Circular to Amplats Shareholders - Anglo American Platinum
Circular to Amplats Shareholders - Anglo American Platinum
Circular to Amplats Shareholders - Anglo American Platinum
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3.2 Funding mechanism3.2.1 The Community Development Transaction will be facilitated by <strong>Amplats</strong> through the provisionof an NVF over the NVF Period.3.2.2 Early settlement of part or all of the NVF Balance (by means of <strong>Amplats</strong> acquiringSubscription Shares with an aggregate value of the NVF Balance <strong>to</strong> be settled) will take placeif certain <strong>Amplats</strong> share price triggers are met as follows:3.2. 2.1 If during the First Period, the First Period Equity Trigger is achieved, 33% of theoutstanding NVF Balance will au<strong>to</strong>matically be settled at that time thereby locking inapproximately R462 million of unencumbered equity value for the benefit of the Trust.3.2. 2.2 Subject <strong>to</strong> a cumulative reduction <strong>to</strong> the extent that earlier triggers were activated,if during the Second Period, the Second Period Equity Trigger is achieved, 50% of theoutstanding NVF Balance will au<strong>to</strong>matically be settled at that time thereby locking inapproximately R850 million of unencumbered equity value for the benefit of the Trust.3.2. 2.3 Subject <strong>to</strong> a cumulative reduction <strong>to</strong> the extent that earlier triggers were activated,if at any time during the NVF Period, the Final Period Equity Trigger is achieved,100% of the outstanding NVF Balance will au<strong>to</strong>matically be settled at that time therebylocking in approximately R2 000 million of unencumbered equity value for the benefi<strong>to</strong>f the Trust.3.2. 3 In terms of the NVF mechanism, the Company will repurchase the Repurchase Sharesfrom time <strong>to</strong> time as contemplated in Annexure 4 <strong>to</strong> this <strong>Circular</strong>. The repurchase shall beau<strong>to</strong>matically triggered in the event that the Market Value of an <strong>Amplats</strong> Ordinary Share isequal <strong>to</strong> or greater than the sum of the NVF Balance per Subscription Share held by the Trustand the relevant Equity Trigger. For further details on the mechanics of the NVF mechanism ,settlement provisions and early repurchase mechanism, please refer <strong>to</strong> Annexures 4 and 5<strong>to</strong> this <strong>Circular</strong>.3.3 Working capital adequacyThe Direc<strong>to</strong>rs of <strong>Amplats</strong> have undertaken <strong>to</strong> submit a working capital pack <strong>to</strong> the Company’s Sponsorprior <strong>to</strong> any future repurchase of Subscription Shares in terms of the Community DevelopmentTransaction.3.4 Vesting and lock-in3.4.1 The Trust may not dispose of or encumber the Subscription Shares during the NVF Period.3.4.2 Post the NVF Period, the Beneficiaries will each be entitled <strong>to</strong> request the Trust <strong>to</strong> transfersuch number of Unrestricted Shares pro rata <strong>to</strong> their Participation Interests <strong>to</strong> be held directlyby the Beneficiaries. The Beneficiaries may thereafter dispose of or pledge or encumber suchUnrestricted Shares.3.4.3 The Trust will remain the registered holder of the Restricted Shares for the duration of theOperational Period, without disposing of or pledging or encumbering such Restricted Shares.At the end of the 30 -year period, the Trust will be wound up and the assets, including theRestricted Shares, will be distributed <strong>to</strong> the Beneficiaries pro rata <strong>to</strong> their respectiveParticipation Interest at that time.14