RNS No 3674n
ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED
15th October 1998
Anglo American Corporation of South Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 01/05309/06)
("AAC")
Minorco
(Incorporated in Luxembourg)
("Minorco")
Restructuring of Anglo American Corporation and combination with Minorco to
form Anglo American plc
1. Introduction
The Boards of Anglo American Corporation of South Africa Limited ("AAC") and
Minorco announce that they have agreed in principle to combine their
businesses to establish Anglo American plc ("AA plc"), a United Kingdom
company with global operations having its primary listing on the London Stock
Exchange and listings on the Johannesburg Stock Exchange and other major
European stock exchanges.
The new company will be one of the world's largest mining and natural resource
companies, with a formidable range of interests in gold, platinum and diamonds
and an important presence in coal, base and ferrous metals, industrial
minerals and forest products. It will also have an internationally diversified
exploration programme and important other industrial and financial activities.
AA plc will form a new platform to develop the ability of the group to compete
more effectively around the world and to exploit new business and growth
opportunities, supported by improved access to international capital markets.
The key objective of AA plc will be to pursue increased shareholder value
through a combination of superior real earnings growth and a narrowing of the
discount of market value to net asset value. This strategy will be driven by
focused management and accountability, operational control of core assets,
simplicity and transparency of structure and rationalisation of non-core
interests.
The combination will be achieved by simultaneous share exchange offers to
existing shareholders in AAC and Minorco. The offer by AA plc to AAC
shareholders will be achieved by a scheme of arrangement whereby AAC
shareholders will receive one new AA plc share for every one AAC share held
("the Scheme of Arrangement"). The offer to Minorco shareholders will be by
means of a public offer of one new AA plc share for every two Minorco shares
held with a cash alternative of US$16 per Minorco share ("the public offer").
It is anticipated that the documentation relating to the Scheme of
Arrangement, the public offer and the listing of AA plc will be posted to
shareholders in early 1999, following compliance with the London Stock
Exchange requirements for completion of audited financial information as at 30
September 1998.
The proposed combination has the approval of the South African Reserve Bank.
The Board of AAC believes that the formation of AA plc and the commitment to
developing core assets, both in South Africa and internationally, is in the
best interests of shareholders and of South Africa in a rapidly globalising
world economy.
The principal shareholders in AA plc following completion of the Scheme of
Arrangement and the public offer will be De Beers and the interests of the
Oppenheimer family, who have agreed in principle to support the Scheme of
Arrangement and accept the share offer to Minorco shareholders.
Minorco's Board of Directors has established a committee of independent
directors to evaluate the proposals set out in this announcement. The
independent committee has appointed Morgan Stanley & Co. Limited as its
financial advisor. The independent committee welcomes these constructive
proposals from AAC which would simplify the ownership structure of Minorco and
clarify the relationship between the two companies. The independent committee
also recognises that the proposals would provide Minorco shareholders with
certain value of US$16 per Minorco share as well as the opportunity to
participate in a London listed company with potential for inclusion in the
FTSE 100 index. The independent committee intends to recommend acceptance of
the proposed offer (subject to final terms and conditions). Its recommendation
will be included in the documentation posted to shareholders in early 1999.
AAC is today announcing a scheme of arrangement to acquire the 43 per cent of
the share capital in Amcoal it does not already own; an intention to make an
offer for the 48 per cent of the share capital in Amic it does not already
own; and an intention to purchase further shares in Amplats such that Amplats
becomes a subsidiary of AAC. It has also reached agreement in principle to
acquire from De Beers a number of interests, the most significant of which are
in Anglogold, Amplats, Mondi and Samancor. AAC, together with its associates,
and Billiton announced yesterday a joint offer for the shares that they do not
already own in Samancor.
It is the intention of AAC to dispose of its shareholdings in Bevcon/SA
Breweries, when market conditions are appropriate, and of Amic to continue to
review its interest in AECI.
Minorco will divest itself of its gold interests and its interests in
Engelhard Corporation and Terra Industries before the closing of the public
offer.
Pro forma sales for AA plc, based on the last reported annual results of AAC
and Minorco, would have been some US$16,3 billion. On the same basis, pro
forma operating profit before exceptional items would have been some US$2,0
billion.
Based on the closing share price of AAC on 14 October 1998, and reflecting the
terms of the share offer for Minorco, AA plc would have had a market
capitalisation of some #6,1 billion, making it large enough to be included in
the FTSE100 index.
The pro forma financial information stated above takes account of the
combination of AAC and Minorco to form AA plc on the basis set out in the
tables below, and does not include any effect from the proposed transactions
set out in section 5 below.
2. Background
The structures of AAC and Minorco and their geographic separation, which have
arisen as a result of South Africa's long period of political and financial
isolation from the international community, have proved increasingly
complicated when seeking to develop any focused strategy and have made
valuation comparisons difficult. Dramatic political change in South Africa,
together with an easing of controls on capital, has led to this major step in
bringing together the assets and resources of AAC and Minorco.
The Boards of AAC and Minorco believe that there is significant unrecognised
value trapped within the companies' structures, which is reflected in the
substantial discounts in their market values relative to their underlying
"see-through" net asset values. It is the intention to pursue strategies to
unlock this value.
AA plc will enjoy the benefits of the actions of AAC already taken following
AAC's strategic review, which commenced in 1997. This review resulted in the
consolidation of AAC's platinum interests in Amplats, the world's leading
producer of platinum; the formation of Anglogold, the world's largest gold
company in terms of production and reserves; the streamlining of AAC's
holdings in the reshaped De Beers; the restructuring of Amic, including the
ongoing sales of non-core and non-performing assets; and the merger of AAC's
financial services interests with those of RMB Holdings to form FirstRand.
Recent actions taken by Minorco include the successful development of a number
of major precious and base metals projects, the creation of an industrial
minerals division and the ongoing disposal of non-core assets.
3. Strategy of AA plc
It will be the core strategy of AA plc to develop as a global operating mining
and natural resource company, with related industrial activities. The key
objective of AA plc will be to enhance shareholder value through a combination
of superior real earnings growth and a narrowing of the discount to net asset
value by pursuing the following:
- high-quality operating assets
- operational control of core assets and underlying cashflows
- simplicity and transparency of structure
- focused management with clear responsibility and accountability
- exit from non-performing and non-core businesses
- efficient capital allocation
- world class technical and financial skills
The focus of the strategy for mining operations will be the pursuit and
enhancement of low cost production to generate superior real earnings growth
against the background of the commodity cycle. These objectives will be
supported by the development of quality assets through exploration and
acquisition.
In the evaluation of the performance of investments, AA plc will apply strict
disciplines for efficient capital allocation and risk management across the
group with rigorous project and cashflow management. The use of a
comprehensive range of investment evaluation techniques will add a focus to
increasing shareholder value and shareholder returns.
The restructuring of AAC's gold and platinum interests has already yielded
significant cost savings. A further comprehensive review of cost efficiency is
underway throughout the other operations, benchmarking AA plc's cost
structures and profitability to its international peer groups.
AAC's and Minorco's natural resource assets in the forest products sector will
be brought together in a single structure. These unified operations will be
well placed to take advantage of opportunities arising from the consolidation
taking place within this sector.
Non-core industrial interests will be actively managed and detailed
assessments of these interests will be made to determine their competitive
positions within the global economies and the sectors in which they operate
with the aim of enhancing shareholder value through mergers, rationalisation
or disposal.
AA plc will hold an investment in FirstRand, South Africa's largest listed
financial institution, formed recently by the merger of FNB, RMB, Momentum
Life and Southern Life. Substantial merger benefits are expected to be
generated by the new management team. There is therefore no current intention
to dispose of this asset but, should opportunities arise which offer higher
returns in the core businesses, consideration will be given to realising this
asset.
AA plc will be committed to the development of existing and new interests in
South Africa and on the African continent. AA plc's South African operations
will continue their commitment to major social investment and economic
empowerment activities.
4. Profile of AA plc
AA plc will be one of the world's largest mining and natural resource
companies, with a formidable spread of interests in some of the world's
foremost mining, natural resource and related assets. On the assumption that
the proposed actions referred to in section 5 below are implemented, AA plc
will have the major interests as set out below. Segmental pro forma financial
information is set out in the tables below, although this information does not
reflect the actions referred to in section 5.
Gold
AA plc, together with its 52% subsidiary Amgold, will hold 55% in Anglogold,
the world's largest gold company in terms of annual production, which exceeds
6 million ounces of refined gold, and gold reserve base, which amounts to some
140 million ounces. Anglogold was formed earlier in 1998 to provide a more
focused structure to manage production efficiencies and has already made
significant progress in cost reduction with cash costs currently at around
US$215 per ounce. Anglogold is considering submitting a bid to Minorco to
acquire its gold interests.
Diamonds
AA plc, together with its effective 58% subsidiary Anamint, will hold 33% in
De Beers/Centenary. De Beers/Centenary operate diamond mines in South Africa,
Botswana, Namibia and Tanzania, and have a worldwide exploration programme.
The Central Selling Organisation, the marketing arm of De Beers/Centenary,
sells the majority of the world's rough gem diamond production.
Platinum
AA plc will own in excess of 50% of Amplats, the world's leading producer of
platinum group metals with annual production of 1,9 million ounces of
platinum, 0,9 million ounces of palladium and 0,2 million ounces of rhodium.
The company has substantial high quality reserves and amongst the lowest
operating costs in the sector. It is committed to an expansion programme of
US$250 million.
Coal
AA plc will own 100% of Amcoal, currently one of the largest private-sector
coal mining groups in the world operating eight mines in South Africa, and a
33% interest in Carbones del Cerrejon, a Colombian coal mining venture. Total
annual sales of coal are in excess of 52,6 million tonnes.
Base Metals and Minerals
AA plc will have a developing portfolio of base metal assets, including
principally 75% in Mantos Blancos and 44% in Collahuasi, which is one of the
largest copper reserves in the world and is expected to enter full production
in 1999. With an effective interest of 29% in Palabora Mining and various
initiatives in Peru, Brazil, Zambia and the Congo, AA plc aims to become one
of the world's leading copper producers. Through the development of the
Lisheen zinc mine and the proposed Gamsberg zinc project, AA plc will develop
a major presence in zinc. Through the Loma de Niquel mine in Venezuela and the
Kabanga project in Tanzania, AA plc will add to its existing presence in
nickel. The Namakwa Sands mineral sands operation in South Africa, currently
doubling its capacity, will be one of the world's top four producers of heavy
minerals.
Industrial Minerals
AA plc will have a significant European-based industrial minerals division,
with substantial operations in the UK and other operations in Spain and
Germany.
Exploration and New Mining Business
AAC, Minorco and their associates are currently spending over US$250 million
per annum on exploration in the Americas, Africa, Europe and Australia.
Ferrous Metals
AA plc will have an important presence in the ferrous metals business through
its interests in Samancor, Highveld, Columbus and Scaw Metals/Haggie.
Forest Products
AA plc will own 100 % of Mondi and Mondi Minorco Paper, which produce a range
of forest products. Mondi Minorco Paper holds significant interests in pulp,
paper and packaging operations located in Europe and South America.
Other Industry
The main industrial interests are in Tongaat-Hulett, Boart Longyear and LTA.
Financial Services
AA plc will have a 21% interest in FirstRand, the largest listed financial
institution in South Africa, with interests in banking, insurance and asset
management and total assets of US$32,7 billion as at 30 June 1998.
5. Further actions
It has been a key objective of AAC and Minorco to simplify their corporate
structures and, in pursuing that objective, the following further actions are
announced.
Amcoal
AAC is today announcing a scheme of arrangement to acquire those ordinary
shares in Amcoal not owned by AAC and its subsidiaries. The scheme comprises
an effective entitlement to 175 AA plc shares for every 100 Amcoal shares with
a cash alternative of R330 per Amcoal share. The scheme has been recommended
by the board of Amcoal and its advisors.
Holders of 44,7% of the shares in Amcoal not owned by AAC and its subsidiaries
have given irrevocable undertakings to vote in favour of the scheme.
Amic
AAC has recently increased its holding in Amic to 52% and will make an offer
for the shares that it does not already own by way of a scheme of arrangement
at a price to be determined by reference to the Amic share price immediately
prior to the cautionary announcement of 12 October 1998. A further
announcement will be made shortly. De Beers, which owns just under 25% of
Amic, has agreed in principle to support this proposal.
Amic intends to continue purchasing additional shares in its subsidiary
Highveld during periods of market weakness. Amic has recently increased its
holding in Tongaat-Hulett to 51% in order to make Tongaat-Hulett a subsidiary
of Amic.
Samancor
AAC, together with its associates, and Billiton, which currently own 31% and
55% respectively of Samancor, announced yesterday a joint offer of R45 per
share in cash for the shares of the company that they do not already own. If
the offer is successful, Samancor will be constituted as a joint venture in
which AAC will hold 40% and Billiton 60%.
De Beers/Centenary
As a further step in the restructuring of the relationship between AAC and De
Beers/Centenary, the respective boards have reached agreement in principle for
the acquisition by AAC from De Beers/Centenary of a number of investments in
which both are interested. The most significant of these interests are:
- 4% in Anglogold;
- 3% in Amplats;
- 17% in Mondi;
- 10% in Samancor;
- 20% in Namakwa Sands; and
- 10 % in Gamsberg.
The Oppenheimer family have also agreed in principle to sell their interests
in Namakwa Sands, Gamsberg and Mondi to AAC. Each of these companies will
therefore become wholly-owned by AAC.
The consideration for each of these acquisitions from De Beers/Centenary and
the Oppenheimer family will be an effective entitlement to shares in AA plc. A
further announcement will be made in due course.
Following these transactions and the proposed acquisition of AAC and Minorco
by AA plc, the holdings in AA plc will be the only significant shareholdings
of De Beers and the interests of the Oppenheimer family in the AA plc group.
Amplats
The shares in Amplats to be acquired from De Beers and the shares recently
purchased by AAC will give AAC a 45% shareholding in Amplats. AAC intends
continuing to purchase additional shares during periods of market weakness
with a view to AAC holding more than 50 % of Amplats.
Divestments
It is the intention of AAC to dispose of its shareholdings in Bevcon/SA
Breweries, when market conditions are appropriate, and of Amic to continue to
review its interest in AECI.
Minorco will divest itself of its gold interests and its interests in
Engelhard Corporation and Terra Industries before the closing of the public
offer.
6. Implementation of the combination of AAC and Minorco
The combination of AAC and Minorco will be achieved by the Scheme of
Arrangement and the public offer which will proceed concurrently. The Scheme
of Arrangement will result in a shareholder in AAC holding one AA plc share
for every one share held in AAC. The public offer will result in a shareholder
of Minorco who accepts the share offer holding one AA plc share for every two
shares held in Minorco. The public offer will include a cash alternative of
US$16 per Minorco share.
Application will be made to list the AA plc shares on the London Stock
Exchange, which is expected to occur by the end of the first quarter of 1999.
After the completion of the public offer, it is expected that arrangements
will be made under which the shareholders of Minorco who do not participate in
the public offer will receive in consideration for their shares a value
equivalent to the offer.
It is anticipated that documentation relating to the Scheme of Arrangement,
the public offer and the listing of AA plc will be posted to shareholders in
early 1999, following compliance with the London Stock Exchange requirements
for completion of audited financial information as at 30 September 1998.
Acceptance of the public offer by shareholders not resident in South Africa or
the United Kingdom may be affected by the laws of the relevant jurisdiction.
Persons who are not resident in South Africa or the United Kingdom should
inform themselves about and observe any applicable requirements.
The public offer will not be made, directly or indirectly, in or into, and may
not be accepted in or from the United States, Canada, Australia or Japan.
Minorco's Board of Directors has established a committee of independent
directors (the "Independent Committee") to evaluate the proposals set out in
this announcement, comprising Edward G. Beimfohr, Dr Chester A. Crocker,
Viscount Davignon, Cedric E. Ritchie, Hans-Joachim Schreiber, Peter S.
Wilmot-Sitwell and J. Burgess Winter. The Independent Committee has appointed
Morgan Stanley & Co. Limited as its financial advisor.
The Independent Committee welcomes these constructive proposals from AAC,
which would simplify the ownership structure of Minorco and clarify the
relationship between the two companies. The Independent Committee also
recognises that the proposals would provide Minorco shareholders with certain
value of US$16 per Minorco share as well as the opportunity to participate in
a London listed company with potential for inclusion in the FTSE 100 index.
The Independent Committee intends to recommend acceptance of the proposed
offer (subject to final terms and conditions). Its recommendation will be
included in the documentation posted to shareholders in early 1999.
The principal shareholders in AA plc following completion of the Scheme of
Arrangement and the public offer will be De Beers and the interests of the
Oppenheimer family who have agreed in principle to support the Scheme of
Arrangement and accept the share offer to Minorco shareholders.
7. Management structure and corporate governance
The formation of AA plc provides the opportunity to draw on the strength and
depth of the existing management teams of AAC and Minorco throughout the new
organisation.
The eight Executive Directors and their executive responsibilities will be:
J. Ogilvie Thompson
Chairman and Chief Executive
L. Boyd
Deputy Chairman
Amplats, Ferrous Metals and Industry
M. W. King
Deputy Chairman
FirstRand
J. W. Campbell
Coal and Base Metals
A. W. Lea
Finance
H. R. Slack
Industrial Minerals, External Affairs and the London Office
A. J. Trahar
Forest Products and Industry
T. C. A. Wadeson
Technical
Non-Executive Directors will include N.F. Oppenheimer (Deputy Chairman), R.M.
Godsell and Sir Chippendale Keswick, together with four others who will be
identified in the formal documentation.
The executive committee of the Board of Directors, comprising the Executive
Directors, will be the day-to-day decision-making body of AA plc.
Appropriate management incentivisation arrangements will be put in place to
ensure the alignment of management interests with shareholder returns.
It is intended that AA plc will adhere to best practice standards of corporate
governance, including the establishment of remuneration and audit committees.
The Head Office of AA plc will be in London and board meetings will be held in
London.
8. Listing of AA plc
Application will be made for the entire issued share capital of AA plc to be
admitted to listing on the London Stock Exchange, sponsored jointly by
Cazenove & Co. and Warburg Dillon Read, and on the Johannesburg Stock Exchange
and other major European stock exchanges.
9. Dividend policy
It is intended that AA plc will adopt a progressive dividend policy which will
take into account its underlying earnings whilst maintaining an appropriate
level of dividend cover.
10. Accounting
It is intended that AA plc will report its accounts in United States dollars
under UK GAAP to a December year-end. Currently, AAC reports its annual
results to a March year-end and Minorco to a December year-end.
AA plc will account for the combination with AAC and Minorco under UK GAAP,
the respective net assets being stated at existing book values for AAC and
fair market values for Minorco.
11. Summary financial information
Set out below is certain unaudited pro forma financial information in respect
of AA plc, assuming the combination of AAC and Minorco had been effected, and
is derived from the audited consolidated balance sheet and profit and loss
statement of Minorco for the year ended 31 December 1997 and from the audited
consolidated balance sheet and profit and loss statement of AAC for the year
ended 31 March 1998. The pro forma financial information shows the effect of
the combination of AAC and Minorco but does not include any effect from the
proposed transactions set out in section 5 of this announcement. This pro
forma financial information has been prepared for illustrative purposes only
and, because of its nature, cannot give a true picture of the consolidated
financial position or results of AA plc.
12. Timetable
It is intended that documentation will be posted to shareholders early in
1999, with completion of the Scheme of Arrangement and the public offer
expected by the end of the first quarter of 1999.
13. Conditions to completion
The transactions described in this announcement will be subject to obtaining
all necessary approvals, including the approvals of shareholders, all relevant
regulatory bodies and, in the case of the Scheme of Arrangement, the sanction
of the High Court of South Africa.
Johannesburg
15 October 1998
Pro Forma Financial Information (unaudited)
UKGAAP Consolidation Pro forma
AAC AAC Minorco adjustment eliminations AAplc
Rm US$m US$m US$m Note US$m US$m
Profit and loss
account items
Turnover 46,467 9,574 5,662 3,627 1. (2,580) 16,283
Operating profit
before exceptional
items 8,060 1,694 650 (15) 2.&3. (321) 2,008
Profit before
tax 10,231 2,159 661 (15) 2. (323) 2,482
Profit after
tax 8,364 1,769 508 (30) 4. (252) 1,995
Earnings 5,817 1,204 300 (15) 5. (135) 1,354
Balance sheet
items
Fixed assets 43,420 8,622 5,369 416 6. (1,622) 12,785
Net current
assets 4,077 810 1,915 2,725
Creditors due
after one
year (1,868) (371) (2,146) 154 4. (2,363)
Provisions
for liabilities
and
charges (819) (163) (473) (636)
Equity
minority
interests (4,221) (838) (1,147) (76) 7. 136 (1,925)
Net assets 40,589 8,060 3,518 494 (1,486) 10,586
Notes
1. The increase reflects Minorco's proportion of its associates' turnover
together with the minorities' proportionate share of the turnover of AAC's
subsidiaries, previously excluded from published turnover.
2. Full provision is made for retirement benefits in accordance with SSAP 24.
3. Presentation of exceptional items is determined in accordance with FRS3.
4. Taxation is provided under the partial method in accordance with SSAP 15.
5. Minority adjustment arising on adjustments for partial deferred tax and
post-retirement funding.
6. Adjustments to NAV of associates arising from 2 and 3 above.
7. Minority adjustments arising from the presentation of partial deferred tax
within the group.
Pro Forma segmental analysis of operating profit before exceptional items
US$ m
Gold 89
Diamonds 393
Platinum 69
Coal 231
Base metals and minerals 111
Industrial minerals 129
Ferrous metals 79
Forest products 225
Other industry (including Engelhard Corporation* US$91m) 207
Financial services 105
Agribusiness and chemicals* 370
2,008
*To be divested
Full names of companies referred to in this announcement:
"AECI" AECI Limited
"Amcoal" Anglo American Coal Corporation Limited
"Amgold" Anglo American Gold Investment Company Limited
"Amic" Anglo American Industrial Corporation Limited
"Anamint" Anglo American Investment Trust Limited
"Amplats" Anglo American Platinum Corporation Limited
"Anglogold" Anglogold Limited
"Bevcon" Beverage and Consumer Industry Holdings Limited
"Billiton" Billiton Plc
"Boart Longyear" Boart Longyear Limited
"Carbones del Cerrejon" Carbones del Cerrejon S.A.
"Columbus" Columbus Joint Venture
"Collahuasi" Compania Minera Dona Ines de Collahuasi S.C.M.
"Centenary" De Beers Centenary AG
"De Beers" De Beers Consolidated Mines Limited
"Mantos Blancos" Empresa Minera de Mantos Blancos S.A.
"Engelhard" Engelhard Corporation
"FNB" First National Bank Holdings Limited
"FirstRand" FirstRand Limited
"Gamsberg" Gamsberg Zinc Corporation Limited
"Haggie" Haggie Limited
"Highveld" Highveld Steel and Vanadium Corporation Limited
"Kabanga" Kabanga Nickel Company Limited
"Lisheen" Lisheen Joint Venture (unincorporated)
"LTA" LTA Limited
"Loma de Niquel" Minera Loma de Niquel, C.A.
"Momentum Life" Momentum Life Assurers Limited
"Mondi" Mondi Limited
"Mondi Minorco Paper" Mondi Minorco Paper Limited
"Namakwa Sands" Namakwa Sands Limited
"Palabora Mining" Palabora Mining Company Limited
"RMB Holdings" Rand Merchant Bank Holdings Limited
"RMB" Rand Merchant Bank Limited
"Samancor" Samancor Limited
"Scaw" Scaw Metals Division
"Terra Industries" Terra Industries Inc.
"SA Breweries" The South African Breweries Limited
"Southern Life" The Southern Life Association Limited
"Tongaat-Hulett" The Tongaat-Hulett Group Limited
Independent financial advisors to AAC and AA plc
Warburg Dillon Read Securities (South Africa) (Pty)Limited
(Registration number 95/11140/07)
A subsidiary of UBSAG
Joint sponsoring brokers to AAC
Warburg Dillon Read
Merrill Lynch
Independent financial advisers to Minorco
MORGAN STANLEY & CO. LIMITED
Sponsoring broker to Minorco
CAZENOVE &CO.
Joint sponsors to AA plc
Cazenove &Co.
Warburg Dillon Read
This announcement has been approved solely for the purposes of section 57 of
the Financial Services Act 1986 of the United Kingdom by Warburg Dillon Read,
a division of UBS AG, ("Warburg Dillon Read") and Morgan Stanley & Co. Limited
("Morgan Stanley"), each of which is regulated in the United Kingdom by The
Securities and Futures Authority Limited.
Warburg Dillon Read is acting exclusively for AA plc and AAC and no one else
in connection with the public offer by AA plc in respect of all of the shares
in Minorco (the "Offer") and the scheme of arrangement between AAC and its
shareholders (the "Scheme") and will not be responsible to anyone other than
AA plc and AAC for providing the protections afforded to customers of Warburg
Dillon Read or for giving advice in relation to the Offer or the Scheme.
Morgan Stanley is acting exclusively for Minorco and no one else in connection
with the Offer and will not be responsible to anyone other than Minorco for
providing the protections afforded to customers of Morgan Stanley or for
giving advice in relation to the Offer.
This announcement is not an extension of the Offer, directly or indirectly, in
or into, by use of the mails or any means or instrumentality (including,
without limitation, facsimile transmission, telex or telephone) of interstate
or foreign commerce of, or any facilities of a national securities exchange
of, the United States, Canada, Australia, or Japan and the Offer is not
capable of acceptance by any such use, means or instrumentality or facilities
or from within the United States, Canada, Australia or Japan. The shares in AA
plc to be offered under the Offer have not been, and will not be, registered
under the United States Securities Act of 1933 as amended (the "Securities
Act") nor under the laws of any State of the United States (and the relevant
clearances have not been, and will not be, obtained from the relevant
authorities in Canada, Australia and Japan) and may not be offered, sold,
re-sold or delivered, directly or indirectly, in or into the United States,
Canada, Australia or Japan or to a US person (as that expression is defined in
Regulation S under the Securities Act), except pursuant to exemptions from the
applicable requirements of such jurisdictions. Accordingly copies of this
announcement are not being and the Offer document, the listing particulars
relating to the shares in AA plc and the form of acceptance relating to the
Offer will not be, and should not be, mailed or otherwise forwarded or
distributed or sent in or into the United States, Canada, Australia or Japan.
This announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any shares in AA plc, nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection with, any
contract therefor.
Under Section 3(a)(10) of the Securities Act, an exemption from the
registration requirements of the Securities Act is available in respect of AA
plc shares to be exchanged under the Scheme.
END
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