Statement re Further Joint Cautionary Announcement
Anglovaal Mining Limited African Rainbow Minerals & Harmony Gold Mining
Exploration Investments Company Limited
(Incorporated in the (Proprietary) Limited
Republic of South Africa) (Incorporated in the
(Incorporated in the Republic of South Africa)
(Registration number 1933 Republic of South Africa)
/004580/06) (Registration number 1950
(Registration number 1997/ /038232/06)
(Share code: AIN) 020158/07)
(Share code: HAR)
(ISIN code: ZAE000017141) ('ARMI')
(ISIN code: ZAE000015228)
('Avmin')
('Harmony')
- FINANCIAL EFFECTS; AND
- FURTHER JOINT CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Avmin and Harmony are referred to the detailed joint cautionary
announcement dated 13 November 2003 regarding a range of indivisible
transactions involving Avmin, Harmony and ARMI ('the Transaction').
2. FINANCIAL EFFECTS
The following tables have been prepared for illustrative purposes only and set
out the pro forma financial effects of the Transaction per ordinary share of
Avmin and Harmony, respectively, based on the audited annual financial
statements of Avmin and Harmony for their financial years ended 30 June 2003.
2.1 Avmin financial effects
1 Before the 2 Adjustments 3 After the Percentage
Transaction before the Transaction change
(cents per Transaction (cents per
share) (cents per share)
share)
Net asset value 4407 4407 4987 13.2
Net tangible asset 4401 4401 4984 13.2
value
Earnings (170) 194 1171 503.6
Headline earnings 176 175 291 66.3
Weighted average 112 046 000 112 046 000 201 796 417
number of shares
Number of shares 112 601 980 112 601 980 202 352 397
issued
Notes:
1. The `Before the Transaction' financial information has been extracted,
without adjustment, from the Avmin published audited results.
2. The `Adjustments before the Transaction' include adjusting for the sale of
Chambishi Metals plc and the placement of 90 000 000 Avgold shares in April
2003, on the assumption that both were effective 1 July 2002 for earnings
effects and 30 June 2003 for net asset value effects.
3. The `After the Transaction' financial information is based on the
following:
* for earnings and headline earnings per share, the Transaction was effective
1 July 2002;
* for net asset and net tangible asset value per share, the Transaction was
effective 30 June 2003;
* adjusting for the sale of Chambishi Metals plc on the assumption that the
Chambishi disposal was effective 1 July 2002 for earnings effects and 30
June 2003 for net asset value effects;
* Avmin disposed of 90 000 000 Avgold shares, with effect from 1 July 2002
for earnings effects and 30 June 2003 for net asset value effects;
* Avmin acquired ARMI's 41.5% effective interest in the Modikwa Joint Venture
with effect 1 July 2002 for earnings effects and 30 June 2003 for net asset
value effects;
* Avmin acquired Kalplats with effect 1 July 2002 for earnings effects and 30
June 2003 for net asset value effects;
* Adjustments have been made to Modikwa's financial statements to comply with
IFRS and accounting policies; and
* Harmony is equity accounted by bringing in 22.27% of the Harmony earnings
for the year to 30 June 2003.
4. A share price of R50 per Avmin share, R101.07 per Harmony share and an
implied Avgold share price of R10.11 has been used.
2.2 Harmony financial effects
1 Before the 2 Adjustments 3 After the Percentage
Transaction before the Transaction change
(cents per Transaction (cents per
share) (cents per share)
share)
Net asset value 4 732 6 361 7 174 12.8
Net tangible asset 4 732 5 208 5 759 10.6
value
Earnings 359 721 574 (20.4)
Headline earnings 661 885 715 (19.2)
Weighted average number 177 954 245 241 620 912 278 897 939
of shares
Number of shares issued 184 854 115 248 520 782 285 797 809
Notes:
1. The 'Before the Transaction' effects have been extracted from the annual
financial statements of Harmony for the year ended 30 June 2003.
2. The 'Adjustments before the Transaction' include adjusting for the effects
of:
* the merger between Harmony and ARMgold; and
* the acquisition of a total effective interest of 34.5% in Avmin, after
adjusting for the effects of Avmin's interest in Chambishi Metals plc on
the assumption that these transactions were effective 1 July 2002 for
earnings effects and 30 June 2003 for net asset value effects.
3. The 'After the Transaction' effects are based on the following assumptions:
* for earnings and headline earnings per share, the Transaction was effective
1 July 2002;
* for net asset and net tangible asset value per share, the Transaction was
effective 30 June 2003;
* Avgold disposed of its interest in ETC mine with effect 1 July 2002 for
earnings effects and 30 June 2003 for net asset value effects; and
* Avmin acquired ARMI's 41.5% effective interest in the Modikwa Joint Venture
with effect 1 July 2002 for earnings effects and 30 June 2003 for net asset
value effects.
4. A share price of R50 per Avmin share, as announced in the detailed joint
cautionary dated 13 November 2003, has been used.
3. FURTHER JOINT CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the requisite legal agreements are still being
finalised. Accordingly, the shareholders of both Avmin and Harmony are advised
to continue to exercise caution when trading in their securities until a
further announcement is made.
Johannesburg
18 December 2003
Financial adviser and sponsor to Avmin Financial adviser and sponsor to
Harmony and joint financial adviser to
ARMI
Deutsche Securities JPMorgan
Deutsche Securities (SA) (Proprietary)
Limited
(Registration number 1995/011798/07)
Member of the JSE Securities Exchange
South Africa
Attorneys to Avmin Joint financial adviser to ARMI
Deneys Reitz Attorneys Nedbank Corporate
Attorneys to Harmony
Cliffe Dekker
Attorneys to ARMI
Bowman Gilfillan
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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