Statement re Harmony/Avgold
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 1993 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')
DETAILED JOINT CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
The Boards of Avmin, Harmony and ARMI have reached agreement in principle
regarding a range of indivisible transactions which, if implemented, will
result in the creation of the largest black controlled mineral resources
company in South Africa under the leadership of mining entrepreneur, Patrice
Motsepe.
The transactions, which are subject to the fulfilment of the conditions
precedent detailed in paragraph 8, are as follows:
* Avmin will dispose of its entire 42.2% interest in Avgold Limited
('Avgold') to Harmony, the consideration for which will be discharged by
the issue of new Harmony shares ('the Avgold Share Disposal');
- Avmin will acquire from the ARM group of companies ('ARM'):
* ARM's entire indirect 13.6% interest in Harmony;
* ARM's 41.5% effective interest in the Modikwa Joint Venture,
the consideration for which will be discharged by the issue of new Avmin shares
to ARM or its nominee (collectively referred to as the 'Avmin Acquisitions');
* Avmin will acquire the Kalplats platinum discovery and associated mineral
rights from Harmony, the consideration for which will be discharged by the
issue of new Avmin shares (the 'Kalplats Acquisition'); and
* Harmony will merge its remaining shares in Avmin with the Avmin shares
controlled by ARM, post the above transactions, either through a sale
transaction or a voting pool arrangement ('the ARM Control Structure').
The above transactions are collectively referred to as 'the Transaction'.
2. RATIONALE AND PROPOSED NEW STRUCTURE
The Avmin board of directors has completed its review of the strategic
direction and future structure of the Avmin Group referred to at the time of
announcing Avmin's provisional results on 11 September 2003. The two key
objectives of the review were to:
* establish Avmin as a fully empowered mineral resources company, utilising
the Avmin Group's resources to become a preferred partner-of-choice for new
South African mining ventures; and
* build a strong financial base for Avmin to support new mining investments,
in particular its large in-house projects, including the Nkomati nickel
mine expansion.
The Transaction will result in ARM becoming the effective controlling
shareholder of a larger, diversified and empowered Avmin, with significant
holdings in gold, platinum, nickel and ferrous metal assets. As a consequence
Avmin, without placing Harmony's black economic empowerment credentials at
risk, will be well positioned to secure significant funding (as debt and
capital markets allow) for its existing projects and to participate in further
growth opportunities that the South African mining sector offers, taking
advantage of its unique empowerment status. All parties have agreed that Avmin
will change its name to African Rainbow Minerals Limited.
For a diagrammatic explanation of the resultant Avmin Group structure please
refer to the paid announcement to be published on 14 November 2003.
Gold asset portfolio
Avmin's gold assets will comprise a holding of 22.2% in Harmony which in turn
will hold a 53.7% interest in Avgold (42.2% from Avmin plus current holding of
11.4% prior to any mandatory offer being made by Harmony to the minority
shareholders of Avgold), forming the fifth largest gold producer globally with
4.3 million ounces of production per annum and with an estimated 470 million
resource ounces.
Harmony has over the past three years upgraded its production base with a range
of quality enhancing acquisitions. The company is currently developing five
mines, which is intended to increase the company's underground recovery grade
by some 13% over the next four years. The acquisition of 42.2% of Avgold will
further enhance the overall quality of the company's production base.
Platinum Group Metals ('PGM') portfolio
The Avmin PGM asset portfolio will comprise assets that have the potential of
achieving significant attributable production levels in future years. This
includes the 41.5% indirect interest in the Modikwa Joint Venture and a 55%
interest in the Two Rivers project. Furthermore, the 75% held Nkomati mine is
contemplating a major expansion project which will form part of Avmin's PGM
asset portfolio.
Ferrous metals asset portfolio
Avmin's ferrous metals asset portfolio will comprise the iron ore, manganese
and chrome businesses held through its existing 50.3% interest in Assmang
Limited.
Assmang's total product sales for 2003 were:
Metric tons 000's
Iron ore 5 263
Manganese ore (excluding deliveries to the Cato Ridge alloy 1 171
operation)
Manganese alloys 206
Charge chrome 244
Chrome ore (excluding deliveries to Machadodorp alloy operation) 20
3. BOARD OF AVMIN
Following the conclusion of the proposed Transaction, Patrice Motsepe will
become the Chairman of Avmin and Rick Menell will be deputy Chairman.
The Board composition will be reviewed and changes considered to reflect the
new controlling shareholding in Avmin.
4. THE PROPOSED TRANSACTION
1. The Avgold Share Disposal
Avmin will dispose of its entire holding of 286 305 263 ordinary shares in
Avgold (42.2%) to Harmony for a consideration to be settled by the issue to
Avmin of 28 630 526 new Harmony shares. This represents a ratio of 1 Harmony
share for every 10.0 Avgold shares based on the 30 day volume weighted average
traded prices.
2. The Avmin Acquisitions
Avmin will acquire:
* ARM's entire indirect holding of 35 002 396 Harmony shares; and
* ARM's 83% indirect shareholding in the ARM Mining Consortium Limited which
in turn holds 50% in the Modikwa Joint Venture, a joint venture in respect
of the Modikwa Platinum Mine,
for a consideration to be settled by the issue to ARM of 87 750 417 new Avmin
shares at an issue price of R50 per Avmin share.
1. The Kalplats Acquisition
Avmin will acquire the Kalplats platinum discovery and associated mineral
rights from Harmony to be settled by the issue to Harmony of 2 000 000 new
Avmin shares.
2. The ARM Control Structure
Harmony will merge its entire holding of 38 789 761 Avmin shares (20.1% post
dilution) remaining after the implementation of the Avmin Acquisitions with the
Avmin shares held by ARM (either through a sale transaction or voting pool
arrangement).
As a result, 63.2% of Avmin will be black controlled.
5. MANDATORY OFFER TO AVGOLD MINORITIES
Pursuant to the successful implementation of the Avgold Share Disposal, Harmony
will hold in excess of 35% of the issued share capital of Avgold. In terms of
the Securities Regulation Code on Takeovers and Mergers and Rules of the
Securities Regulation Panel ('the Code'), Harmony will be required to extend a
mandatory offer to the other shareholders of Avgold ('the Avgold minority
shareholders') for the remaining 46.3% of Avgold in accordance with the
requirements of the Code. Accordingly Harmony will extend an offer to the
Avgold minority shareholders to acquire all or part of their Avgold shares for
the same consideration as the Avgold Share Disposal.
6. CHANGE OF CONTROL IN AVMIN AND WAIVER OF MANDATORY OFFER
Pursuant to the successful implementation of the Avmin Acquisitions, ARM, will
hold in excess of 35% of the issued share capital of Avmin. The Securities
Regulation Panel has indicated to ARM and Avmin that it will allow ARM to
dispense with the requirement to extend a mandatory offer to Avmin minority
shareholders, provided a simple majority of the Avmin shareholders excluding
Harmony and ARM in general meeting waive the requirement for a mandatory offer.
Accordingly, as a condition precedent to the Avmin Acquisitions, shareholders
of Avmin will be requested to waive the requirement for a mandatory offer by
ARM.
7. RELATED PARTY TRANSACTIONS AND VOTING RESTRICTIONS
Harmony is a material shareholder of Avmin. As a result, the Avgold Share
Disposal and the Kalplats Acquisition are related party transactions in respect
of Avmin in terms of the Listings Requirements of the JSE Securities Exchange,
South Africa ('the Listings Requirements'). Accordingly, Harmony may not vote
its shares in Avmin on the Avmin shareholder resolutions required to approve
the Avgold Share Disposal and the Kalplats Acquisition.
8. CONDITIONS PRECEDENT
Implementation of the Transaction will be subject, inter alia, to:
* the signature of the requisite legal agreements and such agreements
becoming unconditional;
* the obtaining of the necessary regulatory approvals; and
* the obtaining of third party and shareholder approvals, to the extent
required, including the waiver, in general meeting, by Avmin minority
shareholders of the requirement for a mandatory offer by ARM.
9. OPINIONS AND RECOMMENDATIONS
As the Avgold Share Disposal and the Kalplats Acquisition are related party
transactions, the board of directors of Avmin will appoint an independent
adviser to advise Avmin minority shareholders in respect of the Avgold Share
Disposal and the Kalplats Acquisition as required by the Listings Requirements.
Deutsche Securities (SA) (Proprietary) Limited has been the adviser to the
Avmin board on the restructuring review and the Transaction.
10. CAUTIONARY ANNOUNCEMENT
A further announcement will be made on SENS and in the press as soon as the
requisite legal agreements have been signed and the financial effects
finalised. Accordingly, both Avmin and Harmony shareholders are advised to
exercise caution when trading in their securities until such time as a further
announcement is made which is expected to be at the end of November.
Johannesburg
13 November 2003
Financial adviser and sponsor to Avmin Financial adviser to Harmony & ARMI and
sponsor to Harmony
Deutsche Securities J P Morgan
Member of the Deutsche Bank Group
Attorneys to Avmin Attorneys to Harmony
Deneys Reitz Cliffe Dekker --> [Author:AR]
Attorneys to ARMI
Bowman Gilfillan --> [Author:AR]