Black Empowerment Transaction
Jubilee Platinum PLC
27 February 2004
Press Release: 27 February 2004
Jubilee Platinum Concludes a Transaction with New Africa Mining Fund involving
K-Plats (Pty) Limited a Black Empowerment Group in South Africa
Jubilee Platinum plc ('Jubilee'), the AIM quoted mining group, has concluded a
transaction ('Transaction') with New Africa Mining Fund ('NAMF'), a highly
respected South African Private Equity Fund, whose goal is to help foster mining
activities and empowerment in South Africa and the rest of Africa, particularly
assisting junior mining companies. The Transaction also involves K-Plats (Pty)
Limited ('K-Plats'), a black-owned, South African empowerment company.
In terms of the Transaction, Jubilee's South African operating subsidiaries,
Maude Mining and Exploration (Pty) Limited ('Maude') and Dullstroom Plats (Pty)
Limited ('Dullstroom') will be transferred into a new South African company, to
be known as Jubilee Platinum SA (Pty) Limited ('Jubilee SA').
NAMF has agreed to subscribe for up to 10% of the entire issued share capital of
Jubilee SA, and simultaneously extend equity loans to Jubilee SA of
approximately £920,000 (all figures herein are in UK sterling converted at an
exchange rate of ZAR12.4 / £1). The right may be exercised in whole or in part
and is dependent on inter alia NAMF being satisfied with Maude and Dullstroom's
exploration results.
NAMF may convert its shares in Jubilee SA to shares in Jubilee on the basis of
0.748% of the entire issued share capital of Jubilee for each 1% of the entire
issued share capital of Jubilee SA being converted. In addition, NAMF may
subscribe for 2.52% of the entire issued share capital of Jubilee for an
aggregate subscription price of approximately £307,000.
NAMF has also been granted certain options to subscribe for up to 26% of the
entire issued share capital of each of Dullstroom and Maude, in two tranches of
15% and 11% respectively, for an aggregate subscription price of £1.37m for the
first option and 11% multiplied by 46.75% (in respect of Dullstroom) and 38.25%
(in respect of Maude) of Jubilee's total market capitalisation at the date
immediately preceding the exercise of the second option and calculated on the
basis of the volume weighted average traded price of the Jubilee shares over the
30 trading days preceding the date of exercise of the second option. NAMF has
transferred these options to K-Plats. The options may be exercised
independently in respect of each of Dullstroom and Maude and independently of
each other.
The Transaction marks a milestone for Jubilee. Having the right empowerment
partner in place is crucial to accelerating the development of its prospective
PGM projects in South Africa going forward. The Transaction was negotiated at
fair value and was based upon a price per Jubilee share of 28p, the price at
which Jubilee's recent placement of £1.79m was carried out in December 2003.
Colin Bird, CEO of Jubilee said: 'This transaction is the fruition of many
months' work and we believe it will serve as a model for future empowerment
deals in South Africa. We have taken particular care with the structure of the
deal to ensure maximum value for shareholders of Jubilee Platinum plc. We are
delighted to have New Africa Mining Fund and K-Plats as partners and we believe
that these relationships will help us to achieve our aim of building a
significant presence in the platinum production industry in Southern Africa'.
Slumko Sowazi, Chairman of K-Plats said: 'There is no doubt that Jubilee
Platinum is committed to the empowerment process in South Africa and we see our
partnership as a fantastic initiative within this process. We at K-Plats are in
turn committed to building shareholder value with Jubilee Platinum and believe
that together we will develop a long term, mutually beneficial relationship,
with a pipeline of exploration projects that will drive growth over the next 5
years.'
Arthur Mashiatshidi, CEO of NAMF said: 'The transaction has provided NAMF with
an exciting opportunity to pursue early stage platinum exploration projects in
South Africa, as well as facilitating the participation of K-Plats in a unique
BEE structure. We look forward to working together with Jubilee and K-Plats in
growing Jubilee's presence in South Africa.'
Transaction Key Terms and Conditions:
• The exploration assets of Maude and Dullstroom will be transferred into
Jubilee SA, in which Jubilee will initially have a 100% shareholding.
• NAMF will have the right to subscribe for up to a maximum of 10%
interest in Jubilee SA, provided NAMF simultaneously extends a loan to Jubilee
SA in an amount of up to £920,000.
• NAMF may subscribe for its 10% interest in two equal tranches.
• NAMF may elect to subscribe for some and not all of the second tranche
or may elect not to continue if exploration results are not encouraging.
• NAMF has been granted a first option to subscribe, in whole or in part,
in up to three tranches, for 15% of the entire issued share capital of each of
Maude and Dullstroom. The total price payable on exercising the first option is
approximately £1.37 million.
• NAMF will pay to Jubilee SA approximately £21,000 in consideration for
the granting of the first option.
• NAMF has been granted a second option to subscribe, in whole or in
part, in up to two tranches, for a further 11% of the entire issued share
capital of each of Maude and Dullstroom at subscription prices equal to 11%
multiplied by 38.25% (in respect of Maude) and 46.75% (in respect of Dullstroom)
of Jubilee's total market capitalisation at the date immediately preceding the
exercise of the second option, and calculated on the basis of the volume
weighted average traded price of the Jubilee shares over the 30 trading days
preceding the date of exercise of the second option.
• No consideration is payable for the second option.
• NAMF has agreed to transfer to K-Plats, the options to acquire the 15%
and 11%, respectively, of each of Maude and Dullstroom.
• NAMF will be granted an option to convert, in whole or in part and in
one or in a number of tranches its Jubilee SA shareholding into ordinary shares
of Jubilee, in the ratio of 0.748% of the entire issued share capital of Jubilee
for each 1% of the entire issued share capital of Jubilee SA being converted.
This conversion would represent 7.48% of Jubilee's issued share capital.
• NAMF will also be granted an option to acquire a further 2.52% of the
total issued share capital of Jubilee for a subscription price of £306,000
• These two options are exercisable at any time between one and four
years from the agreement becoming unconditional.
• Both NAMF and K-Plats will have the right to appoint one director to
the board of Jubilee SA, whilst Jubilee will have the right to appoint two
executive directors to such board.
The Transaction is an important milestone and emphasises Jubilee's strong
commitment to the South African platinum mining industry.
Ends
For further information please contact:
Colin Bird Justine Howarth / Cathy Malins
Jubilee Platinum plc Parkgreen Communications Ltd
Tel: 020 7584 2155 Tel: 020 7493 3713
www.jubileeplatinum.com
Notes to Editors:
Keys Management Profile
K-Plats is a wholly owned empowerment subsidiary of Keys Mining Resources (Pty)
Ltd (KMR). KMR was established in early 2002 with initial capital from the
founders, which include two high profile non-executives, the Chairman Slumko
Sowazi, whose experience includes strategic management in large corporations and
operational management of companies, and Chief Executive Christian Cordier, who
has extensive experience in corporate finance.
K-Plats has also entered into confidential discussions with various industry
players for the acquisition and mining of key platinum resources in different
parts of South Africa. Central to K-Plats' strategy is forming partnerships
with other empowerment mining companies, to spread empowerment participation,
and applying for mineral rights, which will form the basis for joint ventures
with other established industry players.
The New Africa Mining Fund
The New Africa Mining Fund was launched in October 2002 to help fund mining
activities and empowerment in South Africa and the rest of Africa - especially
in the area of junior mining. NAMF has received backing from the International
Finance Corporation (IFC), the private sector lending arm of the World Bank
Group, Gold Fields Limited, Harmony Gold Mine Ltd, Kumba Resources Ltd, BHP
Billiton plc, ABSA Corporate and Merchant Bank, Sanlam Ltd., the Industrial
Development Corporation of South Africa and the Development Bank of South
Africa.
The fund will improve the availability of finance for entrepreneurs, who have
previously had limited access to capital. This will promote growth of the junior
mining sector, create jobs, encourage wider economic participation, and optimize
the utilization of mineral resources. The New Africa Mining Fund has a target
market capitalization of $100 million and will make minority equity-type
investments in junior mining companies with the right growth credentials.
This information is provided by RNS
The company news service from the London Stock Exchange