Restructure, recapitalisation and refinancing plan for Anooraq and the Bokoni group of companies, further cautionary announcement
02.02.2012 | CNW
VANCOUVER, Feb. 2, 2012 /CNW/ -
1. Introduction
The boards of directors of Anglo American Platinum Corporation
('Amplats') (JSE: AMS), a 79% held subsidiary of Anglo American plc,
and Anooraq Resources Corporation ('Anooraq') (collectively 'the Parties') are pleased to announce
that they have agreed the key terms in respect of a transaction to
restructure, recapitalise and refinance Anooraq and the Bokoni group
of companies ('Bokoni group') (the 'Transaction').
2. Background
In July 2009, the Parties entered into a transaction that resulted
in the creation of the Bokoni group by consolidating Bokoni Platinum
Mine (formerly Lebowa Platinum Mine), as well as the Ga-Phasha,
Boikgantsho and Kwanda Platinum Group Metals ('PGM') projects under
one consolidated group structure. Anooraq acquired 51% of the Bokoni
group, which acquisition involved Anooraq vending in its existing
50% share in the Ga-Phasha, Boikgantsho and Kwanda joint venture
projects, and acquiring an additional effective 1% controlling
interest in them with Amplats retaining a 49% shareholding in the
Bokoni group. Anooraq acquired its 51% interest in the Bokoni group
for a net cash consideration of ZAR2.6 billion (US$325 million1).
The net cash consideration was settled by way of a cash payment of
ZAR1.5 billion (US$188 million), and through the issue to Amplats of
convertible preference shares ('B preference shares'), which
entitled Amplats to convert its B preference shares into 115.8
million Anooraq common shares, representing 26% of Anooraq's fully
diluted issued share capital, at any time prior to 1 July 2018 (the
'Original Transaction').
The Original Transaction sought to transform the South African PGM
mining landscape by Amplats facilitating the transformation of
Anooraq into a significant and sustainable, historically
disadvantaged South African ('HDSA') controlled PGM producer. It
comprised a cornerstone empowerment transaction for Amplats in
complying with the 2014 HDSA ownership requirements, as required by
the Mining Charter for the conversion of its 'old-order' mining
rights to 'new-order' mining rights in terms of the Mineral and
Petroleum Resources Development Act.
3. Transaction rationale
In April 2011 the Parties initiated a detailed review of the
technical assumptions informing the Original Transaction and its
associated financing structure. The review has resulted in the
Parties agreeing to a new strategic approach and operating plan for
the Bokoni group, as well as a recapitalisation and refinancing plan
to facilitate its new growth plan.
The new strategic plan for the Bokoni group results in the disposal
of undeveloped PGM ounces to Amplats, recapitalisation and
refinancing of Anooraq and the Bokoni group, together with
accelerated production growth at Bokoni Platinum Mine.
Results of technical review
3.1 The emphasis for Bokoni Platinum Mine going forward will be
its new Brakfontein Merensky and Middelpunt Hill ('MPH')
UG2 expansion projects currently under development, while
the mature Merensky operations at Vertical and UM2 shafts
will terminate within the next five years. This will allow
management to focus on an accelerated development plan for
Bokoni Platinum Mine's lower cost new shaft operations,
which will replace existing production from mature, high
cost operations by 2016.
3.2 The Parties have agreed that the Bokoni Platinum Mine 2009
development plan to maintain steady state production at
160,000 tonnes per month ('tpm') through to 2020 is not the
optimal extraction strategy for the large resource base at
Bokoni. Accordingly, the Parties have agreed on a new
mineral extraction strategy to accelerate the MPH Delta 80
UG2 expansion plan, which is expected to increase existing
UG2 production at Bokoni Platinum Mine. The expansion
project is expected to bring forward 100,000 PGM ounces per
annum of new production at Bokoni Platinum Mine to 2016,
which had previously been scheduled until after 2020.
The total Bokoni Platinum Mine revised development plan
will expand its production to a steady state operation of
245,000tpm by 2016.
3.3 The Parties have determined to effect a strategic
re-alignment of the Bokoni group's exploration and
development mineral assets. Accordingly, the Parties have
agreed to split the Ga-Phasha development project into an
Eastern and Western section. The Eastern section,
comprising the Paschaskraal and De Kamp mineral properties,
will be consolidated into Amplats' adjacent Twickenham
operation, while the Western section, comprising the
Klipfontein and Avoca mineral properties, will be
consolidated into the adjacent Bokoni Platinum Mine
operations. The Parties have identified the potential to
access the Western section of Ga-Phasha through existing
shaft infrastructure established at Bokoni's Brakfontein
property.
In addition, the Parties have determined that the Bokoni
group's Northern Limb Boikgantsho project has a strong
strategic fit with Amplats' flagship Mogalakwena North
expansion plans and that this project should be
consolidated into Amplats' adjacent low cost and open cast
Mogalakwena operations.
In summary, Amplats will, through a series of related
transactions, acquire the whole of the Boikgantsho project
and the Eastern section of the Ga-Phasha project. On
implementation of these transactions, the effective net
consideration of ZAR1.7 billion received by Anooraq will be
applied to reduce its approximately ZAR3.0 billion debt
owing to Amplats.
3.4 The acceleration of the MPH Delta 80 UG2 project will
require the establishment of a new UG2 concentrator plant
at the Bokoni Platinum Mine to treat the additional UG2 ore
generated at the operations. The new UG2 concentrator plant
is expected to expand Bokoni Platinum Mine's current UG2
processing capacity from 65,000tpm to 165,000tpm, while
total processing capacity is expected to increase to
265,000tpm by 2016.
Revised production, cost andcapital expenditure estimates
-- Bokoni Platinum Mine will seek to increase production from
its current base to a minimum of 300,000 PGM ounces per
annum by 2016. This growth profile includes the additional
production ounces to be generated from the MPH Delta 80 UG2
expansion project and completion of the Brakfontein Merensky
expansion project.
-- Together with a shift from higher cost shaft operations to
the new lower cost shaft operations at Bokoni Platinum Mine,
the increased production volumes at the operations are
expected to result in unit cost reductions.
-- The capital cost estimate for the new development plan at
Bokoni Platinum Mine is ZAR2.6 billion (US$325 million).
This estimate includes capital required for the completion
of the Brakfontein Merensky expansion project and
construction of the MPH Delta 80 UG2 expansion project,
together with a new UG2 concentrator plant.
Results of financial review:
Anooraq assumed ZAR1.7 billion (US$213 million) of acquisition debt
to finance the Original Transaction. In addition, Anooraq assumed a
ZAR750 million (US$94 million) cashflow shortfall facility to fund
its operating and capital cashflow requirements at Bokoni Platinum
Mine between 2009 and 2012. With effect from 28 April 2011, Amplats
assumed all of Anooraq's outstanding debt facilities. At 31 December
2011, Anooraq's attributable debt, including capitalised interest,
had increased to approximately ZAR3 billion (US$375 million). This
has resulted in a highly leveraged balance sheet position for
Anooraq, which management considers excessive and undesirable in
light of current global economic conditions and risks related to
being highly leveraged (as described in Anooraq's annual information
form for the year ended 31 December, 2010 available on SEDAR at
www.sedar.com).
The Parties have agreed to refinance, deleverage and recapitalise
the Anooraq and Bokoni group balance sheets, with current debt terms
to be revised, in order to ensure that both Anooraq and the Bokoni
group are fully funded on a sustainable basis to finance Bokoni
Platinum Mine's growth plans through to 2020. The Parties have
agreed to implement this financial restructure plan on the basis
described in the Transaction Overview below.
4. Transaction Overview
The key features of the Transaction include, inter alia:
4.1 Amplats will, through a series of related transactions,
acquire the whole of the Boikgantsho project and the
Eastern section of the Ga-Phasha project. On implementation
of these transactions, the effective net consideration of
ZAR1.7 billion received by Anooraq will be applied to
reduce its approximately ZAR3.0 billion debt owing to
Amplats.
4.2 The Parties will enter into an interest standstill
agreement with respect to existing debt owing to Amplats
effective 1 July 2011 through to 30 April 2012. This
translates into an interest saving of approximately ZAR300
million (US$37.5 million) for Anooraq over the standstill
period.
4.3 The net effect of the asset disposal and application of the
proceeds thereof against existing debt, together with the
interest standstill agreement described above is that
Anooraq's existing attributable debt owing to Amplats will
reduce by 66% from approximately ZAR3 billion (US$375
million) to approximately ZAR1 billion (US$125 million).
4.4 The historical debt balance owing by Anooraq to Amplats
following the asset disposal and interest standstill
agreement (approximately ZAR1 billion (US$125 million))
will be consolidated under one new debt facility (the
'Consolidated Debt Facility').
4.5 Amplats will provide further debt funding to Anooraq under
the Consolidated Debt Facility of an amount of up to ZAR1.3
billion (US$163 million), with a maximum total facility
limit of ZAR2.3 billion (US$288 million). Anooraq will
utilise this extended facility to fund its attributable
share of the Brakfontein and MPH Delta 80 UG2 expansion
projects, including the construction of a new UG2
concentrator plant at Bokoni Platinum Mine.
4.6 The Consolidated Debt Facility will be available to
Anooraq for 9 years terminating on 31 December 2020 and
will attract a variable interest rate. The variable
interest rate will be determined by adding a fixed margin
to 3-month JIBAR. The Consolidated Debt Facility will
attract a reduced interest rate during the initial term
(comprising the capital intensive phase of the growth
operations at Bokoni Platinum Mine through to 2016) and
escalating at an increased rate depending on the amount
owing by Anooraq under the Consolidated Debt Facility over
the funding period. The table below sets out the implied
variable interest rate profile payable by Anooraq over the
funding period term.
______________________________________________________________
|Debt balance |2012|2013|2014|2015|2016|2017|2018|2019|2020|
| | (%)| (%)| (%)| (%)| (%)| (%)| (%)| (%)| (%)|
|_________________|____|____|____|____|____|____|____|____|____|
|First tranche | | | | | | | | | |
|(ZAR1 billion) | 0.0| 0.0| 0.0| 2.5| 5.0| 7.5|10.0|15.0|15.0|
|_________________|____|____|____|____|____|____|____|____|____|
|Second tranche | | | | | | | | | |
|(ZAR1 billion) | 5.0| 5.0|10.0|10.0|12.5|15.0|15.0|20.0|20.0|
|_________________|____|____|____|____|____|____|____|____|____|
|Third tranche | | | | | | | | | |
|(ZAR300 million) |15.0|15.0|15.0|15.0|20.0|20.0|20.0|25.0|25.0|
|_________________|____|____|____|____|____|____|____|____|____|
|Estimated | | | | | | | | | |
|weighted average | | | | | | | | | |
|interest rate (%)| 0.5| 1.4| 4.3| 6.9| 9.4|10.8|11.6|15.0|15.0|
|_________________|____|____|____|____|____|____|____|____|____|
The weighted average interest rate is calculated based
on the projected opening balance of the Consolidated
Debt Facility in each forecast year. The weighted
average interest rate under the Consolidated Debt
Facility will escalate from 1% to approximately 12% up
to 2018, thereby substantially reducing Anooraq's
current cost of debt (approximately 16%).
4.7 There will be no fixed repayment term for the
Consolidated Debt Facility during the peak funding years
while the Brakfontein and MPH Delta 80 UG2 expansion
projects are still in their ramp-up phase through to
2016. Anooraq will be required to fully repay the
Consolidated Debt Facility to Amplats by 31 December
2020. There will be no penalty for early repayment.
Anooraq will be required to reduce the Consolidated Debt
Facility owing to Amplats to an outstanding balance
(including capitalised interest) of ZAR1 billion
(US$125 million) as at 31 December 2018, and ZAR500
million (US$62.5 million) as at 31 December 2019.
4.8 Anooraq will be obliged to utilise 90% of its
attributable share of free cash flows generated from
Bokoni Platinum Mine operations to service the
Consolidated Debt Facility and 10% of such free cash
flow will be available to Anooraq.
4.9 Anooraq will not be required to effect any mandatory
refinancing of the Consolidated Debt Facility during the
debt term through to 2020.
4.10 Bokoni Platinum Mine will extend its existing
concentrate purchase agreement with Amplats on the same
terms and conditions for a period of eight years,
terminating on 31 December 2020.
4.11 Anooraq will retain its existing option to acquire an
ownership interest in Amplats' Polokwane smelter complex
on terms agreed between the Parties.
4.12 Amplats will provide Anooraq with a working capital
facility at JIBAR plus 4% per annum of up to ZAR90
million (US$11 million) (including capitalised interest)
to fund its general and administrative expenses. This
will ensure that Anooraq has sufficient working capital
to cover its corporate overheads through to 2015. The
working capital facility is fully repayable by 31
December 2018.
4.13 Anooraq will receive an additional management incentive
fee of up to 2% of the Bokoni group's after tax profits
if certain technical targets above budget plan, as
agreed between the Parties, are met.
4.14 Amplats will continue to hold the B preference shares
issued at the time of the Original Transaction
(representing a 26% interest in Anooraq) until 31
December 2018. Atlatsa Holdings (Proprietary) Limited
(formerly Pelawan Investments (Proprietary) Limited),
being the 51% Black Economic Empowerment majority
shareholder in Anooraq, will also extend its
shareholding in Anooraq through to 31 December 2018.
4.15 Anooraq will not issue any new equity in terms of the
Transaction and its fully diluted shares in issue will
remain at 445 million shares in issue with major
shareholders as follows:
_____________________________________________________________________
|Shareholder |# of common shares|% of share capital|
|_______________________________|__________________|__________________|
|Atlatsa Holdings (formerly |227 million2 |51% |
|Pelawan) | | |
|_______________________________|__________________|__________________|
|Amplats (B preference shares) |116 million3 |26% |
|_______________________________|__________________|__________________|
|Employee & Community Trusts |14 million |3% |
|_______________________________|__________________|__________________|
|Public (including common shares|88 million |20% |
|available pursuant to the | | |
|incentive stock option plan) | | |
|_______________________________|__________________|__________________|
5. New management team and operating protocol
The Parties have agreed to enhance the Bokoni Platinum Mine
management team and implement a new management operating protocol,
which will increase Amplats' active involvement in areas of the
operations relating to mining, processing and capital projects
execution. The new joint venture operating protocol will see both
Amplats and Anooraq providing management support services at the
Bokoni Platinum Mine operations pursuant to a new management
services agreement.
The Bokoni Platinum Mine operations will be lead by Mr. Dawid
Stander, in his capacity as Managing Director of Bokoni Platinum
Mine with effect from 1 February 2012. For further details on Mr.
Stander's appointment, please view Anooraq's announcement of 1
February 2012.
6. Conditions precedent
The implementation of the Transaction will be subject, inter
alia,to the fulfillmentof the following conditions precedent:
-- conclusion of the requisite definitive agreements;
-- approval of the definitive agreements by the Amplats Board
and Anooraq special committee of independent directors and
board of directors;
-- approval of the Transaction by the relevant regulatory
authorities including the TSX Venture Exchange,
Johannesburg Stock Exchange, NYSE Amex and the South
African Department of Mineral Resources; and
-- approval by Anooraq shareholders, where required, in a
general meeting.
7. Further cautionary announcement
Further details relating to the Transaction will be communicated
to shareholders in due course.
Further to the cautionary announcements by Anooraq dated 13 May
2011, 28 June 2011, 10 August 2011, 21 September 2011, 2 November
2011 and 15 December 2011, Anooraq shareholders are advised that
the financial effects of the Transaction are still being
determined and may have a material effect on the price of Anooraq
securities. Accordingly, Anooraq shareholders are advised to
continue exercising caution when dealing in Anooraq securities
until a further announcement is made.
A further announcement will be released on the Securities Exchange
News Service, filed on SEDAR and published in the South African
press as soon as the definitive agreements have been signed and
the financial effects have been finalised.
Johannesburg
2 February 2012
www.angloamericanplatinum.com
www.anooraqresources.com
------------------------------
(1) All financial numbers quoted in US dollars are converted at a rate of ZAR8:US$1.
(2) Includes 111.2 million B preference shares convertible into Anooraq common stock after 31 December 2018.
(3) The B preference shares are convertible into Anooraq common stock after 31 December 2018.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The NYSE Amex has neither approved nor disapproved the contents of this press release.
Cautionary and forward-looking information
This document contains 'forward-looking statements' that were based on Anooraq's expectations, estimates and projections as of the dates as of which those statements were made, including statements relating to the Transaction and anticipated financial or operational performance. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as 'may', 'will', 'outlook', 'anticipate', 'project', 'target', 'believe', 'estimate', 'expect', 'intend', 'should' and similar expressions.
Anooraq believes that such forward-looking statements are based on material factors and reasonable assumptions, including the following assumptions: that the Transaction will receive necessary regulatory approvals and complete in a timely manner, Bokoni Mine will increase or continue to achieve production levels similar to previous years; the Ga-Phasha, Boikgantsho, Kwanda and Platreef Projects exploration results will continue to be positive; contracted parties provide goods and/or services on the agreed timeframes; equipment necessary for construction and development is available as scheduled and does not incur unforeseen breakdowns; no material labour slowdowns or strikes are incurred; plant and equipment functions as specified; geological or financial parameters do not necessitate future mine plan changes; and no geological or technical problems occur.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These include but are not limited to:
-- uncertainties related to the completion of the Transaction and
receipt of necessary regulatory approvals;
-- uncertainties and costs related to the Company's exploration
and development activities, such as those associated with
determining whether mineral resources or reserves exist on a
property;
-- uncertainties related to feasibility studies that provide
estimates of expected or anticipated costs, expenditures and
economic returns from a mining project;
-- uncertainties related to expected production rates, timing of
production and the cash and total costs of production and
milling;
-- uncertainties related to the ability to obtain necessary
licenses, permits, electricity, surface rights and title for
development projects;
-- operating and technical difficulties in connection with mining
development activities;
-- uncertainties related to the accuracy of our mineral reserve
and mineral resource estimates and our estimates of future
production and future cash and total costs of production, and
the geotechnical or hydrogeological nature of ore deposits, and
diminishing quantities or grades of mineral reserves;
-- uncertainties related to unexpected judicial or regulatory
proceedings;
-- changes in, and the effects of, the laws, regulations and
government policies affecting our mining operations,
particularly laws, regulations and policies relating to:
-- mine expansions, environmental protection and associated
compliance costs arising from exploration, mine development,
mine operations and mine closures;
-- expected effective future tax rates in jurisdictions in which
our operations are located;
-- the protection of the health and safety of mine workers; and
-- mineral rights ownership in countries where our mineral
deposits are located, including the effect of the Mineral and
Petroleum Resources Development Act (South Africa);
-- changes in general economic conditions, the financial markets
and in the demand and market price for gold, copper and other
minerals and commodities, such as diesel fuel, coal, petroleum
coke, steel, concrete, electricity and other forms of energy,
mining equipment, and fluctuations in exchange rates,
particularly with respect to the value of the U.S. dollar,
Canadian dollar and South African rand;
-- unusual or unexpected formation, cave-ins, flooding, pressures,
and precious metals losses (and the risk of inadequate
insurance or inability to obtain insurance to cover these
risks);
-- changes in accounting policies and methods we use to report our
financial condition, including uncertainties associated with
critical accounting assumptions and estimates; environmental
issues and liabilities associated with mining including
processing and stock piling ore;
-- geopolitical uncertainty and political and economic instability
in countries which we operate; and
-- labour strikes, work stoppages, or other interruptions to, or
difficulties in, the employment of labour in markets in which
we operate mines, or environmental hazards, industrial
accidents or other events or occurrences, including third party
interference that interrupt the production of minerals in our
mines.
For further information on Anooraq, investors should review the Company's annual Form 40-F filing with the United States Securities and Exchange Commission www.sec.gov and annual information form for the year ended December 31, 2010 and other disclosure documents that are available on SEDAR at www.sedar.com.
Anooraq Resources Corporation
CONTACT: Contact information:
On behalf of Anooraq
Joel Kesler
Executive: Corporate Development
Office: +27 11 779 6800
Mobile: +27 82 454 5556
Russell and Associates
Nicola Taylor
Office: +27 11 880 3924
Mobile: +27 82 927 8957
Macquarie First South Capital (Pty) Ltd
Melanie de Nysschen / Annerie Britz / Yvette Labuschagne
Office: +27 11 583 2000