Disposal to De Beers, etc.
Anglovaal Mining Ld
3 February 2000
DISPOSAL TO DE BEERS CONSOLIDATED MINES LIMITED ('DE BEERS') OF AVMIN'S
DIAMOND INTERESTS ('THE DISPOSAL') AND PLACEMENT BY DE BEERS OF ITS
SHAREHOLDING IN AVMIN ('THE PLACEMENT') (TOGETHER 'THE TRANSACTION'), AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement dated 26 January 2000, the Board of
Directors of Avmin ('the Board') announces that agreement has been reached
which, subject to the fulfillment of the conditions precedent as outlined in
paragraph 3, will give effect to:
* the sale to De Beers of Avmin's 87.5% interest in the Saturn Partnership for
a cash consideration of R3.7 billion ('the Saturn disposal consideration').
Over and above this cash consideration, Avmin will receive its 87.5% share
(estimated to be approximately R258 million) of the royalty accruing to it
from the Saturn Partnership for the half year ended 31 December 1999;
* the sale to De Beers of Avmin's 20% interest in Finsch Diamonds
(Proprietary) Limited (which effectively equates to an 8% profit participation
in the Finsch mine) for a cash consideration of R20 million; and
* the conditional placement by De Beers of its 23 378 955 ordinary shares in
Avmin to portfolio investors who are not in any way related to the parties to
the disposal, involved in mining or concert parties to the current controlling
shareholders of Avmin.
The total disposal consideration of R3.72 billion will be payable into an
interest bearing escrow account on 31 March 2000. The full proceeds of the
escrow account will be released to Avmin upon the successful closure of the
transaction.
2. RATIONALE
The disposal offers Avmin the opportunity of disposing of a significant
investment over which it has no control and over which it exercises minimal
influence thus enabling the company to concentrate its focus on operating and
growing the three core areas of ferrous metals, base metals and gold.
3. CONDITIONS PRECEDENT
The closure of the transaction is subject to the following material suspensive
conditions precedent:-
* consent by Industrial and Commercial Holdings Group Limited ('ICH') required
in terms of the partnership agreements;
* approval by the Board;
* approval by the Board of De Beers;
* approval by the shareholders of Avmin;
* unconditional approval by the Competition Authorities, if required; and
* approval of the transaction and shareholder documentation by the
Johannesburg Stock Exchange ('JSE') and Securities Regulation Panel.
4. RELATED PARTY TRANSACTION
As De Beers owns 22% of Avmin, the disposal, if consummated, will be a related
party transaction in terms of the JSE Listings Requirements. Consequently, De
Beers will be precluded from voting on the resolution to give effect to the
disposal.
The Board will seek independent professional advice as to whether the disposal
is fair and reasonable to Avmin shareholders. This will be included in the
circular to be sent to Avmin shareholders.
5. OFFER BY DE BEERS TO ICH
De Beers has agreed to make an offer to ICH to acquire its 12.5% interest in
the Saturn Partnership at a price that is the economic equivalent price of the
Saturn disposal consideration.
6. FINANCIAL EFFECTS
On an Avmin ordinary shareholder:
Before sale After sale Increase
(cents) (cents) (%)
Headline earnings per share(1) 312 477(2) 52.8
Net book value per share(3) 1 884 5 384 185.8
Notes:
The pro forma financial effects of the disposal on the headline earnings per
share and the net book value per share are based on Avmin's published annual
financial statements for the financial year ended 30 June 1999.
(1) Assuming the disposal had taken place on 1 July 1998, and based on the
then weighted average of 92 893 930 Avmin ordinary shares in issue during the
year
(2) Assuming the proceeds of the disposal were invested at an after tax
interest rate of 10.5% for the full financial year
(3) Assuming the disposal had taken place on 30 June 1999
7. PROCEEDS OF THE DISPOSAL
The Board is considering a number of options (including a significant
distribution to the company's shareholders) regarding the optimal utilisation
of the proceeds of the disposal. The outcome of this process will be
communicated to shareholders as soon as practicable.
8. DOCUMENTATION
A further announcement regarding the salient dates of the transaction,
including the date of posting of shareholder documentation, will be made in
due course.
9. FURTHER CAUTIONARY ANNOUNCEMENT
The expected royalty of R258 million referred to in the introduction above is
based upon unaudited amounts supplied by De Beers.
Shareholders of Avmin are advised to continue to exercise caution when dealing
in their shares until a further announcement is made and until the final
audited amount of the royalty referred to above is available.
Johannesburg
3 February, 2000
Corporate adviser Legal advisers
Deutsche Bank Securities (SA) (Pty) Limited Jowell, Glyn & Marais
Joint sponsoring broker
Deutsche Bank Securities (Pty) Limited Joint sponsoring broker
(Member of the JSE) Investec Securities
Consultant to Avmin and De Beers on the Saturn Partnership
Goldman Sachs
Anglovaal Mining Limited (formerly Anglovaal Limited) ('the Company')
Reg. No. 05/04580/06
56 Main Street, Johannesburg, 2001, South Africa
Phone: (+27 11) 634-9111, Fax: (+27 11) 634-0038
news release
Contact details:
JULIAN GWILLIM
Direct line: (+27 11) 634-0092
Residence: (+27 11) 704-2282
Mobile: 082 4524 389
ANGLOVAAL MINING LIMITED
DISPOSES OF DIAMOND INTERESTS TO DE BEERS
FOR R3.72 BILLION CASH
Johannesburg, Thursday, 3 February 2000: Anglovaal Mining Limited (Avmin)
today announced that agreement has been reached with De Beers Consolidated
Mines Limited (De Beers), subject to the fulfilment of certain conditions
precedent, for the disposal of Avmin's diamond interests as well as the
placement by De Beers of its shareholding in Avmin in the hands of portfolio
investors.
The agreement constitutes that:
* Avmin will sell its 87,5% interest in the Saturn Partnership (which vehicle
receives 50% of the pre-tax profits from the Venetia diamond mine) to De Beers
for R3,7 billion in cash. In addition, Avmin will also receive its 87,5%
share of the royalty accruing from the Saturn Partnership for the half year
ended 31 December 1999. Avmin's share is estimated to be approximately R258
million;
* Avmin will sell its interest (which effectively equates to an 8% profit
participation in the Finsch mine) in Finsch Diamonds (Proprietary) Limited to
De Beers for R20 million cash; and
* De Beers will conditionally place its 23 378 955 ordinary shares in Avmin to
portfolio investors who are not in any way related to the parties to the
disposal, involved in mining or concert parties to the current controlling
shareholders of Avmin.
The total disposal consideration of R3,72 billion will be payable into an
interest bearing escrow account on 31 March 2000. The full proceeds of the
escrow account will be released to Avmin upon the closure of the transaction.
The closure of the transaction is subject to the following material suspensive
conditions precedent:
* consent by Industrial and Commercial Holdings Group Limited (ICH) required
in terms of the partnership agreements;
* approval by the Board of Avmin;
* approval by the Board of De Beers;
* approval by the shareholders of Avmin;
* unconditional approval by the Competition Authorities, if required, and
* approval of the transaction and shareholder documentation by the
Johannesburg Stock Exchange (JSE) and Securities Regulation Panel.
As De Beers owns 22% of Avmin, the disposal, if consummated, will be a related
party transaction in terms of the JSE Listings Requirements. Consequently, De
Beers will be precluded from voting on the resolution to give effect to the
disposal. The Avmin Board will seek independent professional advice as to
whether the disposal is fair and reasonable to Avmin shareholders. This will
be included in the circular to be sent to Avmin shareholders.
De Beers has also agreed to make an offer to ICH to acquire its 12.5% interest
in the Saturn Partnership at a price that is the economic equivalent price of
the Saturn disposal consideration.
Avmin's chief executive Rick Menell says: 'This transaction offers Avmin the
opportunity of disposing of a significant investment over which it has no
control and over which it exercises minimal influence. It will enable us to
concentrate our focus on operating and growing the three core areas of ferrous
metals, base metals and gold.'
'A number of options regarding the optimal use of the proceeds are being
considered, including a significant distribution to Avmin shareholders,' adds
Menell.
The financial effects to the value of an Avmin ordinary shareholder are as
follows:
Before sale After sale Increase
(cents) (cents) (%)
Headline earnings per share(1) 312 477(2) 52,8
Net book value per share(3) 1 884 5 384 185,8
The pro forma financial effects of the disposal on the headline earnings per
share assume the disposal took place on 1 July 1998 and based on the then
weighted average number of ordinary shares in issue of 92 893 930. The net
book value per share assumes that the disposal took place on 30 June 1999 and
that the proceeds were invested at an after tax interest rate of 10,5% for the
full financial year.