Download full circular PDF - Anglo American Platinum

Issuer:Description:Anglo American Platinum Corporation Limited.Convertible perpetual cumulative preference shares with a par value of one centeach.Issue Date: Monday, 31 May 2004.Listing Date: Monday, 24 May 2004.Final Conversion Date:Issue Price:Preference Dividend:Dividend Payment Dates:Dividend Periods:The fifth anniversary of the issue date.R100 each.If declared, six-monthly, calculated in arrears.The payment of dividends will take place in accordance with the applicableprocedures enforced from time to time by the JSE and STRATE. At presenttherefore the dividend payment date shall be each of the business daysimmediately following the relevant preference dividend record dates. Thepreference dividend record dates shall be the first Friday, on or after 31 May and30 November of each year, or such earlier date as may be possible inaccordance with the Listings Requirements of the JSE. The first preferencedividend record date shall be no later than 3 December 2004.The six-monthly periods prior to 31 May and 30 November of each year, beingthe dividend dates.Dividend Rate: 6.38% per annum for each dividend period from 31 May 2004 to 31 May 2009.72.5% of the prime rate per annum for each dividend period from 31 May 2009in perpetuity unless called by the Company.Ranking:Conversion:Conversion Price:The preference shares shall confer the right, on a winding-up of the Company,to the repayment, out of the surplus assets of the Company, of the capital andany premium paid-up thereon, together with payment of all declared but unpaidpreference dividends calculated to the date of repayment of capital, in priorityto the ordinary shares of the Company and any other class of shares of theCompany not ranking in priority to or pari passu with the preference shares butshall have no further right to participate in the surplus assets of the Company.At the election of the holder, the preferences shares are convertible into ordinaryshares at any time, subject to any restrictions as set out in Appendices 1 and 2,for a five-year period from 31 May 2004 to the day prior to the final conversiondate. The number of ordinary shares received upon conversion will bedetermined in accordance with the following formula:Number of ordinary shares to be received =number of preference shares held x (R100/the conversion price).An example of a conversion table is set out in Appendix 3 to this circular. Theconversion price is subject to adjustment in the circumstances described inAppendix 2 to this circular. The resultant entitlement will be rounded up ordown, as appropriate, in order to ensure that only whole numbers of ordinaryshares and no fractions of shares are issued.Shareholders wishing to convert their preference shares into ordinary sharesmust do so in batches of 1 000 preference shares, or must convert their entireholding if they hold less than 1 000 preference shares.Ordinary shares issued on conversion will be fully paid and will rank pari passuin all respects with the fully paid ordinary shares in issue on the conversion date.The four-day volume weighted average price per ordinary share as publishedby, or derived from, the JSE, up to and including the business day prior toFriday, 21 May 2004, which is the last day to trade the letters of allocation on theJSE, plus a 30% premium thereof. The conversion price is subject to adjustmentas set out in Appendix 2 to this circular.10