RECENT EVENTS
Atlatsa Resources and Anglo Platinum agree R3.5 billion revised restructure plan
27 March 2013
Lower-risk operating plan, less capital intensive growth and sustainable financing places Atlatsa in exciting position
Atlatsa Resources Corporation (Atlatsa or the Company) (TSXV: ATL; NYSE MKT: ATL; JSE: ATL) is pleased to announce that, together with Anglo American Platinum (Anglo Platinum), the parties have concluded a R3.5 billion revised restructure, plan for Atlatsa and the Bokoni group of companies.
The revised restructure plan follows a detailed strategic review that was undertaken in 2012 by the new management team at Bokoni Mine, in conjunction with Anglo Platinum and Atlatsa. The review included all technical, operational and financing assumptions informing the existing mine expansion and financing strategy, having regard to the general outlook for the platinum group metals (PGMs) industry.
Harold Motaung, Chief Executive Officer of Atlatsa, notes that, “The revised plan will ensure that Atlatsa will be well positioned to implement our business strategy on a more conservative, low-risk and sustainable basis. Importantly, the plan will see the company being well-funded, with a robust balance sheet, and significant BEE ownership, in excess of 50%.”
Joel Kesler, Chief Commercial Officer commented further that, ”The new operating plan includes lower-cost, open cast project opportunities, which will enable Bokoni Mine to fill its installed processing capacity in the near term, whilst underground mining operations build up to 160,000tpm, again in a low-risk and less capital intensive manner. Capital expenditure of some R2.3 billion associated with UG2 expansions at Bokoni mine have been deferred, thereby reducing the anticipated debt burden for the Company through to 2020. As a result, Bokoni Mine will become a predominantly Merensky reef producer, accounting for 70% of total estimated production.”
“Our focus now is on ensuring Bokoni operates safely and profitably for the benefit of all our stakeholders.”
Key highlights of the revised restructure plan include:
•a new, more conservative operating and financing plan at Bokoni Mine to 2020;
•a simplified capital structure, by unwinding all preference share structures allowing for one class of common shares going forward;
•a 75% reduction in Atlatsa’s overall attributable debt from ZAR3.28 billion to ZAR833 million as at 31 December 2012;
•an equity capital injection of ZAR750 million by Anglo Platinum subscribing for 125 million new shares in Atlatsa at ZAR6.00 per share;
•an increase in Atlatsa’s BEE shareholding from 51% to 62% allowing for equity financing flexibility into the future;
•ZAR700 million credit facility available to finance the new operating plan at Bokoni Mine; and
•reduced cost of borrowing by 85% from 13% to 2% over the debt term period between 2013 and 2020.
The full terms announcement, dated 27 March 2013, can be found on the Company website for a detailed description of the transaction review Revised restructure, recapitalisation and refinancing plan for Atlatsa and the Bokoni Group of Companies (PDF, 110KB).
The transaction remains subject to a number of conditions precedent, including relevant shareholder and regulatory approvals as required.
Atlatsa will report its results for the year ended 31 December 2012 on 28 March 2013. Following that, the company will announce the financial effects of this transaction.
No change statement and notice of annual general meeting and posting of circular to shareholders regarding the restructure plan
6 June 2013
1. No change statement and notice of annual general meeting
Further to Atlatsa`s audited consolidated financial statements, Management Discussion and Analysis of financial condition and results of the operations and the Annual Report on Form 20-F, for the year ended 31 December 2012 (the “Annual Report”), published and filed on 28 March 2013, shareholders are advised that the Company’s annual general meeting will be held at 16:15 Central African Time (07:15 Pacific Time) on Friday, 28 June 2013 at Atlatsa’s Offices, 4th Floor, 82 Grayston Drive, Sandton, Johannesburg, South Africa, to transact the business as set out in the Notice of the Annual General Meeting, posted to shareholders today, 6 June 2013 and filed on 31 May 2013, with the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”).
The Annual Report contains no modifications to the aforementioned published Annual Report and copies of the Annual Report and the Notice of Annual General Meeting may be obtained on SEDAR at www.sedar.com, on the Company’s website at www.atlatsaresources.com or from the offices of Atlatsa in South Africa – 4th Floor, 82 Grayston Drive, Sandton, Johannesburg 2146.
2. Posting of circular to shareholders regarding the restructure plan
2.1 Introduction
Shareholders of Atlatsa are referred to the announcements released from 2 February 2012, to 27 March 2013 and 21 May 2013 respectively, relating to the agreement of key terms in respect of the transactions to restructure, recapitalize and refinance Atlatsa and Bokoni Platinum Holdings Proprietary Limited (“Holdco”) and all of its subsidiaries (“the Bokoni group”) (the “Restructure Plan”), as well as the media releases on 27 September 2012 and 2 October 2012 relating to the conclusion of the interim implementation agreement relating to the consolidation of the Bokoni group debt and consequent reduction in its cost of borrowing (“ phase one of the Revised Restructure Plan”).
2.2 Revised dates regarding the fulfilment of the conditions precedent and implementation of the restructure plan
Shareholders of Atlatsa are referred to the announcement released on 27 March 2013 in relation to the conditions precedent of the Restructure Plan. The date for the fulfilment of all of the conditions precedent is 27 September 2013. It is anticipated that the Restructure Plan will be implemented by 24 October 2013.
2.3. Posting of circular and notice of special general meeting
An Information Circular containing full details of the Restructure Plan and incorporating a notice of special general meeting of Atlatsa shareholders was posted to shareholders today, 6 June 2013 and filed on SEDAR on 31 May 2013.
Shareholders are advised that the special general meeting will be held at the registered office of Atlatsa, being 4th Floor, 82 Grayston Drive, Sandton, Johannesburg on 28 June, 2013 at 16:00 (Central African Time) (07:00 Pacific Time), with a live simulcast by video conference to Atlatsa’s registered offices in Canada at Suite 1300, 777 Dunsmuir Street, Vancouver, British Columbia (“the Meeting”), for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary resolutions relating to the Restructure Plan.
Results of annual general meeting and special general meeting held on 28 June 2013
28 June 2013
Shareholders of Atlatsa are referred to the announcement released on Thursday, 6 June 2013 regarding the no change statement and notice of annual general meeting and posting of circular to shareholders regarding the restructure plan and notice of special general meeting.
Atlatsa is pleased to announce that both the resolutions as set out in the notice of the special general meeting and proposed at the special general meeting as well as the resolutions as set out in the notice of the annual general meeting and proposed at the annual general meeting, both held today, Friday, 28 June 2013, were approved by the requisite majority of shareholder votes.
