Anglo Platinum - Employee Share Scheme

Fri Mar 7, 2008 4:35am EST

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RNS Number:5971P
Anglo Platinum Limited
07 March 2008


Anglo Platinum Limited
(Incorporated in the Republic of South Africa)
Registration number 1946/022452/06
Share code: AMS ISIN: ZAE000013181
("Anglo Platinum" or "the Company")

ANNOUNCEMENT RELATING TO THE PROPOSED ANGLO PLATINUM EMPLOYEE SHARE
PARTICIPATION SCHEME

1. Summary

Anglo Platinum is pleased to announce that it has reached consensus with its
labour representative organisations ("Recognised Unions") on the key terms and
structure of the Anglo Platinum broad-based employee share participation scheme
("the Scheme"). Anglo Platinum has established the Anglo Platinum Kotula Trust
("the Trust") for an eight year duration to facilitate the Scheme on behalf of
the beneficiaries and will issue approximately 2.5 million shares to the Trust,
representing approximately 1.0% of the Company's issued ordinary share capital.
The shares issued to the Trust ("Scheme Shares") will be a combination of Anglo
Platinum ordinary shares and a new class of unlisted ordinary shares (""A"
Ordinary Shares").

The 1.5% scheme originally contemplated by Anglo Platinum did not envisage the
issue of a proportion of fully facilitated (i.e. free) shares to the Trust.
Following a thorough consultation process with its Recognised Unions, and to
reduce the risk of share price volatility to the Scheme thereby ensuring that
sustainable value is created for beneficiaries, Anglo Platinum has structured
the Scheme to include 40% fully facilitated shares through the issue of ordinary
shares to the Trust. The proposed 1% Scheme is equivalent in cost to placing
1.5% of the Company's issued ordinary share capital into a Historically
Disadvantaged South African ("HDSA") trust on a 100% "A" Ordinary Share basis.

The Trust will receive the full dividend in respect of the Scheme Ordinary
Shares and dividends equal to one-sixth of an ordinary share dividend in respect
of the "A" Ordinary Shares. These dividends will be paid out annually to the
beneficiaries. In addition, beneficiaries will receive capital distributions at
the end of years five, six and seven which may potentially be reinvested to
provide ongoing benefits beyond the original term of the Trust.

2. Rationale

Anglo Platinum has decided to implement the Scheme to incentivise its employees,
and recognises that the Scheme will contribute to the alignment of shareholders'
and employees' interests in respect of the value growth of the Company. Anglo
Platinum is fully supportive of Black Economic Empowerment ("BEE") as a
strategic transformation objective and recognises the importance of the
participation of its employees in its transformation initiatives.

The Scheme will empower Anglo Platinum employees by enabling them to acquire
approximately 1% of the issued ordinary share capital of the Company, subject to
the provisions of the Trust. One of the anticipated functions of the Trust will
be to evaluate appropriate savings and investment vehicles for the
beneficiaries.

Anglo Platinum has concluded all agreements necessary to implement the Scheme,
which implementation is subject to the fulfilment of the conditions precedent in
paragraph 4 below.

3. Details relating to the Scheme

3.1 Creation and issue of Scheme Shares

Anglo Platinum will increase its authorised share capital through the creation
of 1 512 780 "A" Ordinary Shares. The "A" Ordinary Shares will be issued by
Anglo Platinum to the Trust in addition to the 1 008 519 ordinary shares issued
to the Trust. The expected cost of the Scheme is approximately R1 803 million.

3.2 Voting

Although unlisted, the "A" Ordinary Shares will have full voting rights. The
issue of unlisted ordinary shares with full voting rights requires, in terms of
the JSE Limited's ("JSE") Listings Requirements, a fairness opinion by an
independent professional expert, further details of which are provided in
paragraph 6 below.

The Trust shall be entitled to exercise all voting rights attaching to all
shares of which it is the registered owner until the shares vest in the
beneficiaries as contemplated in paragraph 3.6.

3.3 Beneficiaries

The beneficiaries of the Trust will include all permanent employees of Anglo
Platinum's South African operations, including any South African joint venture
in which Anglo Platinum or its subsidiaries have a participation share or
interest of at least 50% and which is managed by Anglo Platinum or its
subsidiaries ("Employer Companies", and collectively, "the Group"), who do not
currently participate in any Anglo Platinum share scheme as at the date the
Scheme is approved by shareholders ("Approval Date") and persons who may join
the Group as an employee between the Approval Date and the sixth anniversary of
the Approval Date. More than 90% of beneficiaries will be HDSAs. Beneficiaries
will be allocated notional units in the Trust on an annual basis which will be
used to determine a beneficiary's personal vested right to participation in the
capital and income of the Scheme Shares held by the Trust.

The Trust Deed makes detailed provision for the position of a beneficiary in the
event of death, disability, retrenchment, retirement, promotions or appointments
into employee categories that participate in other employee incentive schemes as
well as dismissal or resignation of beneficiaries.

3.4 Dividends

It is anticipated that the dividends and other share distributions received by
the Trust in respect of the Scheme Shares shall be paid to the beneficiaries
annually on or about the last day of November, subject to the condition that the
beneficiaries are employees at the time of the distribution.

In addition, Anglo Platinum will pay to the Trust an initial dividend equal to
the dividend which would have been payable in respect of the "A" Ordinary Shares
and the ordinary shares held by the Trust had these shares been in issue on the
most recent Anglo Platinum dividend declaration date.

3.5 Repurchase and cancellation of "A" Ordinary Shares

Anglo Platinum will repurchase, at par value, and cancel all or some of the "A"
Ordinary Shares on each of the fifth, sixth and seventh anniversaries of the
Subscription Date ("Vesting Dates") in accordance with the cancellation formula
included in the memorandum and articles of association of the Company ("the
Articles"). The "A" Ordinary Shares that are not repurchased and cancelled will
be converted into ordinary shares and listed on the JSE after each Vesting Date.

The board of directors of Anglo Platinum ("the Board") undertake that they will
not implement any such repurchase as contemplated above unless it complies in
full with the Companies Act (Act 61 of 1973), the JSE Listings Requirements and
the Articles of the Company. An announcement will be released on SENS in the
event that the specific repurchase takes place, including a statement as to the
source of funds to be utilised.

3.6 Vesting of the Scheme Shares in the beneficiaries

The Scheme Shares will vest in three equal tranches on the Vesting Dates. On
each Vesting Date, the beneficiaries will become entitled to receive their
portion of the Scheme Shares that have vested and will correspondingly realise
that portion of their notional units that corresponds to the Scheme Shares to be
distributed to them by the Trust.

3.7 Administration

The Trust will appoint an independent company to administer the affairs of the
Trust. Trust expenses, including administration costs, will be borne by the
Trust and paid out of the interest accruing to the Trust and, if required, share
distributions paid to the Trust on the Scheme Shares. The Company will
contribute to expenses on such basis as may be agreed from time to time between
the Trustees and the Company.

3.8 Appointment of trustees

The Company will appoint the initial trustee. All Recognised Unions will be
entitled to appoint one trustee plus one additional trustee for every complete
ten thousand employees represented by such Recognised Union. In addition, the
trustees so appointed will elect up to four independent trustees, all of whom
will be suitably qualified in terms of an agreed skill profile. The chairperson
will be elected from the independent trustees and shall have a casting vote.

All trustees appointed by the Company and the Recognised Unions, with the
exception of independent trustees, may be employees of the Company and may be
beneficiaries of the Trust. The majority of trustees will be HDSAs.

4. Conditions precedent and shareholder approval

The implementation of the Scheme is subject to the fulfilment of the following
conditions precedent:

     •    the passing of the special resolutions to amend the memorandum and 
          Articles of the Company, create the "A" Ordinary Shares and grant 
          authority for a specific repurchase of "A" Ordinary Shares and the 
          ordinary resolution to authorise the specific issue of shares for cash 
          by the requisite majority of ordinary and preference shareholders at 
          the combined general meeting and the ordinary resolutions to adopt the 
          Scheme and grant authority to the directors to give effect to the 
          proposed resolutions by the requisite majority of ordinary 
          shareholders at the combined general meeting;

     •    the registration of the special resolutions by CIPRO; and

     •    the Master of the High Court of South Africa issuing a letter of
          authority to the initial trustee.

5. Pro forma financial effects

The unaudited pro forma financial effects illustrate the impact of the Scheme on
the most recently published annual results as at 31 December 2007 and assuming
that the Scheme took effect on 1 January 2007. The information has been prepared
for illustrative purposes only and may not, because of its nature, give a fair
reflection of the financial position, changes in equity, results of operations
of cash flows after completion of the Scheme. The directors of Anglo Platinum
are responsible for the unaudited pro forma financial information.

For the year ended 31 December 2007              Before the After the Movement
                                                   Scheme    Scheme
                                                                           (%)
Net asset value per
share1                                SA cents     11 974    11 974        0.0
Tangible net asset value
per share1                            SA cents     11 974    11 974        0.0
Basic earnings per
share2, 3                             SA cents      5 241     5 148       (1.8)
Diluted earnings per
share2, 4                             SA cents      5 203     5 112       (1.8)
Headline earnings per
share2, 5                             SA cents      5 239     5 146       (1.8)
Weighted average number
of shares in issue6                   millions      234.7     234.7        0.0
Weighted average diluted
number of shares in
issue7                                millions      237.0     237.0        0.0
Number of shares in
issue8                                millions      236.4     236.4        0.0

Notes:
     
1.   Net asset value per share is computed by dividing total equity attributable 
     to ordinary shareholders by the number of shares in issue. Tangible net 
     asset value per share is equal to net asset value per share as the Company
     does not hold any intangible assets.

2.   Earnings are reduced by the IFRS 2 (AC503) - Share Based Payments expense
     measured at grant date and spread over the vesting period of seven years.
     
3.   Basic earnings per share is computed by dividing net earnings attributable
     to ordinary shareholders by the weighted average number of shares in issue.

4.   The diluted earnings per share is computed by dividing net earnings 
     attributable to ordinary shareholders by the weighted average diluted 
     number of shares in issue.

5.   Headline earnings is calculated in terms of Circular 8/2007 on Headline
     Earnings issued by the South African Institute of Chartered Accountants.
     Headline earnings per share is computed by dividing headline earnings
     attributable to ordinary shareholders by the weighted average number of 
     shares in issue.

6.   The weighted average number of ordinary shares in issue was 234.7 million
     for the year ended 31 December 2007. The Trust is consolidated and 
     consequently the issuance of the Scheme Shares will not increase the 
     weighted average number of shares in issue.

7.   The weighted average diluted number of ordinary shares in issue was 237.0
     million for the year ended 31 December 2007 and even with the issuance of 
     2.5 million Scheme Shares, the weighted average diluted number of ordinary 
     shares in issue for that period has remained the same as the shares issued 
     have an insignificant dilutive impact for the period.

8.   The number of ordinary shares in issue as at 31 December 2007 was 236.4
     million. The Trust is consolidated and consequently the issuance of the 
     Scheme Shares will not increase the number of ordinary shares in issue.

6.  Opinions and recommendations

     In terms of the Listings Requirements, an independent professional expert 
     was required to determine if the terms and conditions of the "A" Ordinary 
     Shares are fair to shareholders.

     Ernst & Young Advisory Services Limited, the independent professional 
     expert appointed by the Board in terms of the JSE Listings Requirements, 
     has considered the terms and conditions of the "A" Ordinary Shares and is 
     of the opinion that such terms and conditions are fair to shareholders. The 
     full opinion of the independent professional expert is contained in the 
     circular which will be posted to ordinary and preference shareholders on or 
     about 7 March 2008.

     The Board has considered the terms and conditions of the Scheme and the 
     opinion of the independent professional expert and is of the opinion that 
     the Scheme is in the best interests of Anglo Platinum and its shareholders.

7.   Salient dates and times

                                                                           2008
     --------------------------------------------------------------------------
     Circular posted to shareholders on                         Friday, 7 March

     Form of proxy for the combined general meeting to be    Thursday, 27 March
     received by 14:30 on                                                              

     Combined general meeting to be held at 14:30, or as       Monday, 31 March
     soon thereafter as the Annual General Meeting of 
     Anglo Platinum is concluded, on

     Results of combined general meeting released on           Monday, 31 March
     SENS on                                                             

     Results of combined general meeting published in          Tuesday, 1 April
     the press on                                              

     Special resolutions lodged with CIPRO on or about         Tuesday, 1 April
     ---------------------------------------------------------------------------

Note:

These dates and times are subject to amendment. Any material amendment will be
released on SENS and published in the press.

8.   Documentation

     A circular containing the full details of the Scheme, including a notice of     
     combined general meeting, will be posted to Anglo Platinum ordinary and
     preference shareholders on or about 7 March 2008. The circular will also be
     available on Anglo Platinum's website at www.angloplat.com.

Johannesburg
7 March 2008

Merchant bank and transaction sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)

Tax advisors
KPMG Services (Pty) Ltd

Sponsor
Merrill Lynch South Africa (Pty) Ltd

Employee ownership corporate advisors
The ESOP Shop (Pty) Ltd

Corporate law advisors
Deneys Reitz Inc

Reporting accountants
Deloitte & Touche (Registered auditors)

Independent professional expert
Ernst & Young Advisory Services Limited



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