IMPLATS AGREES WITH LONMIN THE SALE OF IMPLATS 27.1% IN LONPLATS COMPANIES AND
THE FACILITATION OF EMPOWERMENT PROCESS
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number : 1959/001979/06
Share code : IMP / IMPO
ISIN ZAE 000003554
("Implats")
LONMIN Plc
(Incorporated in the United Kingdom)
Share code : LON
ISIN code : GB0031192486
("Lonmin")
IMPLATS AGREES WITH LONMIN THE SALE OF IMPLATS 27.1% IN LONPLATS COMPANIES AND
THE FACILITATION OF EMPOWERMENT PROCESS
Introduction
Lonmin Plc ("Lonmin") and Impala Platinum Holdings Ltd ("Implats") announced
today that they have signed a non-binding conditional Memorandum of
Understanding ("MoU") for the sale by Implats of its entire 27.1% holding in
Western Platinum Ltd. and Eastern Platinum Ltd. (together referred to as
"Lonplats"). Lonmin currently holds the balance of 72.9% of Lonplats, which is
Lonmin"s principal operating subsidiary. The sale will simplify the structure
of both Implats and Lonmin and lays the foundation for a significant Black
Economic Empowerment (BEE) transaction in due course. The sale will also
generate substantial additional foreign direct investment by Lonmin in South
Africa.
The key terms of the MoU are as follows:-
Implats will dispose of its entire 27.1% holding in Lonplats for US$800m. The
Principals" Agreement between Lonmin and Implats regulating their relationship
as shareholders and governing related matters will terminate by mutual agreement
on completion of the transaction, thus ending joint control of Lonplats, the
restrictions relating to the introduction of new shareholders and the change of
control clause relating to Lonmin. The transaction will occur as follows :
Implats will sell to Lonmin its 9.1% interest of the issued share capital of
Lonplats for a consideration of US$269 million. Part of this consideration will
be satisfied by the payment of Implats" share of the final Lonplats dividend,
estimated at US$27 million.
Implats will simultaneously sell 18% of the issued share capital of Lonplats for
a consideration of US$531 million to a new company (Newco) to be jointly formed
and owned (50:50) by Lonmin and Implats. Historically Disadvantaged South
Africans (HDSAs) will be invited to acquire a controlling stake in Newco in a
process that will be facilitated by both Lonmin and Implats and overseen by
Lonmin.
Newco will be funded through an initial equity capital contribution by Lonmin
and Implats of US$115.5 million each. The balance of Newco"s capital of US$300
million is expected to comprise senior debt facilities, mezzanine finance and
HDSA equity. This is expected to be arranged by J.P. Morgan and Standard Bank.
Lonmin and Implats intend initiating the empowerment process promptly. HDSAs
will be invited to subscribe for and/or purchase shares in the equity of Newco
with a view to Newco becoming controlled by HDSA"s. Lonmin will oversee this
process with Implats" participation.
Conditions and Timetable
The parties will enter into the sale and purchase agreement when satisfactory
debt financing for Newco has been secured and once the parties have received
confirmation to their reasonable satisfaction from the Department of Minerals
and Energy that Charter Scorecard credits in respect of units of
production/equity ownership will be granted both to Implats and to WPL/EPL upon
Newco becoming HDSA-controlled.
The transactions in the shares in Lonplats and the formation of Newco are
conditional, inter alia, on the signing of legally binding agreements between
the parties, the approval of Lonmin shareholders (being related party
transactions under the UK Listing Rules), completion of the financing of Newco
and the approval of the South African competition authorities and other relevant
regulatory authorities.
Lonmin and Implats will work towards the signing of legally binding agreements
between them and Newco by 31 December 2003. Subject to the receipt of the
necessary approvals, completion is expected to take place by 27 February 2004.
An announcement containing full details of the transaction, including the
financial effects will be made in due course.
Peter Joubert, Chairman of Implats said:
"This transaction has the potential to be another step in Implats" continued
rationalisation of its structure in line with the objectives we have set
ourselves to unlock shareholder value. As our group has transformed itself from
a resource-constrained company to one which has a range of growth opportunities,
so the strategic holdings that we have built up over time have become less
important. Lonplats has become a good cash generator for Implats" and played a
significant role in funding the opportunities for growth. We have, however,
consistently maintained our position that we believed that our share price has
not recognised the full value of this investment.
Sir John Craven, Chairman of Lonmin said:
"This transaction will consolidate Lonmin"s position in Lonplats and end
Lonplats joint control, significantly enhancing Lonmin"s strategic flexibility.
It is a substantial foreign investment in South Africa and also underlines
Lonmin"s support and endorsement of the South African Government"s BEE
initiative for the mining industry.
Commenting on the announcement the Minister of Minerals and Energy, Ms Phumzile
Mlambo-Ngcuka said :
"The said assets under consideration are amongst the best in SA and in the
world.
Successful conclusion of a deal with a BEE partner could be one of the biggest
transactions in the mining industry.
We welcome the steps undertaken by Impala and Lonmin and we are optimistic that
further discussions between the Department and the two companies will lead to
compliance with the requirements of the Broad-Based Socio-Economic Empowerment
Charter of the mining industry."
Press Enquiries:
For Lonmin in London
Anthony Cardew/ Clea Bourne CardewChancery +44 207 930 0777
For Lonmin in Johannesburg
Jackie Range CardewChancery +44 7951 010 926
For Implats
Charmane Russell/ Janet Whitaker Russell Associates +27 11 880
3924
Analyst Meeting:
An Analyst Meeting will be held today, 18 September 2003, in London at 14:00
(BST) and in Johannesburg at 15:00 (CAT):
London Analyst Meeting:
Cazenove
20 Moorgate
London EC2R 6DA
+44 20 7588 2828
Johannesburg Analyst Meeting:
Jacaranda Room
Sandton Sun & Towers - Sandton
18 September 2003
Date: 18/09/2003 10:30:05 AM Produced by the JSE SENS Department
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