Anglo American PLC
30 April 2001
News Release
30 April 2001
Increased recommended offer by DBI for De Beers
Anglo American plc ('Anglo American') announces that DBI, in which it will
have a 45 per cent. shareholding, has today confirmed an increase to the terms
of DBI's recommended offer for De Beers.
The increased terms will result in De Beers Public Linked Unitholders (being
all De Beers Linked Unitholders other than CHL, Anglo American, Debswana and
their respective subsidiaries) receiving, for each De Beers Linked Unit,
consideration of:
* 0.446 of an Anglo American Share;
* US$15.35 (ZAR122.30) in cash; and
* an amount equal to the Anglo American final dividend for the year ended
31 December 2000 (subject to approval by shareholders of Anglo American at
its Annual General Meeting scheduled for 15 May 2001) of US$1.30 (or the
equivalent in South African Rands (ZAR9.9743)) for each Anglo American
Share received, before giving effect to mix and match elections.
The aggregate value to be received by De Beers Public Linked Unitholders,
including the De Beers combined final dividends of US$1.00, will be US$45.94
(ZAR366.03) per De Beers Linked Unit, on the basis of an Anglo American Share
price of US$65.05 at the close of business on 27 April 2001, being the last
business day prior to this announcement. Based on the fully diluted number of
De Beers Linked Units, consideration of US$45.94 per De Beers Linked Unit
corresponds to an implied total equity value for De Beers of US$18.7 billion.
This increase will be funded by a further US$250 million in DBI senior debt
and a pro rata contribution from each of the DBI shareholders in respect of
the remainder. Anglo American's required contribution in respect of its 45 per
cent. shareholding in DBI will be funded entirely from the increased value
attributed to its 32 per cent. holding in De Beers.
The shareholdings in DBI will continue to be held as to 45 per cent. by Anglo
American, 45 per cent. by a subsidiary of CHL and 10 per cent. by Debswana.
Debswana will, in addition, hold an approximate 11 per cent. interest in the
CHL subsidiary.
Anglo American's Extraordinary General Meeting will take place as scheduled on
4 May 2001 to seek shareholder approval of the Transaction and the proposed 3
for 1 bonus issue.
The De Beers Consolidated Scheme Meeting for De Beers Linked Unitholders to
approve the Transaction, scheduled for 4 May 2001, is expected to be adjourned
in order to give De Beers Linked Unitholders time to consider the revised
terms. The adjourned meeting is expected to be held on 18 May 2001.
The Anglo American Independent Committee continues to believe the Transaction
to be in the best interests of the shareholders of Anglo American as a whole.
The members of the Anglo American Independent Committee, who have been so
advised by Merrill Lynch, continue to consider the terms of the Transaction to
be fair and reasonable so far as the shareholders of Anglo American as a whole
are concerned. In providing its advice, Merrill Lynch has taken into account
the Anglo American Independent Committee's commercial assessment of the
Transaction. Accordingly, the members of the Anglo American Independent
Committee unanimously recommend shareholders to vote in favour of the
resolution to approve the Transaction to be proposed at the EGM.
For further information
Anglo American, London UK Media
Investor Relations Edward Bickham
Nick von Schirnding +44 207 698 8547
+44 207 698 8817 Kate Aindow
+44 207 698 8619
Anglo American, Johannesburg
SA Media
Mike Spicer
+27 11 638 3301
Anne Dunn
+27 11 638 4730
Defined terms used in this announcement are the same as in the circular to
shareholders dated 10 April 2001.
Merrill Lynch International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Anglo
American in connection with the Transaction and for no one else and will not
be responsible to anyone other than Anglo American for providing the
protections afforded to customers of Merrill Lynch International or for giving
advice in relation to the Transaction.
Cazenove & Co. Ltd. which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively for Anglo American in
connection with the Transaction and for no one else and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to customers of Cazenove & Co. Ltd. or for giving advice in relation
to the Transaction.
END
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