AA plc Proposals to Anaconda

Anglo American PLC 28 March 2001 News Release Anglo American Proposals to Anaconda Anglo American plc ('Anglo American') has today informed Anaconda Nickel Limited ('Anaconda') that it intends to requisition an Extraordinary General Meeting ('EGM') of Anaconda shareholders to propose a change in the composition of the board, including the removal of the company's chief executive officer ('CEO') and chief financial officer ('CFO'). As part of its proposals, Anglo American will be recommending the Anaconda board undertake a rights issue to raise A$100 million for interim working capital pending a full strategic review of the company, its prospects and financial structure. At the EGM shareholders would be asked to consider resolutions for the removal of all directors of Anaconda other than Messrs Campbell, Glasenberg, Linegar, Morrison and Stewart. If Anglo American's proposals are approved and implemented, Anglo American would be prepared to support the rights issue on normal commercial terms and conditions. If Anglo American's proposals are not approved, Anglo American will not provide any further financial support to Anaconda, unless and until the board and senior corporate management is reconstituted. Anglo American will continue to meet its pre-existing contractual commitments. Tony Trahar, CEO of Anglo American plc, explains, 'Anglo American has, through an approach to the Chairman of Anaconda, sought to resolve management issues without resort to a public process, but this approach has been unsuccessful. Anglo American has therefore reluctantly decided to take this initiative and firmly believes it is acting in the best interests of all Anaconda shareholders.' 'Anglo American has been concerned for some time by the poor operating and financial performance of Anaconda,' he said. 'Projections and financial forecasts made at the time of Anglo American's investment in 1999, and subsequently, have not been achieved. Anglo American has lost confidence in the Anaconda board, as currently constituted, as well as the CEO and the CFO, to achieve timely ramp-up of the Murrin Murrin plant and the transition of the company to a competitive and reliable supplier of quality nickel. In Anglo American's view, Anaconda's financial position (despite significant cash injection by Anglo American and others) prevents it from undertaking key capital expenditures or pursuing other value-adding opportunities.' The Proposals Under Anglo American's proposals, the only resolution to be voted on at the EGM will be the removal from office of the CEO, CFO and all members of the board with the exception of Messrs Campbell, Glasenberg, Linegar, Morrison and Stewart. In addition, Anglo will propose the following: * An additional Anglo nominee will be appointed to the board. Following this person's appointment, Mr Stewart will resign from the board. * James Campbell will be appointed as interim Chairman. The company will immediately seek to identify, with the assistance of a reputable international search consultant, a suitably qualified individual to assume the Chairmanship on a permanent basis, at which time Dr Campbell will resume his role as a non-executive director. * An interim CEO, if possible from within the company, and interim CFO will be appointed pending identification, through an international search consultant, of suitably qualified individuals to take up these roles on a permanent basis. The permanent CEO will be invited to join the board. * In due course the new board would seek to appoint an additional non-executive director. * A rights issue to raise $A100 million to provide interim working capital. The terms of the rights issue are yet to be agreed, but it is proposed that they would reflect those terms which are typical for an issue of this size. * An executive committee of the board, which shall include the interim CEO and CFO, be established and mandated to conduct a strategic review and to report back to shareholders on key conclusions and recommendations as soon as possible, but in any event, within 180 days. * The strategic review will include: * a full and thorough evaluation of the status of and prospects for Murrin Murrin phase one; * a review of current business development and expansion initiatives; and * an evaluation of the financial structure of Anaconda; Trahar concludes: 'Anglo American's proposals are obviously far reaching but are essential. They provide all shareholders with the opportunity to vote on changes to management and to take up their entitlement under the rights issue. They provide Anaconda with the highest probability of being able to crystallise shareholder value and regain the support of the investing community,' he said. Anglo American will shortly serve Anaconda with formal notice requisitioning the EGM and will thereafter write to Anaconda shareholders setting out its position and the terms and conditions of its proposal. Anglo American may withdraw its proposals, including its support of the rights issue, should Anaconda seek to unduly frustrate or delay shareholders' consideration of these proposals. For further information: Investor and Media Relations Anne Dunn Anglo American Mob: +27 82 448 2684 Kate Kerrison Felicity Allen Gavin Anderson & Company Gavin Anderson & Company + 61 2 9552 4499 + 61 3 9654 6555 Nick von Schirnding Marion Dixon Anglo American, London Anglo American, Johannesburg + 44 7771 737 055 + 27 11 638 3001 Notes to Editors: Anglo American plc is a global leader in the mining and natural resource sectors. It has significant and focused interests in gold, platinum, diamonds, coal, base and ferrous metals, industrial minerals and forest products, as well as financial and technological strength. The Group is geographically diverse, with operations and developments in Africa, Europe, South and North America and Australia. Anglo American represents a powerful world of resources. Anaconda, an Australian publicly traded company in which Anglo American currently holds 25.4%, has interests in nickel and cobalt operations in Western Australia. It is currently developing the Murrin Murrin laterite nickel project in Western Australia, which has begun production and is in the ramp-up phase, with other sites under feasibility study or consideration.
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