Offer for Kumba Resources

Anglo American PLC 31 October 2003 Not for release, publication or distribution in or into the United States or Canada Anglo American plc (Incorporated in the United Kingdom) (Registration number: 3564138) (Share code: AGL) (ISIN Code: GB0004901517) ("Anglo American") ANNOUNCEMENT OF A MANDATORY OFFER TO KUMBA'S SHAREHOLDERS 1. INTRODUCTION Shareholders of Kumba Resources Limited ("Kumba") are advised that Anglo American, through its wholly owned South African subsidiary Anglo South Africa Capital (Proprietary) Limited ("ASAC"), has acquired an additional 2 019 507 Kumba shares at a maximum price of 3 600 cents per share bringing Anglo American's total shareholding in Kumba to 103 986 980 shares. As a consequence of Anglo American holding just over 35% of the issued share capital of Kumba, an affected transaction has occurred in terms of the Securities Regulation Code on Take-overs and Mergers and Rules of the Securities Regulation Panel. Accordingly, Anglo American is required to extend a mandatory cash offer to Kumba's shareholders, other than Anglo American and its concert parties, to acquire all of their shares in Kumba (the "offer shares") at a price of no less than 3 600 cents per share. Kumba's shareholders may accept the offer in whole or in part. The offer will be made by ASAC. 2. BACKGROUND AND RATIONALE FOR THE OFFER As a global mining and natural resources company, Anglo American has sought for some time to strengthen its existing mining interests with a significant investment in the iron ore sector. Anglo American has strong confidence in the South African mining industry and therefore has decided to reinvest a significant portion of the funds realised from the disposal of its non-core South African investments in Kumba. Kumba, the fifth largest iron ore producer in the world, has a high quality iron ore portfolio with an attractive growth profile. Anglo American intends to work together with Kumba to utilise the opportunity presented by exceptionally strong growth in global demand for iron ore to bring about a multi-billion Rand expansion of Kumba's iron ore assets and supporting infrastructure with a view to creating a world class iron ore operation with economic scale to compete internationally. As part of this strategy Anglo American will work together with all stakeholders to help unlock the significant efficiencies between the Northern Cape iron ore mines, Orex (owner of the Sishen Saldanha railway line) and the Saldanha Iron Ore Port. To this effect Anglo American signed a Memorandum of Understanding ("MOU") with the South African Government ("Government") on 17 December 2002 in terms of which both parties agreed to co-operate to establish a Public Private Partnership to ensure that the iron ore resources in the Northern Cape, together with Orex and the Saldanha Iron Ore Port, are developed to their full potential. The MOU affirms that Kumba will remain a South African company listed on the JSE Securities Exchange South Africa ("JSE"). Anglo American has separately committed to Government that it will not, at this time, increase its shareholding in Kumba above 49%. With a shareholding of around 49%, Anglo American will be an anchor shareholder for Kumba and will support Kumba's growth strategies. Furthermore, as a leading participant in the formulation of the Broad Based Socio-Economic Empowerment Charter (the Mining Charter), Anglo American supports the introduction of meaningful and sustainable empowerment in Kumba. Anglo American will encourage and support Kumba's management to implement its current and future empowerment initiatives. 3. TERMS OF THE OFFER ASAC will offer, irrevocably and unconditionally, to acquire the offer shares on the terms and conditions set out below. 3.1. The offer consideration The offer will be for a cash consideration of 3 700 cents per Kumba share. This represents a premium of approximately: - 3% to the closing share price of 3 600 cents per Kumba share on 30 October 2003, being the last trading day immediately prior to this announcement; and - 3% to the volume weighted average price per share over the 30 trading days immediately prior to this announcement. 3.2 Confirmation of financial resources Deutsche Securities (SA) (Proprietary) Limited has confirmed to the Securities Regulation Panel ("SRP"), and to the SRP's satisfaction, that ASAC has sufficient resources to honour its commitments in terms of the offer. 4. FINANCIAL EFFECTS Set out below, for illustrative purposes only, are the unaudited financial effects of the offer for Kumba shareholders who accept the offer, based on the audited results of Kumba for the year ended 30 June 2003: Before the offer After the offer Percentage change (cents per share) (cents per share) Market value 3 600 (1) 3 700 3 Net asset value 1 657 (2) 3 700 123 Net tangible asset value 1 651 (2) 3 700 124 Earnings 242 (3) 207 (4) (14) Headline earnings 264 (3) 207 (4) (22) Notes: 1. Being the closing share price on 30 October 2003, being the last trading day immediately prior to this announcement. 2. Being Kumba's reported net asset value per share and net tangible asset value per share as at 30 June 2003. 3. Being Kumba's reported earnings per share and headline earnings per share for the 12 months ended 30 June 2003. 4. Based on the assumption that the offer consideration of 3 700 cents per share was invested in a 365 day call account earning an average after-tax return of 5.6% during the 12 month period ended 30 June 2003. 5. No account has been taken of Capital Gains Tax in the calculation of the financial effects of the offer on Kumba shareholders who accept the offer shown in the table above. 5. SPECIAL ARRANGEMENTS - No arrangements, undertakings or agreements have been concluded between Anglo American, ASAC, Kumba or any party acting in concert with any of them in relation to the offer shares. - No arrangements, undertakings or agreements (including any compensation arrangements) which have any connection with, or dependence on the offer, exist between Anglo American, ASAC, or any concert party and any director of Kumba or any person who was a director of Kumba during the past 12 months prior to the offer or any holder of Kumba shares or any person who was a holder of Kumba shares within a period of 12 months prior to the offer. 6. OFFER DOCUMENT An offer document setting out the full details of the offer will be posted as soon as possible and in any event within 30 days from the date of this announcement. A further announcement detailing the salient dates of the offer will be published as soon as possible. Contact information Nick von Schirnding Head of Investor Relations Tel: +44 20 7698 8540 Kate Aindow Media Relations Tel: +44 20 7698 8619 The offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or Canada and, subject to certain exemptions, the offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States or Canada. Accordingly, neither copies of this announcement nor any related offer documentation are being or may be mailed or otherwise distributed or sent in or into or from the United States or Canada. In the United Kingdom this announcement is only intended for investment professionals, high net worth companies, partnerships, associations or trusts and investment personnel of any of the foregoing (each within the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001) and any other persons to whom it may be communicated lawfully. No other person in the United Kingdom should act or rely on it. Persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement includes forward-looking statements relating to the offer and Kumba, including those pertaining to the anticipated benefits to be realised from the proposed offer. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Kumba, or industries in which they operate, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. This information is provided by RNS The company news service from the London Stock Exchange
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