Implats - Signature of legal agreements; financial effects and withdrawal of
Impala Platinum Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
Share code: (`IMP/IMPO`)
Signature of legal agreements; financial effects and withdrawal of cautionary
In September 2003, Implats announced that it had signed a memorandum of
understanding with Lonmin Plc (`Lonmin`) regarding the sale of Implats`
27.1% stake in Eastern Platinum Limited and Western Platinum Limited
(collectively `Lonplats`) to Lonmin and a grouping of black empowerment
consortia for US$800 million (`the Transaction`).
The terms of the Transaction were progressed and in May 2004, a further
announcement was made stating that the Transaction comprised Implats
selling 9% of Lonplats to a consortia of historically disadvantaged South
African`s (`HDSAs` ) for US$240.1 million and 18.1% to Lonmin for US$554.4
million, providing a gross disposal price for Implats of US$794.5 million.
As an indivisible part of the Transaction, Lonmin and the HDSAs will then
each sell 9% of Lonplats to a newly formed HDSA-controlled company -
Incwala Resources (Pty) Limited.
To facilitate the Transaction and the establishment of Incwala Resources,
Implats will provide vendor financing of US$95 million to the HDSAs.
2. FINANCIAL EFFECTS
The following table has been prepared for illustrative purposes only and
sets out the unaudited pro forma financial effects of the Transaction based
on the audited annual results of Implats for the year ended 30 June 2004.
`Before` `After` Percentage
actual pro forma change
Note (cents) (cents) (%)
Earnings per share 1 44.50 44.30 (0.45)
Headline earnings per 1 39.66 39.46 (0.51)
Net asset value per 2 160.48 217.58 35.58
Weighted average no 3 66 579 629 66 579 629
Ordinary shares in 4 66 621 177 66 621 177
1. The `Before` column reflects the earnings and headline earnings per
share as extracted from the published audited annual financial
statements (`AFS`) of Implats for the year ended 30 June 2004. The
`After` column reflects the earnings and headline earnings per share
as if the Transaction had been effective from 1 July 2003. In both the
`Before` and `After` columns, the headline earnings per share is after
adjusting for the profit on the disposal of Barplats Investments
Limited, amounting to R322.3 million.
Accordingly, the `After` earnings and headline earnings per share are
reflected after the:
* elimination of the equity accounted earnings of Lonplats; and
* inclusion of the after tax interest that would have been earned
on the net cash proceeds of the Transaction.
The US$95 million vendor financing to be provided by Implats to the
HDSAs is interest free for a period. (US$60 million bears interest
after year two for three years and US$35 million is interest free for
five years). Had interest on such loans been factored into the
calculation in the `After` column, the small negative variance
reflected for both earnings and headline earnings would be eliminated.
2. The `Before` column reflects the net asset value per share extracted
from the Implats AFS for the year ended 30 June 2004. The `After`
column reflects the net asset value per share as if the Transaction
was effective on 30 June 2004.
Accordingly, the `After` net asset value per share reflects the
* the elimination of the carrying value of the Lonplats investment;
* the inclusion of the gross disposal price for the Transaction.
3. The `Before` and `After` columns reflect the weighed average number of
shares in issue for the financial year ended 30 June 2004.
4. The `Before` and `After` columns reflect the number of shares in issue
as at 30 June 2004.
3. WITHDRAWAL OF CAUTIONARY
Shareholders of Implats are no longer required to exercise caution in their
dealings in Implats shares, with respect to the Transaction.
4. FURTHER NOTIFICATIONS
All parties have now signed final legal agreements subject only to certain
conditions precedent, including shareholder approval by Lonmin`s
shareholders for the Transaction, which are required to be fulfilled prior
to completion of the Transaction. Implats will publish an announcement in
the press to notify its shareholders on the completion of the Transaction.
6 September 2004
Member of the Deutsche Bank Group
Date: 06/09/2004 11:00:07 AM
Produced by the JSE SENS Department