Release of Circular

Anglo American PLC Zambia Copper Investments Limited 15 March 2000 ANGLO AMERICAN AND ZCI CONFIRM RELEASE OF CIRCULAR TO ZCI SHAREHOLDERS: KONKOLA COPPER MINES TRANSACTION AND DISPOSAL OF SHARES IN ZCCM Anglo American plc (Anglo American) and its subsidiary Zambia Copper Investments Limited (ZCI) are pleased to announce that their respective boards of directors have approved the release of a circular to ZCI shareholders providing details of the proposed Konkola Copper Mines transaction and the disposal of shares in Zambia Consolidated Copper Mines Limited (ZCCM). The release of this circular is an important step in the process to closure of the transactions and reflects the significant progress made towards fulfilment of the conditions precedent to the Sale and Purchase Agreement. Subject to the fulfilment of the remaining conditions, which include the approval of the ZCI shareholders, completion of the transactions is now scheduled to occur on 31 March 2000. Anglo American intends to procure that its interest votes in favour of the transactions at the Special General Meeting to be held on 29 March 2000. The Konkola Copper Mines transaction includes the acquisition from ZCCM, by Konkola Copper Mines PLC (KCM), a subsidiary of ZCI in which International Finance Corporation (IFC) and CDC Group plc (CDC) will each hold 7.5 per cent (refer below), of the assets of the Konkola Division, the Nchanga Division (including the Chingola refractory ore stockpiles) and the Nampundwe pyrite mine, and the granting to KCM of an option over the Nkana smelter, refinery and acid plant. In a related transaction, ZCI will dispose of its 27.3 per cent interest in ZCCM. Key features of the ZCI circular are given below. 1. Rationale for the transactions As part of a general liberalisation programme designed to encourage development in Zambia and attract foreign investment, which has included the removal of exchange controls and the restructuring of the tax regime, the Government of the Republic of Zambia (GRZ) embarked on a major privatisation programme. This acquisition is an important element of that programme, which recognises the need for the introduction of private sector management and new investment to return the existing assets to profitability and facilitate the development of the Konkola Deep Mining Project (KDMP). The Konkola Deep deposit, with ore reserves of 100 Mt grading 4.33 per cent copper and ore resources of 55 Mt grading 3.13 per cent copper, is expected to produce an average of 210 ktpa of copper for at least 23 years. The ZCI directors recognise the cyclical nature of the copper price and believe that a long mine life serves to mitigate this risk. The ZCI directors believe that the existing operations can be returned to profitability within a reasonable period and, combined with the long life KDMP, provide ZCI shareholders with an opportunity to invest in a major long life, low cost, copper mining project. However, the ZCI directors also recognise that the profitability of KCM's operations is highly sensitive to copper prices on the world's commodity markets. 2. The Acquisition At completion, KCM will be owned as to 65 per cent by ZCI and 20 per cent by ZCCM. ZCCM's interest in KCM comprises a 5 per cent free carried interest and a 15 per cent repayable carried interest. ZCI has invited IFC and CDC to acquire 7.5 per cent each of KCM. The participation of these organisations, which is a condition to completion, is subject to the approval of their respective boards. In addition to its 20 per cent interest in KCM, as consideration for the assets, ZCCM will receive from KCM a cash consideration of US$30 million payable at completion, a deferred cash consideration of US$60 million (payable in six equal annual instalments commencing on 1 January 2006) and the benefits of copper and cobalt price participation schemes (payments under which are subject to aggregate maximum caps of US$16 million per annum and US$125 million over the life of the schemes). The US$30 million cash consideration payable by KCM will be funded by the capital contributions of KCM's shareholders (excluding ZCCM). It is anticipated that the deferred cash consideration of US$60 million and any payments under the schemes will be funded from cash generated by KCM's operations. KCM will, subject to the viability of the operations, be committed to capital expenditure of US$208 million during the first three years following completion. This commitment is subject to proportional reduction if, at KCM's discretion, it chooses to close down or significantly curtail operations temporarily or permanently, for reasons including, inter alia, the occurrence of certain force majeure events or adverse economic circumstances. KCM's forecast capital expenditure for the first three years following completion (excluding KDMP) is expected to be US$260 million. The requirements of KCM in respect of working capital and capital expenditure (other than finance to be raised in respect of KDMP) will be funded by a combination of shareholder contributions (excluding ZCCM) and funds generated from KCM's operations. KCM will also be committed to commencing the implementation of KDMP at an expected cost of US$523 million within 18 months of completion or as soon thereafter as financing of up to US$313 million is available as limited recourse project financing on acceptable terms and if the price of copper has exceeded an average of US$1,700/t for a 12 month period. The ZCI directors anticipate that the balance of the KDMP funding will be sourced from cash generated from the operations. The ZCI directors are giving consideration to the most appropriate means of raising the necessary long-term capital requirements of ZCI. Anglo American will procure, on terms to be agreed, financial facilities sufficient to meet ZCI's share of the funding requirements up to a maximum of US$310 million. The Assets to be acquired The Assets to be acquired pursuant to the Sale and Purchase Agreement comprise the following copper and cobalt mining and processing facilities: - the Konkola Division; - the Nchanga Division, including the Chingola refractory ore stockpiles; - the Nampundwe Mine; and - infrastructure associated with the above facilities, including the Konkola, Nchanga and Nampundwe concentrators and the Nchanga tailings leach plant. In addition, KCM will have an option to acquire the Nkana smelter, refinery and acid plant as described below. The Option In addition to acquiring the assets, KCM will have a five year option to acquire the Nkana smelter, refinery and acid plant, which will be transferred prior to completion to a newly formed, wholly owned subsidiary of ZCCM and managed by Anglo American prior to exercise or lapse of the option. In the last two years of the option period, ZCCM will be free to sell the smelter, refinery and acid plant, subject to KCM having a pre- emption right. The option price will be US$7 million (expressed in January 2000 money terms). It is a condition of completion that ZCCM procures that its subsidiary has a loan facility of US$81 million in place to enable management to effect the necessary refurbishment of the managed assets and to satisfy the company's working capital requirements. If the option were to be exercised, KCM would assume the obligation to service the loan. 3. The Disposal In a parallel transaction, ZCI has agreed to sell its 27.3 per cent interest in ZCCM to GRZ at completion for a cash consideration of US$30 million (expressed in January 2000 money terms) on a deferred payment basis payable in six equal annual instalments commencing on 1 January 2006. The disposal is conditional upon completion of the Sale and Purchase Agreement and the approval of ZCI Shareholders. Enquiries: Glen Finnegan Anne Dunn +27 11 638 3217 (w) +27 11 638 4730 (w) +27 83 284 4129 (mobile) +27 82 448 2684 (mobile)
UK 100