Circular to Amplats Shareholders - Anglo American Platinum

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3.15 Pro forma financial effectsThe unaudited pro forma financial information of Amplats, reflecting the financial effects of theCommunity Development Transaction, is based on the assumption that the Community DevelopmentTransaction had been implemented on 1 January 2011 for purposes of the statement of comprehensiveincome for the six months ended 30 June 2011 and as at 30 June 2011 for purposes of the statementof financial position.The information is the responsibility of the Directors and has been prepared for illustrative purposesonly and may not, because of its nature, give a fair reflection of the financial position, changesin equity, results of operations or cash flows of Amplats. It does not purport to be indicative of whatthe financial results would have been if the Specific Issue had actually occurred at an earlier date.The unaudited pro forma financial information of Amplats should be read in conjunction with thenotes thereto and the report of the Independent Reporting Accountants (Annexure 2). The detailedpro forma statements of comprehensive income and statement of financial position are set outin Annexure 1.Unaudited pro forma per share information for the six months ended 30 June 2011The unaudited pro forma historical financial effects of the issue are as follows:For the six months ended 30 June 2011 Before the After theSpecific SpecificIssue Issue MovementNet asset value per share ( Rand) 1 21,423 21,410 (0.1%)Basic earnings per share (cents) 2 1,273 829 (34.9%)Diluted earnings per share (cents) 3 1,268 821 (35.3%)Headline earnings per share (cents) 4 1,236 792 (35.9%)Diluted headline earnings per share (cents) 5 1,232 785 (36.3%)Weighted average number of shares in issue (million) 6 261.5 261.5 0.0%Weighted average diluted number of shares in issue (million) 7 262.5 263.9 0.5%Number of shares in issue (net of Shares subjectto repurchase) (million) 8 261.2 261.2 0.0%Notes:1. NAV per share is computed by dividing total equity attributable to Amplats Ordinary Shareholders by the number of AmplatsOrdinary Shares in issue (net of the Shares subject to repurchase). Tangible net asset value per share is equal to net assetvalue per share as the Company does not reflect the historical cost of intangible assets separately as the historical costof intangible assets held by Amplats is not material.2. Basic EPS is computed by dividing net earnings attributable to Amplats Ordinary Shareholders by the weighted averagenumber of Amplats Ordinary Shares in issue. The reduction in basic EPS is due to the impact of the upfront IFRS 2 facilitationcharge of R1,161 million on net earnings for the period.3. Diluted EPS is computed by dividing net earnings attributable to Amplats Ordinary Shareholders by the weighted averagediluted number of Amplats Ordinary Shares in issue.4. Headline earnings is calculated in terms of Circular 3/2009 on Headline Earnings issued by The South African Instituteof Chartered Accountants. Headline earnings per share is computed by dividing headline earnings attributable to AmplatsOrdinary Shareholders by the weighted average number of Amplats Ordinary Shares in issue.5. The diluted headline earnings per share is computed by dividing headline earnings attributable to Amplats OrdinaryShareholders by the weighted average diluted number of shares in issue.6. The weighted average number of Amplats Ordinary Shares in issue was 261.5 million for the six months ended30 June 2011. The Trust is not consolidated and the issuance of the Subscription Shares has not been taken into considerationin calculating the weighted average number of shares in issue as it is subject to the repurchase by the Company and foraccounting purposes, it is treated as though the Company has granted an option over its own equity to the Trust. The optionissued by the Company impacts only on the weighted average diluted number of shares in issue.7. The weighted average diluted number of Amplats Ordinary Shares in issue was 262.5 million for the six months ended30 June 2011 and as a result of the issuance of approximately 6.3 million Subscription Shares, the weighted average dilutednumber of Amplats Ordinary Shares in issue for that period has been adjusted to the extent that the Subscription Sharesare issued for “no consideration” as per IAS 33 – Earnings Per Share.8. The number of Amplats Ordinary Shares in issue at 30 June 2011 was 261.2 million. Although the Company has issuedapproximately 6.3 million Subscription Shares, as these shares have not been taken into consideration for basic andheadline earnings per share, the number of shares in issue after the Community Development Transaction has also notbeen adjusted for these Subscription Shares that are subject to repurchase by the Company.18
4. Specific authority to provide financial assistance to the TrustThe facilitation by Amplats of the NVF mechanism, including the donation of the Subscription Price byAmplats, to enable the Trust to subscribe for the Subscription Shares constitutes the giving of financialassistance by Amplats to the Trust. In terms of section 44 of the Companies Act, the Board may notauthorise the giving of such financial assistance unless the particular provision of the financial assistanceis pursuant to a special resolution of shareholders adopted within the previous two years, which approvedthe giving of such financial assistance either for a specific recipient or generally for a category of potentialrecipients and the specific recipient falls within that category.In terms of section 45 of the Companies Act, the Board may not authorise Amplats to provide director indirect financial assistance to, among other things, a person (including a trust) related to Amplatsunless, among other things, the particular provision of the financial assistance is pursuant to a specialresolution of shareholders adopted within the previous two years, which approved the giving of such financialassistance either for a specific recipient or generally for a category of potential recipients and the specificrecipient falls within that category. Given that for the Foundation Period, Amplats is entitled to appointall the trustees of the Trust, and therefore controls the Trust as contemplated in section (2)(c) of theCompanies Act, the Trust is related to Amplats, as contemplated in section 2(1)(c)(i) of the Companies Act.Amplats Shareholders are requested to consider the special resolution relating to the giving of financialassistance to the Trust contained in the Notice of General Meeting which forms part of this Circular and, ifdeemed fit, to pass it, with or without modification, by way of a special resolution. The minimum percentageof voting rights that is required for this special resolution to be adopted is 75% (seventy-five percent)of voting rights to be cast on such resolution.5. Conditions precedentThe implementation of the Community Development Transaction is subject to the fulfilment of the followingsuspensive conditions, namely:• the approval of the following resolutions by the required majority of votes at the General Meeting:– a specific authority to issue Subscription Shares;– a specific authority to repurchase Subscription Shares in the future; and– approval for the giving of financial assistance to the Trust for the subscription for the SubscriptionShares.B. Amendments to the Scheme Rules1. IntroductionThe relevant members of the Group who employ participants in the Share Schemes, have settlementobligations to participants under the Share Schemes that they are required to discharge in terms of theScheme Rules. The Scheme Rules provide that the Company may not issue new Amplats Ordinary Sharesand, accordingly, previously issued Amplats Ordinary Shares must be delivered to the scheme participants.Instead of having to comply with the more onerous repurchase requirements under the Companies Actthat took effect earlier this year, as read with the Listings Requirements, in respect of each repurchaseof Amplats Ordinary Shares required to facilitate settlement at a particular time, the Board deems itmore feasible that Treasury Shares be used to effect delivery of Amplats Ordinary Shares to participantsin the Share Schemes in settlement of their awards. The use of Treasury Shares has the added advantagethat Amplats Ordinary Shares could be repurchased at favourable prices, instead of shares havingto be repurchased at the prices prevailing when settlement of delivery obligations has to occur. As the useof Treasury Shares in the implementation of share incentive schemes is regulated by the JSE, the SchemeRules require amendment to accord with the applicable provisions of the Listings Requirements.Furthermore, where the Amplats remuneration committee approves awards under the Bonus Share Plan,but the implementation thereof is delayed pursuant to legislative or regulatory changes, the Directorspropose that a discretion to accelerate the date on which a scheme participant becomes entitled to bonusshares, free from restrictions, be conferred upon the remuneration committee.19
Page 1 and 2: The definitions and interpretations
Page 3 and 4: The definitions and interpretation
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 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

Circular to Amplats Shareholders - Anglo American Platinum

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