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Circular to Amplats Shareholders - Anglo American Platinum

Circular to Amplats Shareholders - Anglo American Platinum

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“Securities Services Act”“SENS”“Share Option Scheme”“Share Option Scheme 2003”“Share Schemes”“South Africa”“Specific Issue”“Strate”“Subscription and RepurchaseAgreement”“Subscription Date”“Subscription Price”“Subscription Shares”“TNAV”“Trading Day”“Transaction Term”“Transaction Value”“Transfer Secretaries”Securities Services Act (Act 36 of 2004), as amended;the Securities Exchange News Service of the JSE;the <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited Share OptionScheme constituted in terms of a deed adopted at a general meetingof <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited (as it was then known),on 12 November 1998, as subsequently amended;<strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited Share Option Scheme2003 constituted in terms of a deed adopted at a general meetingof <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited (as it was then known)on 30 March 2004, as subsequently amended;the <strong>Amplats</strong> share schemes being the Share Option Scheme,the Long -Term Incentive Plan, the Share Option Scheme 2003 and theBonus Share Plan;the Republic of South Africa;the specific issue of the Subscription Shares by <strong>Amplats</strong> <strong>to</strong> the Trustin accordance with the Subscription and Repurchase Agreement;Strate Limited (registration number 1998/022242/06), a public companyincorporated in accordance with the laws of South Africa and a registeredCentral Securities Deposi<strong>to</strong>ry responsible for the electronic cus<strong>to</strong>dy andsettlement system used by the JSE;the subscription and repurchase agreement between <strong>Amplats</strong> and theTrust dealing, inter alia, with the allotment and issue of the SubscriptionShares <strong>to</strong> the Trust and the repurchase by <strong>Amplats</strong> of certain of thoseSubscription Shares;the date on which the Trust subscribes for the Subscription Shares,which shall occur on the Closing Date;the price per share at which the Trust will subscribe for the SubscriptionShares, being the par value of the Subscription Shares, and the aggregateSubscription Price being calculated as the Subscription Price multipliedby the number of Subscription Shares;6 290 365 <strong>Amplats</strong> Ordinary Shares <strong>to</strong> be issued and allotted by <strong>Amplats</strong>,and subscribed for by the Trust, which number of <strong>Amplats</strong> OrdinaryShares is determined as the Transaction Value divided by the MarketValue of an <strong>Amplats</strong> Ordinary Share, as at the date which is two TradingDays immediately preceding the Announcement Date, as adjusted fromtime <strong>to</strong> time <strong>to</strong> the extent that such shares become Repurchase Sharesor Unencumbered Shares;tangible NAV;each Trading Day of an <strong>Amplats</strong> Ordinary share on the JSE, beinga Business Day;the period from (and including) the Subscription Date <strong>to</strong> (and including)the End Date;approximately R3.5 billion being the gross transaction value calculatedas an amount equivalent <strong>to</strong> approximately 2.33% of <strong>Amplats</strong> marketcapitalisation (post the issue of the Subscription Shares) as atthe date which is two Trading Days immediately preceding theAnnouncement Date;Computershare Inves<strong>to</strong>r Services Proprietary Limited (registrationnumber 2004/003647/07), a private company incorporated in accordancewith the laws of South Africa;10

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