Anpario Regulatory News (ANP)

23 Oct 2008 14:57

Joint SENS and media release

Royal Bafokeng Holdings to assume control of the Bafokeng Rasimone Platinum Mine Joint Venture, including the Styldrift Platinum project, through a BEE restructuring agreement with Anglo Platinum

Johannesburg - 23 October 2008 - Anglo Platinum and the investment arm of the Royal Bafokeng Nation, Royal Bafokeng Holdings (RBH), have reached agreement to restructure the Bafokeng Rasimone Platinum Mine (BRPM) Joint Venture which includes the Styldrift Platinum project - the 50/50 joint venture partnership between Royal Bafokeng Resources (RBR), RBH's wholly owned-subsidiary, and Anglo Platinum ("the Parties"). 

The restructuring will result in the creation of a Historically Disadvantaged South African ("HDSA") controlled platinum group metal ("PGM") producer in line with Anglo Platinum's commitment to broad based BEE as a strategic transformation objective and in support of the ownership requirements of the Mining Charter.  The transaction will be effected through the establishment of NewCo Platinum (NewCo), a company which will assume control over all current and future operations of the BRPM joint venture and will be controlled by RBH and independently managed. Administrative and technical support services currently provided by Anglo Platinum will be migrated from Anglo Platinum to NewCo over a period of between 12 and 24 months.

The existing sale of concentrate agreement in place between the BRPM Joint Venture and Anglo Platinum will remain in place and Anglo Platinum will continue to smelt, refine and sell all metal produced. In terms of the restructuring agreement, RBH will have the right to elect to purchase 50% of refined metal arising from BRPM from Anglo Platinum at market prices. RBN will have the opportunity to exercise this right to purchase metal from 2012. 

The Parties have agreed to list 67% of the BRPM JV via NewCo and upon listing, to occur within 3 years of closing, the final envisaged structure will be achieved as shown in figure 2 below. 

Figure 1: Current structure

RBH

*

* 100%

*

APL RBR

* *

50% * * 50%

* * * *

*

Unincorporated BRPM JV

Figure 2: Final structure

RBH Minorities

* *

65% * * 20%

*  *

* * * Newco listed

15% *   *

* * 100%

* *

APL RBR

* *

33% * * 67%

* * * * *

*

Unincorporated BRPM JV

Prior to listing Anglo Platinum will retain an effective 50% interest in the BRPM JV. In order to facilitate the listing of NewCo Anglo Platinum will sell down its holding, which will include a 5% stake received from a new issue of NewCo shares in compensation for the transfer of control to RBH, to an effective 43% interest in the BRPM JV.

Until the listing of NewCo, Anglo Platinum and RBR will continue to have equal representation on the Management Committee of the BRPM JV. Subsequent to the listing, RBR will appoint the majority of the management committee members.

The Parties expect to sign final transaction agreements during the latter part of 2008. The transaction is precedent upon conditions that include endorsement by the Department of Minerals and Energy, the conversion of BRPM's mineral rights, a due diligence as well as regulatory and third party approvals.

"This major step," says Niall Carroll, CEO of RBH, "is in line with RBH's strategy of maximising value of the Group's PGM interests, and creates an independent black controlled PGM producer that can list on the JSE Securities Exchange. We are also excited at the prospect of acquiring and marketing our share of the platinum metal from the BRPM JV."

"NewCo will focus on both organic and acquisitive growth, serving as a platform, with strong empowerment credentials and a solid capital structure, for the consolidation of mid-tier regional PGM assets", adds Carroll.

Neville Nicolau, CEO of Anglo Platinum said, "We are pleased that this empowerment transaction creates an independent producer with growth potential, compensates us for the change in control and we believe, addresses the outstanding requirements of the BRPM joint conversion submission".

"The Royal Bafokeng Nation's long-standing involvement in platinum positions them well as a long-term independent participant in the industry", he added.

Editors Notes

BRPM JV:

The BRPM JV was established in 2002 to exploit PGMs in the Merensky and UG2 reefs on the Boschkoppie, Frischgewaagd and Styldrift farms in the Rustenburg area. BRPM produced its first concentrate from the Boschkoppie property in December 1999. The operation has the potential to produce more than 400 000 ounces of platinum when the Styldrift project reaches steady state levels.

For the year ended 31 December 2007, total mine production was 2.57 million tonnes, processed through the mill yielding 190 500 refined platinum ounces.  

Styldrift Platinum project: The Anglo Platinum and RBH Boards approved the Styldrift Merensky Project during Q3 2008. This project, at a capital cost of R7.6 billion in 2008 money terms excluding sunk costs, will process 230 000 tons of Merensky Reef per month via a new twin shaft system and a new concentrator. At steady state production in 2015 this project will increase BRPM's production to 450 000 tons per month and 400 000 ounces of refined platinum per annum.

NewCo : NewCo will be incorporated as a wholly-owned subsidiary of RBRH, which is, in turn, owned in its entirety by RBH. Currently, NewCo's only asset will be 100% of the issued shares in RBR - the current holder of a 50% participation right in the BRPM JV.

RBH: 

RBH is the primary investment vehicle of the Royal Bafokeng Nation (RBN), a community of approximately 300 000 Tswana speaking people with substantial, minerals-rich land holdings in South Africa's North West Province. The company was established in 2006 through the merger of Royal Bafokeng Resources - set up in 2002 to manage the community's mining interests - and Royal Bafokeng Finance - formed in 2004 to develop a diversified, non-mining asset base. RBH's overall business objective is to maximise the returns on its investments to provide the RBN community with sustainable, long-term benefits.

Ends

For more information contact:

Anglo Platinum: RBH

Trevor Raymond Mpueleng Pooe

+27(0)11 373-6462 +27(0)11 219-6034

+27(0)82 654 8467 +27(0)82 894 3801