Anooraq, Anglo American Platinum Limited Announce Restructure, Recapitalization and Refinancing Transaction for Anooraq And B...
02 Febrero 2012 - 7:00AM
PR Newswire (Canada)
VANCOUVER, Feb. 2, 2012 /CNW/ - Attention is drawn to the joint
announcement dated February 2, 2012 in which Anooraq Resources
Corporation ("Anooraq" or the "Company") and Anglo American
Platinum Limited ("Amplats") (collectively, "the Parties")
announced that they have agreed to refinance Anooraq, restructure
and recapitalize the Bokoni Platinum group of companies ("Bokoni
group") ("the transaction"). Key highlights of the transaction for
Anooraq include: -- The Parties agree to a new strategic plan for
the Bokoni group resulting in the disposal of undeveloped platinum
group metals (PGM1) ounces to Amplats, recapitalization and
refinancing of Anooraq and the Bokoni group, together with
accelerated production growth at Bokoni Platinum Mine. The new plan
includes: o accelerating production growth at Bokoni Platinum Mine
through a new ZAR2.6 billion (US$325 million) capital development
programme, adding 100,000 PGM ounces per annum to the Bokoni
Platinum Mine production profile by 2016, which had previously been
deferred until after 2020; o implementing a strategic re-alignment
of the Bokoni group exploration and development mineral assets, by
consolidating these assets into existing mine operations at
Amplats' Twickenham and Mogalakwena mines, as well as an enlarged
Bokoni Platinum Mines operation. The net effect of the strategic
re-alignment is that Anooraq will dispose of its entire interest in
the Boikgantsho Project and the Eastern section of the Ga-Phasha
Project to Amplats for a net consideration of ZAR1.7 billion
(US$213 million) and utilize these proceeds to partially reduce its
debt outstanding to Amplats. Anooraq will continue to hold a 51%
majority interest in the enlarged Bokoni Platinum Mine with Amplats
retaining a 49% minority interest. -- The Parties solidify a
long-term strategic partnership by Amplats extending its 26% equity
investment in Anooraq through to 31 December 2018. -- The Parties
agree to deleverage, recapitalize and refinance the Anooraq and
Bokoni group balance sheets by: o entering into an interest
standstill agreement effective 1 July 2011, resulting in a ZAR300
million (US$37.5 million) interest saving for Anooraq; o Anooraq
utilizing the proceeds of the mineral asset disposal and interest
standstill agreement to reduce its debt owing to Amplats by 66%
from approximately ZAR3 billion (US$375 million) to approximately
ZAR1 billion (US$125 million); o Anooraq consolidating all of its
historical debt owing to Amplats (ZAR1 billion (US$125 million))
under one debt facility (the "Consolidated Debt Facility"); o
Amplats extending to Anooraq an additional amount of up to ZAR1.3
billion (US$163 million) under the Consolidated Debt Facility to
fund its share of growth at the Bokoni Platinum Mine operations
through to 2020, with a maximum facility limit of ZAR2.3 billion
(US$288 million); o reducing Anooraq's cost of borrowing from 16%
to a weighted average interest rate escalating from 0% to
approximately 12% through to 2020, with a low interest rate during
the capital intensive growth phase at Bokoni Platinum Mine through
to 2016 as detailed in the indicative interest table below:
___________________________________________________________________
| Debt balance |2012|2013|2014|2015|2016|2017|2018|2019|2020| | |
(%)| (%)| (%)| (%)| (%)| (%)| (%)| (%)| (%)|
|______________________|____|____|____|____|____|____|____|____|____|
|First tranche | 0.0| 0.0| 0.0| 2.5| 5.0| 7.5|10.0|15.0|15.0|
|(ZAR1 billion) | | | | | | | | | |
|______________________|____|____|____|____|____|____|____|____|____|
|Second tranche | 5.0| 5.0|10.0|10.0|12.5|15.0|15.0|20.0|20.0|
|(ZAR1 billion) | | | | | | | | | |
|______________________|____|____|____|____|____|____|____|____|____|
|Third tranche |15.0|15.0|15.0|15.0|20.0|20.0|20.0|25.0|25.0|
|(ZAR300 million) | | | | | | | | | |
|______________________|____|____|____|____|____|____|____|____|____|
|Estimated weighted | 0.5| 1.4| 4.3| 6.9| 9.4|10.8|11.6|15.0|15.0|
|average interest rate | | | | | | | | | | |(%) | | | | | | | | | |
|______________________|____|____|____|____|____|____|____|____|____|
o Anooraq not being required to issue any new equity under the
financial restructure, recapitalization and refinancing plan. --
The Parties extending their existing concentrate purchase agreement
between Amplats and Bokoni Platinum Mine through to 2020 on the
same terms. -- Amplats providing Anooraq with a working capital
facility of ZAR90 million (US$11 million) to fund its corporate and
administrative expenses through to 2015. -- Amplats and Anooraq
agreed on a new operating protocol for the management of the Bokoni
operations, which will increase Amplats' active involvement in
areas of the operations relating to mining, processing and capital
projects execution. -- A new Managing Director, Dawid Stander, has
been appointed at Bokoni Platinum Mine (refer to the Company
announcement of 1 February 2012).
_____________________________________________ (1) PGM ounces refer
to platinum, palladium, rhodium and gold Commenting on the
transaction, Harold Motaung, the Chief Executive of Anooraq, said,
"This transaction lays the foundation for a sustainable future for
Anooraq and a workable growth plan at Bokoni Platinum Mine. We have
worked closely with our partners, Amplats, to put the right team
and financial framework in place to facilitate a fully funded and
exciting new growth phase at Bokoni Platinum Mine going forward."
Chief Executive Officer of Amplats, Neville Nicolau, commented,
"This transaction provides Amplats with access to mineral
properties that provide synergies with our operations at
Mogalakwena and Twickenham. The refinancing and restructuring
position the Bokoni Platinum Mine for expansion into a substantial
and sustainable operation. The transaction is in line with our
commitment to black economic empowerment. We seek not only to
comply with the Mineral and Petroleum Resources Development Act
("MPRDA") but also to transfer technical, mining, project execution
and management skills to our joint venture partners. We believe
that this is a more sustainable Black Economic Empowerment ("BEE")
model. Our mining, process and capital projects teams will
become more involved in the day-to-day running of the Bokoni
Platinum Mine in order to facilitate skills transfer. We recognise
that the successful implementation of BEE policies in the mining
industry requires commitment and cooperation between mining
companies, the BEE partners and Government." The Department of
Mineral Resources ("DMR") said, "We are pleased that the parties
have made progress with their restructure plan and look forward to
them completing definitive agreements for review by the regulator.
We are encouraged that the transaction supports the objectives of
the MPRDA, read together with the Mining Charter and look forward
to seeing both Anooraq and the Bokoni group realising their full
potential as meaningful and significant participants in the South
African PGM sector into the future". Conference call This
transaction announcement will be followed by a conference call
hosted by Anooraq and Amplats to discuss further details of the
transaction at 10:00 Eastern Standard Time ("EST") (17:00 Central
African Time ("CAT")) on Thursday, February 2, 2012. The dial-in
details for the conference call are listed below. A playback will
be available for three days after the call. The presentation to be
used during the call will be available for downloading on the
Company's website at 09:30 EST (16:30 CAT) on Thursday, February 2,
2012. Conference call dial-in facilities Johannesburg, South 17:00
(local time) Toll: 011 535 3600 Africa Toll-free: 0 800 200 648
London, United Kingdom 15:00 (local time) Toll-free: 0 800 917 7042
New York, United States 10:00 (local time) Toll-free: 1 800 860
2442 Toronto, Canada 10:00 (local time) Toll-free: 1 866 605 3852
Other countries International toll: +27 11 535 3600 Playback
facility SA and other Code 2159# Toll +27 11 305 2030 United
Kingdom Code 2159# Toll-free 0 808 234 6771 United States &
Canada Code 2159# Toll +1 412 317 0088 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 Bokoni Group restructure and refinancing 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: the
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 Bokoni Group restructure and refinancing; --
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: o mine expansions, environmental protection
and associated compliance costs arising from exploration, mine
development, mine operations and mine closures; o expected
effective future tax rates in jurisdictions in which our operations
are located; o the protection of the health and safety of mine
workers; and o 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: Queries:On behalf of AnooraqJoel
KeslerExecutive: Corporate DevelopmentOffice: +27 11 779
6800Mobile: +27 82 454 5556Russell and AssociatesNicola
TaylorOffice: +27 11 880 3924Mobile: +27 82 927 8957Macquarie First
South Capital (Pty) LtdMelanie de Nysschen / Annerie Britz / Yvette
LabuschagneOffice: +27 11 583 2000
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