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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4. Specific authority <strong>to</strong> provide financial assistance <strong>to</strong> the TrustThe facilitation by <strong>Amplats</strong> of the NVF mechanism, including the donation of the Subscription Price by<strong>Amplats</strong>, <strong>to</strong> enable the Trust <strong>to</strong> subscribe for the Subscription Shares constitutes the giving of financialassistance by <strong>Amplats</strong> <strong>to</strong> 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 <strong>to</strong> 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 <strong>Amplats</strong> <strong>to</strong> provide direc<strong>to</strong>r indirect financial assistance <strong>to</strong>, among other things, a person (including a trust) related <strong>to</strong> <strong>Amplats</strong>unless, among other things, the particular provision of the financial assistance is pursuant <strong>to</strong> 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, <strong>Amplats</strong> is entitled <strong>to</strong> appointall the trustees of the Trust, and therefore controls the Trust as contemplated in section (2)(c) of theCompanies Act, the Trust is related <strong>to</strong> <strong>Amplats</strong>, as contemplated in section 2(1)(c)(i) of the Companies Act.<strong>Amplats</strong> <strong>Shareholders</strong> are requested <strong>to</strong> consider the special resolution relating <strong>to</strong> the giving of financialassistance <strong>to</strong> the Trust contained in the Notice of General Meeting which forms part of this <strong>Circular</strong> and, ifdeemed fit, <strong>to</strong> pass it, with or without modification, by way of a special resolution. The minimum percentageof voting rights that is required for this special resolution <strong>to</strong> be adopted is 75% (seventy-five percent)of voting rights <strong>to</strong> be cast on such resolution.5. Conditions precedentThe implementation of the Community Development Transaction is subject <strong>to</strong> 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 <strong>to</strong> issue Subscription Shares;– a specific authority <strong>to</strong> repurchase Subscription Shares in the future; and– approval for the giving of financial assistance <strong>to</strong> the Trust for the subscription for the SubscriptionShares.B. Amendments <strong>to</strong> the Scheme Rules1. IntroductionThe relevant members of the Group who employ participants in the Share Schemes, have settlemen<strong>to</strong>bligations <strong>to</strong> participants under the Share Schemes that they are required <strong>to</strong> discharge in terms of theScheme Rules. The Scheme Rules provide that the Company may not issue new <strong>Amplats</strong> Ordinary Sharesand, accordingly, previously issued <strong>Amplats</strong> Ordinary Shares must be delivered <strong>to</strong> the scheme participants.Instead of having <strong>to</strong> comply with the more onerous repurchase requirements under the Companies Actthat <strong>to</strong>ok effect earlier this year, as read with the Listings Requirements, in respect of each repurchaseof <strong>Amplats</strong> Ordinary Shares required <strong>to</strong> facilitate settlement at a particular time, the Board deems itmore feasible that Treasury Shares be used <strong>to</strong> effect delivery of <strong>Amplats</strong> Ordinary Shares <strong>to</strong> participantsin the Share Schemes in settlement of their awards. The use of Treasury Shares has the added advantagethat <strong>Amplats</strong> Ordinary Shares could be repurchased at favourable prices, instead of shares having<strong>to</strong> be repurchased at the prices prevailing when settlement of delivery obligations has <strong>to</strong> occur. As the useof Treasury Shares in the implementation of share incentive schemes is regulated by the JSE, the SchemeRules require amendment <strong>to</strong> accord with the applicable provisions of the Listings Requirements.Furthermore, where the <strong>Amplats</strong> remuneration committee approves awards under the Bonus Share Plan,but the implementation thereof is delayed pursuant <strong>to</strong> legislative or regula<strong>to</strong>ry changes, the Direc<strong>to</strong>rspropose that a discretion <strong>to</strong> accelerate the date on which a scheme participant becomes entitled <strong>to</strong> bonusshares, free from restrictions, be conferred upon the remuneration committee.19