South African resources companies Anglo American and Kumba Resources on Thursday announced a major black economic empowerment (BEE) transaction that will result in the establishment of the country’s largest black-owned, -controlled and -managed company with an enterprise value of about R16-billion.
The proposed transaction will see the partial separation of Kumba’s iron-ore assets from its non-iron-ore assets into Kumba Iron Ore — a newly named company — and Newco, the reconstituted Kumba Resources pursuant to the transaction.
Newco is to be established as South Africa’s flagship empowerment company with an enterprise value of about R16-billion. Newco, which will continue to be listed on the JSE, will be controlled by broad-based BEE groups via BEE Holdco, a black-controlled holding company holding 55% of Newco.
Newco will be a diversified mining company that will be well positioned strategically and financially to take advantage of growth opportunities in the mining sector in South Africa, Africa and globally, the companies said.
Anglo American will retain a residual stake in Newco as a demonstration of its long-term commitment to the company.
Kumba Iron ore is to be created as a pure-play iron-ore company listed on the JSE with an enterprise value of about R14-billion, which through the unbundling to all existing Kumba Resources shareholders of the iron-ore assets will hold the majority of Kumba Resources’ South African iron-ore assets through Sishen Iron Ore Company (SIOC), with Newco retaining a 20% stake in SIOC.
In addition, Northern Cape-based community groups will acquire a 3% interest in SIOC and SIOC employees will hold 3%.
Eighty percent of Kumba Resources’ interest in SIOC will be transferred to a newly named company, Kumba Iron Ore, and unbundled to all existing Kumba Resources shareholders.
Pursuant to the transaction there will be two separate listed entities — Newco, which will have significant coal, heavy minerals and zinc assets, together with a 20% holding in SIOC; and Kumba Iron Ore, which will own 74% of Kumba Resources’ South African iron-ore operations, held through SIOC.
Kumba Resources’ existing shareholders will hold shares in both listed companies in proportion to their existing shareholdings in Kumba Resources prior to the various steps required to implement the deal.
Moreover, Newco will acquire the entire issued share capital of Eyesizwe Coal from Eyesizwe Mining and the other shareholders in Eyesizwe Coal. All the Eyesizwe Coal shareholders will, through a special purpose vehicle (SPV), utilise the majority of the cash received to subscribe for shares in BEE Holdco.
Consortia led by Eyabantu Capital, TisoGroup and the South African Women in Mining Association, through SPVs, and the Industrial Development Corporation will subscribe for shares in BEE Holdco through the injection of either cash or Newco shares.
BEE Holdco will, through a series of steps, acquire and exercise control over 55% of Newco’s issued ordinary share capital.
Shares in Newco, being approximately 3% of its issued ordinary share capital, will be made available to employees of Newco through a Newco employee share-option programme, the majority of the beneficiaries of which will be black employees.
Accordingly, BEE Holdco together with the Newco employee share-option programme will hold 58% of Newco.
In addition, Kumba Resources has made a proposal — recommended by the independent directors of the Ticor board, subject to no superior offer being received and Ticor minority shareholder and Australian court approval — to acquire, for cash, the outstanding shares (48,8%) in Ticor that it does not already own through a scheme of arrangement in terms of the Australian Corporations Act.
Anglo American will, subject to certain conditions, including the implementation of the transaction, grant options to Newco to acquire 100% of Namakwa Sands (heavy minerals assets) and 26% of Black Mountain and Gamsberg (zinc assets) at a fixed price, in addition to an offtake agreement in respect of zinc concentrate.
The deals are subject to the completion of satisfactory due diligence reviews, the requisite legal and funding agreements, regulatory and shareholder approval.
Until a further announcement is made, Kumba shareholders are advised to exercise caution in their share trading. — I-Net Bridge