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JBL
JUJLP
JBL - Jubilee - Mitsubishi and Jubilee agree to investment in Windsor
JUBILEEPLATINUM PLC
(Incorporated in England and Wales)
(Registration number4459850)
Share code on JSE: JBL & ISIN: GB0031852162
Share code on AIM: JLP
("Jubilee" or "the Company")
Mitsubishi Corporation and Jubilee agree to US$16 million investment in
Jubilee`s South African subsidiary Windsor Platinum Investments (Pty) Limited
("Windsor")
1. INTRODUCTION
Jubilee is pleased to announce that it and its wholly owned South African
subsidiary Windsor have entered into a Convertible Loan Note Instrument
constituting up to US$16,000,000 Convertible Loan Notes ("Notes") with
Mitsubishi Corporation ("Mitsubishi") ("the investment transaction"), based on
the following terms:
* Mitsubishi intends to invest US$16million for a strategic stake in
Jubilee`s South African holding company (Windsor);
* The initial investment of Mitsubishi would be for US$4million
* Jubilee incurs no debt as a result of investment, due to the fact that it
would eventually convert into Jubilee shares or will be cancelled.
The investment of Mitsubishi indicates a strong vote of confidence for Jubilee
and this investment furthers Jubilee`s ambitions for South African platinum
production.
2. NATURE OF BUSINESS OF WINDSOR AND MITSUBISHI
Windsor is Jubilee`s wholly own platinum investment arm in South Africa. It
holds a portfolio of Platinum Group Minerals ("PGM") properties in the Bushveld
Complex including its flagship Tjate property ("Tjate"). Jubilee shareholders
are referred to the announcement on 12 December 2006, where the business of
Tjate is described in more detail and the details of Jubilee increasing is
interest in Tjate to 48% has been announced to Jubilee shareholders.
Tjate, which has a converted new order prospecting right, comprises of three
contiguous farms, totalling 5,143 hectares in the eastern Bushveld: namely
Dsjate, Fernkloof and Quartz Hill. The farms are down dip of Impala Platinum
Holdings Limited`s operating Marula Platinum Group Element ("PGE") mine and
Anglo Platinum plc`s developing Twickenham PGE project. Jubilee has recently
completed the first phase drilling of seven boreholes on the Dsjate farm. All of
the boreholes, as previously reported, intersected at targeted depth of the
Merensky reef and, where drilled deeper, the UG2 reef, a chromite reef in the
Bushveld sequence usually containing economic values of PGE`s. The Merensky reef
and the UG2 reef are the two main PGE-bearing horizons in the Bushveld.
Mitsubishi Corporation is Japan`s largest trading company with over 200 bases of
operation in approximately 80 countries worldwide. Mitsubishi has long been
engaged with customers around the world in virtually every industry and is
recording particularly strong performances in resources related businesses such
as Energy and Metals.
3. RATIONALE FOR THE ACQUISITION
Jubilee entered into the investment agreement with Mitsubishi further to the
listing of Jubilee`s shares on the JSE Limited ("JSE"). This instrument by
Mitsubishi provides the company with a strong position from which to grow and
develop aggressively its Platinum Group Minerals ("PGM") mission in South
Africa. Mitsubishi`s investment is an endorsement of the inherent value of
Jubilee`s South African PGM portfolio, which includes its flagship Tjate
project. This transaction provides significant funding for our South African
exploration without any dilution of Jubilee`s share register.
4. SALIENT TERMS OF THE ACQUISITION
The key terms of the investment transaction are as follows:
* Mitsubishi issued zero-interest Notes of up to US$16 million in one year;
* Windsor or Jubilee incur no debt, since failure to convert Notes within two
years will effectively cancel the Notes;
* The first tranche of the Notes, being worth US$4 million, is immediately
payable by Mitsubishi;
* The second and third tranches of the Notes in equal amounts US$6 million
each is payable in March and September 2007 respectively at Mitsubishi`s
election;
* Mitsubishi will have the right within two years from September 2007 to
convert all or part of the aggregated Notes into Windsor ordinary shares;
* Any Notes not converted after 24 months will be cancelled; and
* The Notes issued will rank parri passu in all respects as direct,
unsubordinated and unsecured obligations of Windsor.
5. FINANCIAL EFFECTS OF THE INVESTMENT TRANSACTION
The financial effects of the investment transaction will not be significant for
shareholders of Jubilee. For the purpose of this paragraph, the JSE regards 3%
as being significant.
6. CONDITIONS PRECEDENT TO THE ACQUISITION
The investment transaction is unconditional.
7. OPINIONS AND RECOMMENDATIONS
The board of directors Jubilee is of the unanimous opinion that the terms and
conditions of the Acquisition are to the benefit of Jubilee shareholders.
Johannesburg and London
13 December 2006
Investment Bank and Sponsor in South Africa : Investec Bank
Corporate law advisors in South Africa : Yates Corporate Law
Technical advisor : Snowden
Date: 13/12/2006 10:00:01 Produced by the JSE SENS Department.
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