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.
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