares of Newco. The Securities Regulation
Panel ("SRP") has indicated that it will give a written ruling in terms
of Rule 8.1 of the Securities Regulation Code on Take Overs and Mergers
("the SRP Code") allowing BEE Holdco to dispense with the requirement to
extend a mandatory offer to Kumba Resources minority shareholders
provided a simple majority of the independent Kumba Resources
shareholders, in general meeting, waive the requirement for a mandatory
offer by BEE Holdco ("the whitewash resolution").
If the whitewash resolution is not passed, BEE Holdco shall extend a
mandatory offer to the Kumba Resources minorities for a consideration of
either :
* R40.91 per Newco share, to be settled by BEE Holdco through the issue of
ordinary shares and a range of preference shares in BEE Holdco (as issued to
ASAC, the BEE Women"s Group SPV and the IDC), the combination of which is
still to be determined; or
* the buy-back price per Newco share payable in cash by BEE Holdco, which
will be determined by applying a 24.44% discount to the projected market
value of the shares in Newco following the unbundling of the Kumba Iron
Ore shares, calculated with reference to the 30-day volume weighted average
price of Kumba Resources shares as at the last practicable date prior to
the posting of the Transaction documentation to Kumba Resources shareholders.
The cash consideration payable by BEE Holdco under the mandatory offer shall be
funded by ASAC, or such other Anglo American subsidiary as appropriate.
6. JSE spread requirements
Kumba Resources does not currently comply with the shareholder spread
requirements contained in the JSE Listings Requirements. This will continue to
be the case after the Transaction, irrespective of whether the minority
shareholders in Kumba Resources vote in favour of the `whitewash resolution"
discussed in paragraph 5 or not. The Companies have undertaken to the JSE that
all reasonable commercial endeavors will be used for Newco to achieve a
targeted spread of 25% of its shares held by shareholders defined as public in
terms of the Listings Requirements of the JSE within an agreed timeframe.
7. Opinions and recommendations
As steps 3, 5, 6, 7 and 9 collectively constitute an affected transaction in
terms of the SRP Code, the board of directors of Kumba Resources will appoint
an independent adviser to advise the Kumba Resources minority shareholders in
respect of the Transaction.
8. Overview of the BEE participants
The Companies jointly selected Eyesizwe Mining, the Eyabantu Consortium, the
Tiso Consortium, the BEE Women"s Group and the Northern Cape community group
as their BEE investors. The selection process involved the assessment of these
BEE investors against certain criteria agreed by the Companies.
Eyesizwe Mining, the primary participant in the Eyesizwe SPV, was selected as
the lead BEE participant, given its proven leadership, managerial and
operational track record in the mining sector as well as its strong broad-based
representation.
8.1 Eyesizwe SPV
The Eyesizwe SPV, which will be controlled by Eyesizwe Mining, will acquire
54.48% of BEE Holdco.
% in Eyesizwe SPV Effective % in BEE Holdco
Eyesizwe Mining 66% 36.0%
Coal Employees Trust 10% 5.4%
AngloCoal 11% 6.0%
BHP Billiton 9% 4.9%
Other 4% 2.2%
100% 54.5%
Eyesizwe Mining, controlled by Eyesizwe Holdings, is a 100% black-owned and
managed company, founded by Sipho Nkosi in 1999 through the formation of
NewCoal (renamed Eyesizwe Coal) established by Anglo American and BHP
Billiton. Other shareholders in Eyesizwe Mining, which collectively account
for 62.5% of Eyesizwe Mining"s issued share capital, include broad-based
groupings such as the investment arm of Nehawu, represented through the
Tshedza Trust, some 250 000 beneficiaries linked primarily to the health and
education sectors of the economy, the National Movement of Rural Women, a
non-profit organisation supporting women and rural communities throughout South
Africa and particularly around the mines in which Eyesizwe operates, and a
number of youth organisations and trusts representing youth development
programmes and youth clubs on a national basis.
8.2 Eyabantu Consortium
The Eyabantu Consortium, led by Eyabantu, will acquire 9.76% of BEE Holdco.
% in consortium % in BEE Holdco
Eyabantu 46.6% 4.5%
Northern Cape Trusts and investors 35.4% 3.5%
South African Women
in Mining Association ("SAWIMA") 3.8% 0.4%
South African Women
in Mining Investment Holdings
("SAWIMIH") 5.1% 0.5%
Xiphemu Investments 5.1% 0.5%
Pinkie Ncetezo 4.0% 0.4%
100.0% 9.8%
Eyabantu Capital, a 100% black-owned and managed company, is a new generation
empowerment company, comprised of experienced individuals with a proven track
record in mining, engineering, project management and finance. The company"s
founding members and shareholders, who collectively own 46.6% of the Eyabantu
Consortium, include Nchakha Moloi, Rain Zihlangu, Phuthuma Nhleko, Zolisile
Mapipa, Nomveliso Toyi, Pontso Maruping and Nonkqubela Mazwai.
8.3 Tiso Consortium
The Tiso Consortium, led by Tiso, will acquire a 9.76% interest in BEE Holdco.
% in Consortium % in BEE Holdco
Tiso 71.3% 7.0%
Northern Cape Mining Partnership 7.5% 0.7%
Jay & Jayendra Group 2.5% 0.2%
Nozala Investments (Pty) Ltd 15.0% 1.4%
Northern Cape - National Movement
of Rural Women 3.7% 0.4%
100.0% 9.8%
Tiso, which owns 71% of the consortium, is a majority black-owned and
controlled empowerment investment holding company with key investments in the
natural resources, industrial and financial services sectors. Tiso is comprised
of experienced individuals with a proven track record in corporate and project
finance advisory, strategic and operational management and private equity.
8.4 BEE Women"s Groups
The Companies are committed to increasing the level of participation of women
within the mining industry. Whilst 6.8% of BEE Holdco"s share capital is
indirectly held by women"s groups participating in Eyesizwe Mining (3.6%), the
Eyabantu Consortium (1.4%) and the Tiso Consortium (1.8%), the Companies
resolved to allocate an additional direct interest of 11.0% in BEE Holdco to
women"s groups. Accordingly, approximately 17.8% of BEE Holdco will be held by
women"s groups. These groups and their attributable economic interests in BEE
Holdco"s share capital will be as follows:
% in BEE Holdco
Direct Indirect Total
National Movement of Rural Women 2.3% 3.6% 5.9%
Malibongwe Women"s Development
Organisation 2.2% - 2.2%
SAWIMA 2.2% 0.4% 2.6%
Xiphemu Investments - 0.5% 0.5%
SAWIMIH 1.9% 0.5% 2.4%
Nozala Investments 1.9% 1.4% 3.3%
Northern Cape - National Movement
of Rural Women 0.5% 0.4% 0.9%
11.0% 6.8% 17.8%
The 11% stake will be held through Basadi Bakopane Investments (Proprietary)
Limited, an SPV ("BEE Womens Groups SPV") which will be co-ordinated by
SAWIMA as spokesperson for the SPV, via SAWIMIH.
* South African Women in Mining Association ("SAWIMA")
SAWIMA, launched in December 1999, is a non-profit organisation representing
interests of South African women in mining and related fields. The
beneficiaries of SAWIMA are women spanning all the provinces in South Africa
who pay membership fees and in return receive training and development in
mining related ventures.
* South African Women in Mining Investments Holdings ("SAWIMIH")
SAWIMIH is an investment associate of SAWIMA and was registered in October
2003. SAWIMIH is a majority black women owned and managed company, whose vision
is to be the leading broad-based women mining investment company in Africa. The
company"s mission is to empower women in the mining sector by participating and
investing in ventures that will create value for its shareholders.
* Malibongwe Women"s Development Organisation ("Malibongwe")
Malibongwe is a non-government, non-profit organisation that is committed to
socially and economically developing and empowering South African women, with a
particular emphasis on previously disadvantaged women in both rural and urban
areas. Malibongwe runs a number of community projects such as home based care
for HIV/AIDS sufferers, caring for HIV/AIDS orphans and income generation for
women. Malibongwe has ten Commissions aimed at empowering women in fields such
as construction, security, health, capacity building, fruit gardening,
manufacturing, cleaning, child minding and home based care. The organisation
acts as a catalyst in building bridges between women in rural and urban areas.
Malibongwe has no shareholders. Profits that accrue to the organisation are
used for the sole benefit of its development projects. Recent projects have
benefited a number of women and include HIV/AIDS management and education
programs, income generation projects, poverty alleviation and food distribution
projects.
Malibongwe is chaired by Ms N V Gxowa, an esteemed leader of the Women Rights
Movement and a community builder since the 1950"s.
* National Movement of Rural Women ("NMRW")
NMRW is a non-profit organisation which focuses on empowering women on a
national basis, through community-based projects, capacity building, training
and skills development, HIV/AIDS awareness and other gender specific
initiatives. NMRW, which has a membership of 1000 women, has a strong presence
in all nine provinces of South Africa and has active Chapters in Mpumalanga,
Limpopo, Free State and the Northern Cape. The direct beneficiaries of the
projects are approximately 1 500 and 2 000 indirectly. NMRW also owns a 10%
interest in Eyesizwe Mining. The Northern Cape Chapter of NMRW has
approximately 100 members that work on the projects in the region.
* Nozala Investments (Proprietary) Limited ("Nozala Investments")
Nozala Investments is a broad-based investment company, which is 100%-owned by
women. The company, which has a national membership of over 500 000 women, aims
to actively promote the economic advancement of women. 26% of the company is
held by national broad-based empowerment shareholders which include the NMRW,
representing more than 250 000 beneficiaries, the Workers Investment
Corporation an investment vehicle involved in education and training and
designed to benefit individual worker members, representing 200 000
beneficiaries and the Muthande Society for the Aged, a community based
organisation founded by a group of health nurses and educators to develop
community resources to assist elderly and HIV affected families and
representing 2 500 beneficiaries and Umanyano Lwentandazo Lwamanina, a
Christian women"s guild representing 100 000 women and aimed at identifying
with projects within the church that support the poor. Other BEE women
shareholder groups are Akhona Trade & Investment, Kwazulu Natal group
representing 3 000 women, Mmathari, Itumeleng, Katekani and Sequoia
Investments.
* Northern Cape - National Movement of Rural Women ("NC-NMRW")
NC-NMRW is a non-profit organisation which focuses on the development of rural
women in the Northern Cape. The organisation owns a 3.75% interest in the Tiso
Consortium. NC-NMRW is involved in training and skills development, poverty
alleviation and job creation projects, health education and HIV awareness,
and support to basic housing needs. The current projects have benefited over
2 000 households.
* Xiphemu Investments (Proprietary) Limited ("Xiphemu Investments")
Xiphemu Investments has been incorporated as a black owned women empowerment
SPV in terms of which three SAWIMA member companies will participate in the
Transaction.
8.5 Northern Cape community group
The Northern Cape community group is a broad-based empowerment grouping
representing an estimated 200 000 historically disadvantaged individuals
from the Northern Cape community, an area that is geographically relevant
to Kumba"s iron ore operations. The Northern Cape community group will
acquire a 3% interest in SIOC from Kumba Iron Ore and participants of the
group will comprise:
* Kgalagadi Poverty Node Charitable Trust ("Kgalagadi Trust")
The Kgalagadi Trust is a broad-based development trust representing 181 000
beneficiaries. The trust focuses on alleviating poverty in the Kgalagadi
district by supporting community projects that benefit a broad range of
beneficiaries.
* Maphalane Disabled People"s Trust
The Maphalane Disabled Children"s Trust has been formed specifically to look
after the interests of disabled people in the Northern Cape and particularly
those communities affected by the mining operations.
The trust has amongst its beneficiaries a multi-purpose centre used for the
training of parents whose children live with disabilities. The trust also
facilitates and assists in the taking care of abandoned disabled children from
informal settlements and rural areas as well as disabled AIDS orphans, a
vulnerable sector of children often overlooked in the fight against the
pandemic. Currently the trust has 2000 beneficiaries.
* Gamagara Development Forum ("Gamagara Forum")
The Gamagara Forum is a non-profit organisation that serves as the planning and
local development co-ordination platform for the areas surrounding Sishen Mine
and has as its beneficiaries and estimated 25 000 people in the communities of
Deben, Sishen, Katu, Dingleton and Olifantshoek.
* Tsantsabane Social and Labour Development Forum ("Tsantsabane Forum")
The Tsantsabane Forum is a non-profit community organisation in the Postmasburg
region for the benefit, welfare, maintenance, improvement and development of
women in the community of Tsantsabane Municipality. The Tsantsabane Forum is
chaired by the Mayor of Postmasburg. The Tsantsabane Forum"s beneficiaries are
approximately 10 000.
9. Funding
BEE Holdco will source funding as follows:
Equity R2.5 billion
Senior Debt R1.6 billion
Mezzanine Debt R1.1 billion
IDC Preference Shares R1.1 billion
Anglo Finance Preference Shares R2.9 billion
Total R9.2 billion
BEE Holdco will use the funding sourced as follows:
Loan to Anglo Finance R2.9 billion
Newco shares R6.3 billion
Total R9.2 billion
To the extent that Newco exercises the options set out in paragraph 4.2 and the
acquisition of the minority interests in Ticor is approved, it will make the
following acquisitions totaling R5.2 billion:
Minority interests in Ticor R1.3 billion
Eyesizwe Coal R1.6 billion
Namakwa Sands business and assets R2.1 billion
26% of Black Mountain and Gamsberg R0.2 billion
Total R5.2 billion
In addition, Newco will undertake a specific pro rata share buy-back of
R1.8 billion (including STC).
Newco will source the funding for the above acquisitions (R5.2 billion) and the
share buy-back (R1.8 billion) as follows:
Loan repayments and special dividend from SIOC R2.8 billion
Share subscription by BEE Holdco R1.7 billion
Senior debt from third party banks* R2.2 billion
Vendor finance in respect of the Namakwa Sands purchase* R0.3 billion
*Newco will have R0.8 billion of net debt post the unbundling of Kumba Iron
Ore. To the extent that Newco exercises the options as set out in paragraph
4.2 and acquires the minority interests in Ticor, Newco will have net debt of
R3.25 billion.
The Northern Cape community group"s 3% shareholding in SIOC will be vendor
financed by Kumba Iron Ore through preference shares (R0.5 billion).
10. Facilitation
Recognising the level of empowerment, the facilitation cost to Kumba Resources
shareholders as a percentage of Kumba Resources" market capitalisation is in
line with similar BEE transactions in the sector that only met the minimum BEE
ownership requirements. However, the bulk of the facilitation is being borne by
Anglo American through the discount on the sale transactions. In addition,
Anglo American and the IDC have played an important role in facilitating the
meaningful and sustainable funding of such a landmark transaction.
Anglo American, as the majority shareholder in Kumba Resources, will provide
its facilitation via:
* effectively transferring control in Newco to BEE Holdco via, inter alia, a
R2.85 billion sale of shares in Newco to BEE Holdco at a 15% discount in
exchange for preference shares and Anglo American"s participation in a specific
pro-rata share buy-back by Newco at a 24.44% discount;
* providing a fixed coupon on the loan from BEE Holdco to enable BEE Holdco to
raise competitive financing;
* providing R445 million of subordinated debt to BEE Holdco;
* accepting a vendor loan of R0.25 billion as part consideration for the
Namakwa Sands disposal to Newco, if the option in this regard is exercised; and
* to the extent required, providing the funding to BEE Holdco, at no cost, to
finance a mandatory offer to be made by BEE Holdco in terms of the Transaction
if the `whitewash resolution" in paragraph 5 is not approved by Kumba Resources
shareholders.
The IDC, as a key shareholder in Kumba Resources and key facilitator of
empowerment for Government, will:
* inject R1 447 million of its Newco shares into BEE Holdco in exchange for a
15% minority equity position (R384 million) and preference shares
(R1 063 million); and
* sell the balance (R282 million) of its Newco shares to the BEE Women"s Groups
SPV in return for preference shares in the BEE Womens Groups SPV. These Newco
shares will be sold by the BEE Women"s Groups SPV to BEE Holdco in exchange for
an 11% shareholding in BEE Holdco.
The consideration receivable by the IDC for its Newco shares was determined
with reference to the 30 trading day volume weighted average price at which a
Kumba Resources share had traded on the day prior to the date on which the
Kumba Resources cautionary announcement was issued, being 22 September 2005,
and "ex" the entitlement to the Kumba Iron Ore distribution.
The Eyesizwe Coal shareholders (including ASAC and BHP Billiton) have agreed to
reinvest their net proceeds flowing from the sale of Eyesizwe Coal to Newco,
into the Eyesizwe SPV.
11. Conditions precedent
Implementation of the Transaction will be subject, inter alia, to:
* the completion of satisfactory due diligence reviews;
* the obtaining of the required funding;
* the signature and becoming unconditional of the requisite legal and funding
agreements;
* the obtaining of the requisite regulatory approvals;
* the obtaining of Kumba Resources shareholder approvals for the Transaction,
to the extent required, other than the whitewash resolution; and
* the obtaining of all other third party and shareholder approvals, to the
extent required.
12. Cautionary announcement
A further announcement will be made on the Securities Exchange News Service and
in the press as soon as the requisite legal agreements have been signed and the
financial effects finalised. Accordingly, Kumba Resources shareholders are
advised to exercise caution when trading in their securities until such time as
a further announcement is made.
Johannesburg
13 October 2005
Structuring, financial and debt adviser to Anglo American
Deutsche Securities (SA) (Pty) Ltd
Member of the Deutsche Bank Group
Structuring, financial and debt adviser to Kumba Resources
Rand Merchant Bank
A division of FirstRand Bank Limited
Financial advisers to Eyesizwe
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
Attorneys to Anglo American
Webber Wentzel Bowens
Attorneys to Kumba Resources
Deneys Reitz Attorneys
Attorneys to Eyesizwe
Bell Dewar Hall
and
Moforah Nkwe Attorneys
Transaction sponsor to Anglo American
Deutsche Securities (SA) (Pty) Ltd
Member of the Deutsche Bank Group
Transaction sponsor to Kumba Resources
Rand Merchant Bank
A division of FirstRand Bank Limited
Sponsor to both Anglo American and Kumba Resources
JP Morgan
Communications advisers to the Transaction
Brunswick
Facilitators
Idc
and
BHP Billiton
Investment bank to Eyabantu
Nedbank Capital
Attorneys to the Eyabantu Consortium and the BEE Women"s Group
Kwinana Nyapotse Inc
Corporate law adviser to Kumba Resources
CLS Consulting Services (Pty) Ltd
ANALYST AND MEDIA PRESENTATION
A presentation will be held in the presence of the Minister of Minerals and
Energy at 15h30 CAT today (Thursday, 13 October) to discuss the proposed Kumba
empowerment transaction in the Ballroom at the Park Hyatt Hotel, Oxford Road,
Rosebank, Johannesburg. The presentation will be followed by a Q&A session
with questions being taken from the floor, via the web and over the phone. If
you are unable to attend in person, the presentation can be accessed via:
Summit TV - DSTV channel 55
Webcast - www.KumbaBEE.com
Phone call - Please ask for the Kumba BEE Presentation - numbers below
South Africa
Toll +2711 535 3600
Toll-free 0800 200 648
Playback facility
South Africa & Other
+27 11 305 2030
Code 2084#
A conference call for analysts will commence at 17h45 CAT (16h45 BST, 11h45 EST)
to discuss technical aspects of the transaction such as the structure and
funding. This call will be hosted by Hugh Thompson, Anglo American, Riaan
Koppeschaar, Kumba Resources and the transaction"s technical team. This call
will not deal with issues of broader strategy which should be referred to normal
contacts at Anglo American or Kumba. The dial - in numbers for that call are as
follows. Please ask for "Kumba BEE Technical conference call".
South Africa
Toll +27 11 535 3600
Toll-free 0800 200 648
Playback facility
+27 11 305 2030
Code 2173#
Access more information on the transaction website: www.KumbaBEE.com
Date: 13/10/2005 07:31:08 AM Produced by the JSE SENS Department
