Acquisition by Mvela

RNS Number:0563Q
Northam Platinum Ld
29 August 2000


Mvelaphanda Platinum (Proprietary) Limited
  (Incorporated in the Republic of South Africa)
  (Registration number 1999/011391/07)
  ("Mvela")

Anglo American Platinum Corporation Limited
  (Incorporated in the Republic of South Africa)
  (Registration number 1946/022452/06)
  ("Amplats")

Rembrandt Group Limited
  (Incorporated in the Republic of South Africa)
  (Registration number 1948/031037/06)
  ("Remgro")

Northam Platinum Limited
  (Incorporated in the Republic of South Africa)
  (Registration number 1977/003282/06)
  ("Northam")

ACQUISITION BY MVELA OF A DIRECT INTEREST IN THE ORDINARY EQUITY OF NORTHAM

1. Introduction
In pursuance of enhancing empowerment in the mining industry, Amplats and
Remgro have concluded separate empowerment transactions with Mvela on the
terms set out below. 

As part of the unbundling of Gold Fields of South Africa Limited, Anglo
American plc ("Anglo American") received a 13,3 per cent interest in Northam's
issued share capital. In order to facilitate the empowerment transaction as
detailed below, Anglo American onsold its 13,3 per cent interest in Northam to
Amplats at R8,50 per ordinary share in the issued share capital of Northam
("Northam share").

2.  THE MVELA ACQUISITION
Further to the previously published cautionary announcements wherein it was
announced that Mvela and Northam were in discussions regarding the possible
acquisition by Mvela of an interest in the Northam mine, Standard Corporate
and Merchant Bank ("SCMB") and 
N M Rothschild & Sons (South Africa) (Proprietary) Limited are authorised to
announce that those discussions have been terminated and that Mvela and
Amplats and Mvela and Remgro have respectively entered into agreements, which
are subject to the fulfilment of certain conditions precedent, whereby Mvela
will acquire:
* from Amplats, a 17,5 per cent direct interest in Northam at a price of R8,50
per Northam share; and
* from Remgro, a further 5,0 per cent direct interest in Northam, bringing
Mvela's direct interest in Northam to 22,5 per cent.
These acquisitions are collectively defined as "the Mvela acquisition".
Based upon the closing price of Northam on the Johannesburg Stock Exchange on
Friday, 25 August 2000, the market value of the interest in Northam acquired
by Mvela from Amplats is approximately R408 million compared to a cost of R342
million, and the market value of the interest in Northam acquired by Mvela
from Remgro is approximately R117 million. 
Following the implementation of the Mvela Acquisition, Mvela and Amplats will
each separately own an approximate 22,5 per cent interest in Northam.

3.  RATIONALE FOR THE MVELA ACQUISITION
The Mvela group of companies is focused upon the resources and energy
industries and its strategy is to broaden the ownership by, and to ensure the
meaningful participation of, previously disadvantaged persons in South
Africa's mineral resources. In the resources sector, Mvela is particularly
focused upon the diamond and precious metals industries.
During the latter half of 1999, Northam acquired the mineral rights in respect
of platinum group metals ("PGM") on the remaining extent of the farm
Elandsfontein 386 K.Q. and took cession of a mineral lease over a portion of
the farm Amandelbult 383 K.Q. This has significantly extended the life and
potential of the Northam mine, which now has greater operating flexibility and
the ability to increase production on a marginal cost basis by exploiting its
UG2 reserves. Northam is a substantial cash generator at current PGM and base
metals price levels. 
Due to these factors, Mvela identified Northam as the asset most suited to
allow Mvela to develop a meaningful ownership and participation interest in
the PGM industry. 
In addition, it is Mvela's intention to develop other PGM projects via
Northam. 

4.  MVELA AND AMPLATS' INTENTIONS AND STRATEGies REGARDING THEIR SEPARATE
INVESTMENTS IN NORTHAM
Mvela operates separately and independently of Amplats and there are no
cross-shareholdings between Mvela and Amplats. Mvela and Amplats will manage
their respective interests in Northam independently of each other. Despite
this independence, Mvela and Amplats, as the two principal shareholders in
Northam, have similar intentions regarding:
* the maximisation of the potential of the Northam mine for the benefit of all
its shareholders; 
* the seeking of a new PGM project or projects to be developed via Northam;
and
* the process of skills transfers between Amplats and Mvela allowing for the
development of Mvela into a meaningful participant in the PGM industry.

5.  OVERVIEW OF MVELA
As part of its strategy to develop a meaningful ownership and participation
interest in the PGM industry, Mvela will develop the competencies necessary to
operate in this industry. 
Mvela's shareholders comprise:
* Mvelaphanda Holdings (Proprietary) Limited: The holding company of Mvela,
which is controlled by Tokyo Sexwale and other empowerment shareholders;
* Mmakau Mining (Proprietary) Limited: An empowerment mining company with
experience in deep-level hard rock mining led by Bridgette Radebe;
* The Woman's Development Bank Investment Company;
* The Makana Investment Company, which represents approximately 10 000 former
political prisoners and their dependants;
* The MK Veterans Association, which represents approximately 45 000 former
Umkhonto I'Sizwe veterans and their dependants; and
* The South African Women in Mining Association: A broad-based organisation
established with the objective of advancing the cause of women in South
Africa's mining industry.

6.  FINANCING OF THE MVELA ACQUISITION
SCMB has agreed, on commercial terms and subject to certain conditions, to
provide Mvela with the necessary funding to fulfil its obligations to Amplats
and Remgro in terms of the Mvela Acquisition. The conditions of such financing
include the favourable completion of a technical due diligence in respect of
the Northam mine to the satisfaction of SCMB. 
The technical due diligence exercise is currently being undertaken by Steffen,
Robertson and Kirsten (South Africa) (Proprietary) Limited. It is anticipated
that this exercise will be completed by the middle of September 2000.

7.  CONDITIONS PRECEDENT
The Mvela Acquisition is subject, inter alia, to the fulfilment of the
following conditions precedent by no later than 29 September 2000 or such
later date as may be agreed between Amplats, Remgro, Mvela and SCMB:
* Mvela securing the necessary third party finance to discharge its
obligations to Amplats and Remgro; and 
* the unconditional consent of any regulatory authority in South Africa or
elsewhere, if required, to implement the Mvela Acquisition, having been
obtained.

Johannesburg
29 August 2000

Merchant bank and financier to Mvela
  SCMB
  Standard Corporate and Merchant Bank
  (A division of The Standard Bank of South Africa Limited)
  (Registration number 1962/000738/06)
Joint financial adviser to Mvela
  NM Rothschild & Sons
Independent financial adviser to Mvela and SCMB
  SRK Consulting Engineers and Scientists
  Steffen, Robertson and Kirsten (South Africa) (Pty) Ltd
  (Registration number 95/12890/07
Sponsoring broker to Northam
  Investec Securities Limited
  Member of the Johannesburg Stock Exchange
  Registration No. 1972/008905/06
Attorneys to Mvela
  Werksmans Attorneys
Attorneys to Amplats
  Deneys Reitz Attorneys Inc.
  Reg. No. 1984/003385/21
Attorneys to SCMB
  Prinsloo, Tindle & Andropoulos Inc. Attorneys