Arm and Assore to delist Assmang and enter into a 50/50 relationship
9 November 2005
Johannesburg, 9 November 2005 � Assore today announced its firm intention to make an offer to all Assmang shareholders other than Assore and ARM.
Assore has submitted to the board of directors of Assmang a notice of its firm intention to acquire all the shares in the issued ordinary share capital of Assmang, other than those already held by Assore and ARM. The purchase consideration payable in terms of the offer will be R2 600 in cash per Assmang share. This equates to a total consideration of R368 million and values Assmang at R9.2 billion. The cash consideration represents a premium of 28,6% to the 30day volume weighted average Assmang share price of R2 022 up to and including Tuesday, 8 November 2005. Assore and ARM, who collectively own 96.0% of Assmang’s shares, currently jointly control Assmang.
The offer by Assore will be implemented by way of a scheme of arrangement in terms of section 311 of the Companies Act proposed between Assmang and all of its shareholders other than Assore and ARM. Should the scheme be implemented, Assore will acquire all of the Assmang shares held by the minority shareholders of the company.
Subject to the scheme of arrangement being implemented, Assore will also acquire from ARM, at the offer price of R2 600 per Assmang share, such Assmang shares held by ARM representing 0.35% of Assmang’s issued share capital. If the scheme of arrangement and the sale of the 0.35% equity interest in Assmang held by ARM to Assore are implemented, Assore and ARM will jointly control Assmang with each holding a 50% equity interest. Assmang will be delisted from the JSE.
“The offer will facilitate the revision of the agreement governing the existing relationship between Assore and ARM and a modified joint control agreement will be implemented once the scheme of arrangement and the 0.35% Assmang equity interest sale transaction between Assore and ARM become unconditional,” commented Des Sacco, Chairman of Assore.
Says ARM CEO Andr� Wilkens: “The new shareholding structure and the joint control agreement will simplify the existing control arrangement in respect of Assmang. Assore and ARM will now continue to maximise value from Assmang’s substantial resource.”
The Assmang board has engaged KPMG to provide a fair and reasonable opinion on the terms and conditions of the offer and KPMG has provided a favourable preliminary opinion to the Assmang board. KPMG’s final opinion will be provided to shareholders in the scheme circular which will be posted to Assmang shareholders on Wednesday, 7 December 2005. It is expected that the scheme meeting will take place on 30 January 2006.
For more information please contact:
Executive: Corporate Development
Office: +27(11) 779 1300
or: 082 570 5064
Chief Executive: ARM Ferrous
Office: +27(11) 779 1000
or: +27(0)82 492 6948
Chief Executive Officer
Office: +27 (11) 770 6888
Assmang Limited is a company incorporated in the Republic of South Africa and supplies raw material to the world’s steel mills and alloy plants. Assmang currently has three operating divisions based on its three commodities, chrome, manganese and iron ore.
Assmang’s manganese division consists of its manganese mines in the Northern Cape, Nchwaning and Gloria, and its ferromanganese works at Cato Ridge in Kwa Zulu Natal. Sales volumes of manganese ore for the year ended June 2005 increased by 25,9% to 1 811 000 tons (2004: 1 438 000 tons).
The chrome division consists of the Dwarsrivier chrome mine and the Machadodorp ferrochrome works, both in Mpumalanga. Sales volumes of charge chrome decreased in 2005 to 262 000 tons (2004: 295 000 tons).
The iron ore division is made up of the Beeshoek mine as well vast iron ore resources in the Northern Cape around Postmasburg and on the three farms adjacent to Kumba Resources’ Sishen mine. Sales volumes of iron ore for the year ended June 2005 increased by 2,8% to 5 776 000 tons (2004: 5 460 000).
Formed in 1935 and listed on the Johannesburg Stock Exchange in 1936 the Group employs 2 773 people. Assmang has a market capitalisation of over R9 billion.
A longstanding arrangement exists between ARM and Assore Limited (“Assore”) in terms of which they act jointly in the interests of the Group. Both ARM and Assore shares are publicly traded on the Johannesburg Stock Exchange.
Forward Looking Statements
Certain statements in this presentation constitute “forward looking statements” within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US Securities Exchange Act of 1934. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the company to be materially different from the future results, performance or achievements expressed or implied by such forward looking statements. Such risks, uncertainties and other important factors include among others: economic, business and political conditions in South Africa; decreases in the market price of commodities; hazards associated with underground and surface mining; labor disruptions; changes in government regulations, particularly environmental regulations; changes in exchange rates; currency devaluations; inflation and other macroeconomic factors; and the impact of the AIDS crisis in South Africa. These forward looking statements speak only as of the date of publication of these pages. The company undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of publication of these pages or to reflect the occurrence of unanticipated events.