Circular to Amplats Shareholders - Anglo American Platinum

More documents

Recommendations

Info

CORPORATE INFORMATIONGroup company secretary and registered officeMr D J AlisonAnglo American Platinum LimitedIncorporated in the Republic of South Africa(Registration number 1946/022452/06)55 Marshall StreetJohannesburg, 2001(PO Box 62179, Marshalltown, 2107)http://www.angloamericanplatinum.comTransfer secretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)Legal and tax advisers:Community Development TransactionWebber Wentzel10 Fricker RoadIllovo BoulevardIllovo, 2196(PO Box 61771, Marshalltown, 2107)Independent Reporting AccountantsDeloitte & Touche(Practice number 902276)Registered AuditorsDeloitte Place, The Woodlands20 Woodlands Drive, Woodmead, 2196(Private Bag X6, Gallo Manor, 2052)Legal advisers: Companies Act 2008and Share SchemesEdward Nathan Sonnenbergs Inc150 West StreetSandton, 2196(PO Box 783347, Sandton, 2146)Community engagement advisersSRK Consulting (South Africa) Proprietary Limited265 Oxford RoadIllovo, 2196(PO Box 55291, Northlands, 2116)Merchant bank and sponsorRand Merchant Bank(a division of FirstRand Bank Limited)(Registration number 1929/001225/06)1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton, 2146(PO Box 786273, Sandton, 2146)
The definitions and interpretation provisions set out on pages 5 to 11 of this Circular shall applymutatis mutandis to this section.ACTION REQUIRED BY AMPLATS SHAREHOLDERSIF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, PLEASE CONTACT YOUR BANKER, BROKER,CSDP, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.IF YOU HAVE DISPOSED OF ALL OF YOUR AMPLATS SHARES, THIS CIRCULAR SHOULD BE HANDEDTO THE PURCHASER OF SUCH SHARES OR TO THE BROKER, CSDP, BANKER OR OTHER AGENT THROUGHWHOM THE DISPOSAL WAS EFFECTED.A General Meeting of Amplats Shareholders will be held at 12:00, at the registered office of the Company,18th Floor, 55 Marshall Street, Johannesburg on Wednesday, 14 December 2011 to consider and, if deemedfit, pass, with or without modification, the special and ordinary resolutions required to: (i) implement theCommunity Development Transaction as detailed in this Circular; (ii) approve, in specific terms, the provisionof financial assistance by the Company in terms of sections 44 and 45 of the Companies Act to the Trust forthe purpose of or in connection with the subscription for the Subscription Shares as part of the CommunityDevelopment Transaction; (iii) approve, by way of a general authority, the provision of financial assistance by theCompany in terms of sections 44 and 45 of the Companies Act to: (a) subsidiaries and other related and interrelated,companies and corporations; and (b) directors, prescribed officers and other participants in employeeincentive schemes operating in the Group, for the purposes of, or in connection with, the subscription of anyoption, or any securities, issued or to be issued by Amplats or a company related or inter-related to Amplats, orfor the purchase of any securities of Amplats or a company related or inter-related to Amplats and (iv) approveamendments to: (a) the Scheme Rules to accord with the applicable regulations of the JSE, including to changethe manner in which the limits on share allocations is expressed, so as to express such limits, as a number, asopposed to a percentage, in order that Amplats Ordinary Shares held as Treasury Shares may be used to effectdelivery in settlement of awards under the Share Schemes and (b) the Bonus Share Plan, to confer upon theAmplats remuneration committee, a discretion to accelerate the date on which a scheme participant becomesentitled to bonus shares awarded as a forfeitable award, free from any restrictions, in terms of the rules of theBonus Share Plan, where legislative or regulatory changes delay the implementation of awards approved by theremuneration committee.A notice convening the General Meeting and a form of proxy (green) in respect of the General Meeting areattached to and form part of this Circular.1. If you are a Dematerialised Shareholder, other than with “own name” registration1.1 Voting at the General Meeting1.1.1 Your CSDP or broker should contact you in the manner stipulated in the agreement concludedbetween you and your CSDP or broker to ascertain how you wish to cast your votes at theGeneral Meeting and thereafter to cast your votes in accordance with your instructions.1.1.2 If you have not been contacted by your CSDP or broker, you should contact your CSDPor broker and furnish it with your voting instructions.1.1.3 If your CSDP or broker does not obtain voting instructions from you, it will be obliged to votein accordance with the provisions contained in the agreement concluded between you andyour CSDP or broker.1.1.4 You must NOT complete the attached form of proxy (green).1.2 Attendance and representation at the General Meeting1.2.1 If you wish to attend the General Meeting, you must advise your CSDP or broker in accordancewith the agreement concluded between you and your CSDP or broker, and your CSDP or brokerwill issue the necessary letter of representation to you to attend the General Meeting.1
Page 1: The definitions and interpretations
Page 5 and 6: TABLE OF CONTENTSPageCorporate info
Page 7 and 8: DEFINITIONS AND INTERPRETATIONSThro
Page 9 and 10: “Final Period”“Final Period E
Page 11 and 12: “NVF Period”“NVF Rate”“Op
Page 14: PLATINUMANGLO AMERICAN PLATINUM LIM
Page 18 and 19: Shareholders in general meeting pre
Page 20 and 21: 3.15 Pro forma financial effectsThe
Page 22 and 23: 2. DetailsThe Scheme Rules are prop
Page 24 and 25: 2. Financial assistance to director
Page 26 and 27: 1.4 Share capitalThe table below sh
Page 28 and 29: 1.6 Details relating to Directors1.
Page 30 and 31: 1.6.4 Directors’ interests in tra
Page 32 and 33: Annexure 1UNAUDITED PRO FORMA FINAN
Page 34 and 35: Unaudited pro forma Consolidated St
Page 36 and 37: Annexure 2INDEPENDENT REPORTING ACC
Page 38 and 39: Annexure 3SALIENT FEATURES OF AMEND
Page 40 and 41: Annexure 4SALIENT FEATURES OF NVF S
Page 42 and 43: 1.5 The First Period Repurchase wil
Page 44 and 45: 4.2 The number of Repurchase Shares
Page 46 and 47: Description Formula input Rand Work
Page 48 and 49: ALBERTINAH KEKANA (38) (South Afric
Page 50 and 51: BRIEF RESUME FOR EACH OF THE AMPLAT
Page 52 and 53:
Annexure 7PRICE HISTORY OF ORDINARY
Page 54 and 55:
Annexure 8CORPORATE GOVERNANCEPRINC
Page 56 and 57:
RoleMembersExecutive Recommends pol
Page 58 and 59:
PLATINUMANGLO AMERICAN PLATINUM LIM
Page 60 and 61:
VOTING AND PROXIESCertificated Shar
Page 63 and 64:
PLATINUMANGLO AMERICAN PLATINUM LIM
Page 66:
64PRINTED BY INCE (PTY) LTD W2CF 13
show all

Circular to Amplats Shareholders - Anglo American Platinum

Create successful ePaper yourself

Delete template?

Save as template?