Anglovaal Mining Ld
1 November 2001
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ANGLOVAAL MINING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1933/004580/061)
('Avmin')
(Share code: AIN)
(ISIN Code: ZAE 000017141)
STIMELA MINING LIMITED
(Registered in the British Virgin Islands)
(Registration number: 462007)
('Stimela')
The disposal by Avmin of its shareholding in Iscor Limited ('Iscor') to Stimela
and the creation of a joint venture between Avmin and Stimela
1. Background and rationale
On 1 February 2001, Avmin announced that it had acquired an interest
of 35 293 300 ordinary shares in Iscor with the express intention of
unlocking value in Iscor. The board of Avmin believed at the time that
Iscor's share price did not reflect its full potential value and this
made possible an inexpensive investment to participate in strategic
opportunities. As a condition of the initial purchase of the Iscor
shares, an option was granted on a portion of these shares and, on 19
September 2001, 4,200 000 of these options were exercised. This
resulted in a holding for Avmin of 31 093 300 Iscor shares, which is
approximately 11.5 per cent of Iscor's issued share capital.
The board of Avmin decided during August 2001 to explore a range of
alternatives in relation to Avmin's shareholding in Iscor, which would
best satisfy two key priorities:
+ address Avmin's funding requirements; and
+ maintaining a strategic interest in Kumba Resources Limited
('Kumba').
Having thoroughly reviewed all alternatives, including a firm outright
purchase offer for the Iscor shareholding, Avmin's board determined
that the most attractive route from both a financial and strategic
perspective was to enter into an agreement to sell its Iscor shares
and to form a joint venture with Stimela ('the agreement').
2. The transaction
Avmin and Stimela have concluded an agreement in terms of which Avmin
will, subject to the fulfillment of the suspensive condition set out
in paragraph 8 below, sell its entire Iscor shareholding to Stimela.
Stimela will pay to Avmin an amount of R24.00 per Iscor share for its
entire shareholding of 31 093 300 shares. This represents a total
consideration of R746 239 200 for Avmin. The consideration will be
paid in two equal cash installments, the first due on 5 November 2001
and the remainder on 6 May 2002. Stimela has also granted Avmin a call
option ('the Option'), details of which are set out in paragraph 3
below, on the shares of Kumba, post the unbundling of Iscor.
3. The Option
The Option has been granted to Avmin by Stimela, assuming and
following the unbundling of Iscor, to acquire between 10 per cent and
25 per cent of all the Kumba shares beneficially held by Stimela at
the time of exercising the Option. The cost of the Kumba shares to
Avmin will be R20.25 per Kumba share, plus related transaction costs
and interest. The Option can be exercised any time after the listing
of Kumba until 5 November 2002.
The Option enables Avmin, assuming the unbundling of Iscor, to
participate in any upside in the Kumba share price.
4. The joint venture
The agreement allows Avmin to retain both financial and strategic
upside in Kumba, while at the same time, it provides Avmin with
funding for its working capital and investment needs. Avmin, through
Assmang Limited, has significant iron ore interests in the Northern
Cape and believes that material value may potentially be unlocked over
time in respect of these reserves, in conjunction with Stimela. As
such, Avmin and Stimela have agreed to share a common objective of
unlocking the potential value in the Northern Cape iron ore fields.
Avmin has the right to appoint a director to the board of Stimela and,
if Avmin exercise the full Option, it will have the right to nominate
50% of the directors of Stimela.
Negotiations with an empowerment partner are advanced, which could
result in the empowerment partner acquiring 10 per cent of the joint
venture.
5. Warranties
The agreement incorporates such warranties as are usual for a
transaction of this nature.
6 Financial effects for Avmin
Before After % change
(cents) (cents) increase
Headline EPS 259.3 297.9 14.9
Fully diluted headline EPS 250.7 288.1 14.9
NAV 3640 3908 7.3
The 'Before' column reflects the headline EPS and fully diluted headline EPS
for the year ended 30 June 2001. Headline EPS and fully diluted headline EPS
in the 'After' column represents the pro-forma effect of the sale on headline
EPS and fully diluted headline EPS assuming:
* the effective date of the sale of the shares held in Iscor was on 30
June 2000;
* that the sale consideration had been invested in an interest bearing
account at 10.15% per annum for the 12 months ended 30 June 2000.
NAV in the 'Before' column reflects the NAV as at 30 June 2001. NAV in the
'After' column represents the pro forma effect on the sale of the shares held
in Iscor on the NAV, assuming that the sale had been effective on 30 June
2000.
7. Opinion from the independent advisor to Avmin
Deutsche Securities (SA) (Proprietary) Limited has provided a formal
opinion to the Avmin board that this transaction is fair and
reasonable from a financial point of view to Avmin and its
shareholders.
8.Suspensive condition
The implementation of the sale is subject to, inter alia, Avmin to
obtain the release of the Iscor shares from certain cessions and
pledges to its financiers.
31 October 2001
Sponsor to Avmin Merchant Bank to Stimela
Deutsche Securities (SA) (Pty) Limited Investec Corporate Finance
(Registration number 1995/011798/0721) Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to the transaction
Jowell, Glyn & Marais Inc
(Registration number 1990/000849/21)
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