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4.15 Documents of titlePreference shares issued to holders of certificated shares pursuant to the rights offer will be issuedin certificated form and will be posted to persons entitled thereto, by registered post, at the risk ofthe persons concerned, on or about Monday, 31 May 2004.Shareholders who receive their preference shares in certificated form must note that such sharecertificates are not good for delivery in respect of trades concluded on the JSE until they have beendematerialised.Holders of dematerialised shares will have their safe custody accounts at their CSDP or brokerupdated on Monday, 31 May 2004.4.16 Income taxShareholders are advised to consult their tax and financial advisers regarding any taxationimplications pertaining to the acceptance of their rights in terms of the rights offer.5. UNDERWRITING OF THE RIGHTS OFFERThe underwriting agreement became irrevocable at 16:30 on Wednesday, 21 April 2004. In terms of theunderwriting agreement, ASAC and Standard Bank have agreed to subscribe for the preference shares,which are not taken up pursuant to the rights offer. The commission payable for such underwriting is1.0% of the aggregate issue price of the preference shares, which are not taken up pursuant to theirrevocable undertaking referred to in paragraph 6 below. Anglo Platinum will pay all other expenses ofor incidental to the rights offer, including VAT or other duties on the underwriting commission and anyreasonable fees and expenses properly incurred by the underwriters in connection with the rights offer.The underwriting agreement provides that the underwriting commission will not be paid until such timeas the underwriters have met the underwriting commitments.6. IRREVOCABLE UNDERTAKINGThe Company has received an irrevocable undertaking from ASAC to subscribe for or procuresubscriptions for all the preference shares to which ASAC is entitled as a shareholder in the Companyon the record date. A commitment fee of 1.5% of the aggregate issue price of the preference sharessubscribed for by ASAC is payable by the Company to ASAC in respect of this irrevocable undertaking.This irrevocable undertaking relates to approximately 74.2% of the issued ordinary shares.The reasons for the payment of a commitment fee to ASAC include the following:– in order to make the rights offer possible and to ensure the availability of funds, ASAC’s commitmentwas required from the outset;– ASAC has had to allocate and place approximately R3 billion at risk. No other shareholder is in aposition to provide this level of commitment; and– the underwriting for the rights offer was undertaken on the basis that ASAC committed to follow itsrights, which is to the benefit of all shareholders. Any underwriting obtained from third parties, withoutthe commitment from ASAC, is likely to have cost the Company significantly more.7. FINANCIAL INFORMATION7.1 Pro forma financial effects of the rights offerThe pro forma financial effects are provided for illustrative purposes to show the effect of the rightsoffer on earnings as if the rights offer proceeds had been received on 1 January 2003 and theeffects of the rights offer on net asset value per share as if the rights offer proceeds had beenreceived on 31 December 2003. Because of their nature, the pro forma financial effects may notprovide a true picture of the Company’s financial position and performance. The pro forma financialeffects have been compiled from the audited consolidated financial statements for the year ended31 December 2003, adjusted as described in the notes hereto.24
Audited Pro formaBefore the After the PercentageNotes rights offer rights offer changeBasic earnings per ordinary share(cents) 1, 2, 3, 4 972.5 956.2 (1.7)Headline earnings per ordinaryshare (cents) 1, 2, 3, 4 972.4 956.1 (1.7)Fully diluted basic earnings perordinary share (cents) 1, 2, 3, 4, 5 971.2 954.8 (1.7)Net asset value per share (cents) 6 5 767.3 6 402.8 11.0Actual number of ordinary sharesin issue (’000) 215.4 215.4 –Weighted average number ofordinary shares in issue (’000) 215.1 215.1 –Fully diluted number of ordinaryshares (’000) 215.4 215.4 –Notes:1. For earnings per share calculations, it is assumed that the rights offer of 40 000 000 preference shares was fully takenup for a total amount of R4 000 000 000 and the net proceeds of R3 930 000 000 (after expenses of R70 000 000) werereceived in cash and cash equivalents on 1 January 2003.2. The adjustments to basic earnings per ordinary share, headline earnings per ordinary share and fully diluted basicearnings per ordinary share are stated after charging tax at an average rate of 34.2%.3. Earnings per ordinary share has been calculated after taking into account the cumulative preference dividends ofR240 million and related STC of R30 million.4. If the net proceeds of the preference share issue were received on 1 January 2003, the Group would have had cashand cash equivalents available for a longer period during the financial year before a net borrowed position was reached.The calculated impact of this is as follows:RmIncrease in interest received 157.6Decrease in interest expensed 199.3Impact on profit before tax 356.9Actual average interest rates achieved for the year were applied in the calculations.5. A conversion price of R390 was assumed in calculating diluted earning per ordinary share. The conversion of thepreference shares, based on the abovementioned conversion price, has a non-dilutive effect on basic earnings perordinary share.6. For the net asset value calculation, it is assumed that the rights offer of 40 000 000 preference shares was fully taken upfor a total amount of R4 000 000 000 and the net proceeds of R3 930 000 000 (after expenses of R70 000 000) werereceived on 31 December 2003 and applied first against the Company’s short-term debt.7.2 Pro forma balance sheetAppendix 5 to this circular contains the Company’s pro forma balance sheet at 31 December 2003.7.3 Reporting accountants’ reportThe independent reporting accountants have reported on the pro forma financial information setout in paragraph 7.1 above and their report is set out in Appendix 6 to this circular.The independent reporting accountants have given and have not, prior to the last practicable date,withdrawn their written consent to the inclusion of their report in the form and context in which itappears in this circular.7.4 Financial historyThe audited consolidated audited financial statements of the Company for the three years ended31 December 2003 are set out in Appendix 7 to this circular.The auditors’ reports in respect of the financial statements for the three financial years ended31 December 2003 were without qualification.25
Page 3 and 4: - will receive their preference sha
Page 5 and 6: DEFINITIONSIn this circular, unless
Page 7 and 8: “preference shares”“prime rat
Page 9 and 10: SALIENT FEATURESThis summary contai
Page 11 and 12: Conversion Date:Preference sharehol
Page 13 and 14: SALIENT DATES AND TIMESLast day to
Page 15 and 16: 2. STRATEGY AND PURPOSE OF THE RIGH
Page 17 and 18: 4. PARTICULARS OF THE RIGHTS OFFER4
Page 19 and 20: 4.9 Sale or renunciationHolders of
Page 21 and 22: 4.12.1 In terms of the Exchange Con
Page 23: Persons located in the United Kingd
Page 27 and 28: 8.5 Variation of rightsIn accordanc
Page 29 and 30: 8.8.3.2 Modikwa Platinum MineThis m
Page 31 and 32: 9. DIRECTORS9.1 Personal particular
Page 33 and 34: 9.2 Directors’ remuneration and s
Page 35 and 36: - copies of the underwriting agreem
Page 37 and 38: 144.1.18 “Ordinary Share(s)” me
Page 39 and 40: 144.15 The Company shall be obliged
Page 41 and 42: 5 (five)-day period the Ordinary Sh
Page 43 and 44: 2.5.1.3 specifying the Conversion D
Page 45 and 46: 2.6.5 Rights Issues of other securi
Page 47 and 48: BCis the number of Ordinary Shares
Page 49 and 50: 2.6.12 General:Independently Determ
Page 51 and 52: to the surrender of the relevant sh
Page 53 and 54: TABLE BThe table below provides an
Page 55 and 56: UNDERWRITERNameThe Standard Bank of
Page 57 and 58: CONSOLIDATED PRO FORMA BALANCE SHEE
Page 59 and 60: OPINIONBased on our review, nothing
Page 61 and 62: SEGMENTAL INFORMATION for the year
Page 63 and 64: SEGMENTAL INFORMATION (continued)Pu
Page 65 and 66: GROUP STATEMENT OF CHANGES IN EQUIT
Page 67 and 68: NOTES TO THE CONSOLIDATED FINANCIAL
Page 69 and 70: 2003 2002RmRm7. PROFIT BEFORE TAXAT
Page 71 and 72: 2003 2002RmRm11. PROPERTY, PLANT AN
Page 73 and 74: Listed investment: Northam Platinum
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20. SHARE CAPITAL2002 2003 2003 200
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2003 2002RmRm23. EMPLOYEE BENEFITSE
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Post-retirement medical aid benefit
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2003 2002RmRm26. ACCOUNTS PAYABLETr
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2003 2002RmRm32. COMMITMENTSMining
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2002Nominal amount of forward excha
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Major shareholdersAccording to the
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ANNEXURE B - Non-mining property, p
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ANNEXURE D - Investments in subsidi
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APPENDIX 8CORPORATE GOVERNANCE AND
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The Board is responsible for settin
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APPENDIX 9PRICE HISTORY OF THE COMP
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100 PRINTED BY INCE (PTY) LTD
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