Anpario Regulatory News (ANP)

31 Jan 2008 09:50

Anglo American PLC31 January 2008 MVELAPHANDA RESOURCES LIMITED(Incorporated in the Republic of South Africa)(Registration number 1980/001395/06)(ISIN: ZAE000050266)(Share code: MVL)("Mvela Resources") NORTHAM PLATINUM LIMITED(Incorporated in the Republic of South Africa)(Registration number 1977/003282/06)(ISIN: ZAE000030912)(Share code: NHM)("Northam") ANGLO PLATINUM LIMITED (PROPRIETARY) LIMITED(Incorporated in the Republic of South Africa)(Registration number 1946/022452/06)(ISIN: ZAE000013181)(Share code: AMS)("Anglo Platinum") MVELAPHANDA HOLDINGS (PTY) LIMITED(Incorporated in the Republic of South Africa)(Registration number 1997/021524/07)("Mvela Holdings") ANGLO AMERICAN PLC(Incorporated in the United Kingdom)(Registration number 3564138)(ISIN: GB00B1XZS820)(Share code: AGL)("Anglo American") AFRIPALM RESOURCES (PROPRIETARY) LIMITED(Incorporated in the Republic of South Africa)(Registration number 2006/011933/07)("Afripalm Resources") JOINT UPDATED TRANSACTION ANNOUNCEMENT 1. Introduction and Transaction update Shareholders of Anglo Platinum, Mvela Resources and Northam ("the parties") are referred to the joint announcement published by the parties on 4 September 2007 regarding: • the proposed acquisition by Mvela Resources of Anglo Platinum's entire interest (comprising 53.1 million shares, being 22.3% of the issued share capital) in Northam and Anglo Platinum's 50% effective interest in the Booysendal Platinum Project ("Booysendal") for a total cash consideration of R4 billion; • the proposed subsequent acquisition by Northam of 100% of Booysendal; and • a specific issue of ordinary shares by Mvela Resources to Afripalm Resources (collectively, "the Transaction"). The parties advised on 7 November 2007 that, due to the complexity of theTransaction, the circulars to Mvela Resources and Northam shareholders wereexpected to be posted during January 2008. As more fully described below, theproposed Transaction terms have been amended. Accordingly, the circulars toMvela Resources and Northam shareholders are expected to be posted during March2008. The confirmatory due diligence process has been completed and the principles ofthe key Transaction agreements have been finalised. The requisite approvalfrom the Competition Tribunal has been received for the increase in MvelaResources' stake in Northam and for the acquisition by Northam of Booysendal.To the extent the amendments to the Transaction referred to below require afurther competition authority approval, this will be sought. The implementation of the Transaction remains subject to the fulfilment or,where appropriate, waiver of the following remaining conditions precedent: • conclusion of all the requisite agreements; • approval by the remaining relevant regulatory authorities and other third parties; and • approval by shareholders, where required, in general meetings. 2. Amendment to Transaction terms The acquisition by Mvela Resources of Anglo Platinum's effective 50% interestin Booysendal and the subsequent disposal of Mvela Resources' 100% interest inBooysendal to Northam was based on the assumption that Booysendal comprised aMineral Resource of 112 million oz 4PGE (4PGE being platinum,palladium, rhodium and gold), subject to the completion of confirmatory duediligences. The far southern extent of the Eastern Limb of the Bushveld Complex (where thesouthern end of Booysendal is located) is known to be structurally andgeologically more complex than the northern extent. This is related to therelatively shallow presence of Transvaal Supergroup rocks that have affectedthe structure and mineralisation of the Merensky and UG2 reefs, possiblycontributing to challenging mining conditions in certain areas. An independentdue diligence study on Booysendal commissioned by Northam, which assumed ahigher geological loss due to these factors in the southern area, ascribed some94 million oz 4PGE of Mineral Resource to the Booysendal property. Consequently the basis upon which value was determined by Anglo Platinum andMvela Resources and which was reflected in the Transaction terms announced on4 September 2007 has been revised. In order to ensure that the BEE transactionoriginally proposed continues to benefit from the same high degree ofsustainability, the parties agreed to: • increase the extent of the Booysendal property; and • to reduce the consideration, in Northam ordinary shares due. Accordingly, the terms of the Transaction have been amended as follows: • the northern limit of the Booysendal property to be acquired will be extended by a dip line commencing 1.3 kilometres northward along the surface strike length of the ore body, including the overlying surface rights (the "Booysendal Extension"). The additional resource in the Booysendal Extension currently forms part of Anglo Platinum's Der Brochen project area. The increased Booysendal property including the Booysendal Extension now contains a total mineral resource estimated to be approximately 103 million oz 4PGE. On average the geological certainty in the new area is superior to that in the far southern part of Booysendal; and • the number of Northam shares to be received by Mvela Resources in consideration for 100% of Booysendal will be reduced from 125 million to 121 million new Northam shares. 3. Ancillary assets and services Agreement in principle between the parties has been reached regarding ancillaryassets and services which are required to ensure the technical and economicsustainability of Booysendal. These include, inter alia: • Electrical power: Booysendal will have access to up to 16MVA of the surplus transformer capacity installed at Mototolo until the end of the first quarter of calendar 2011, providing adequate lead time for the acquisition of new transformers for Booysendal. The Mototolo project is a joint venture between Anglo Platinum and XK Platinum Partnership (consisting of Xstrata South Africa Pty) Ltd ("Xstrata") and Kagiso Platinum Venture (Pty) Ltd). Anglo Platinum and Xstrata support this arrangement. • Water: An allocation of 7 megalitres of water per day from the existing Lebalelo water scheme will be allocated to Booysendal. This is sufficient until the commissioning and initial production stages, after which water supplies will be augmented by supplies from the De Hoop dam (due to be completed in 2013). The Lebalelo pipeline, which currently terminates at Mototolo, will be extended to Booysendal. • Tailings dam: Studies to identify suitable sites for tailings dams will be commissioned over the Der Brochen and the Booysendal areas. To the extent that suitable surplus tailings dam site(s) are identified on the property of either party, such site(s) will be offered to the other party at a market-related consideration. • Access to Booysendal: Anglo Platinum will grant traversing rights over Der Brochen to Booysendal. 4. Pro forma financial effects Shareholders are referred to the pro forma financial effects which were set outin the announcement dated 4 September 2007 and are advised that those pro formafinancial effects have changed. Details of these changes are set out in theseparate Mvela Resources and Northam announcement releasedtoday. 5. Circulars Circulars to shareholders of Mvela Resources and Northam relating to thematters contemplated in this announcement will include the relevant CompetentPerson's Reports required in terms of the Listings Requirements of the JSELimited and are expected to be posted to Mvela Resources and Northamshareholders during March 2008. Johannesburg31 January 2008 Financial advisor Legal counsel to Merchant bank andand sponsor to Mvela Resources transaction sponsorMvela Resources to Anglo Platinum JP Morgan Bowman Gilfillan RMB Sponsor to Anglo Independent Legal counsel to NorthamPlatinum technical advisor to Northam Merrill Lynch The Mineral Brink Cohen Le Roux Corporation Financial advisor to Legal counsel to Legal counsel toAfripalm Afripalm Mvela Holdings Nedbank Capital Edward Nathan Hofmeyr Inc Sonnenbergs Advisor to Anglo Legal counsel toAmerican and Anglo Anglo PlatinumPlatinum Rothschild Deneys Reitz Sponsor to Northam Legal counsel to Anglo American BJM Corporate Webber WentzelFinance Bowens This information is provided by RNS The company news service from the London Stock Exchange