DE BEERS EQUAL ALLOCATION TRUST (EAT)

Transcription

1 DE BEERS EQUAL ALLOCATION TRUST (EAT) Cornerstone Building Cnr Crownwood & Diamond Drive Theta Extension 4 Johannesburg 2013 Tel No July 2015 Dear EAT Participant UPDATE ON EAT UNITS What this letter is about Action required by you This letter gives an update on the value of your units in the Equal Allocation Trust (EAT). It also highlights the challenges around selling your units and what the EAT Trustees are doing about this. The information is summarised on this page, while you can find more detail about the key points on the pages that follow. The intention of this letter is to (i) share all relevant information with you, and (ii) inform you that if you wish the Trustees to use their reasonable endeavours to repurchase your units, you are required to complete the attached Offer Notice and return it to the EAT by no later than 31 August Please note that the Trustees may not be able to repurchase or procure the repurchase of your units (as described below in further detail). If you still have questions, please feel free to contact the helpdesk on , or you can send a question by to debeers.eat@debeersgroup.com. You can also visit the website Please do NOT contact DBCM or the De Beers Pension Fund as they will not be able to help you with queries about the EAT scheme. IN SUMMARY Positive growth in the value of your units The value of your units in the EAT has shown positive growth since 2010, increasing from R0 in 2010 to R6 244 in The latest audited fair value per EAT unit as at 14 April 2015 has been confirmed at R and will apply to each EAT unit until the next annual valuation certificate is issued by the independent auditors in There can never be any certainty around the continued growth in value of these units (there are simply too many external factors that can drive the price up or down). However, there is an expectation that the value of the units may increase over the long term. Ongoing challenges around selling your units Although EAT participants have, since 1 May 2014, been entitled to offer their units to the EAT for repurchase, the EAT has not been in a position to buy back the units. In accordance with the provisions of the EAT Trust Deed, the Trustees are investigating the option of procuring the sale of the Ponahalo shares linked to the EAT units to raise the funds required to 1

2 repurchase these units. However, the concern is that the EAT may potentially not be able to find a suitable purchaser or raise sufficient funds to do so. In the very unlikely circumstances of the Trustees finding a purchaser, there is also a strong possibility that the price offered for the linked Ponahalo shares may be significantly less than the fair value of the EAT units. Participants will receive more information as the Trustees continue to investigate this option. MORE INFORMATION ABOUT... the value of your EAT units How are your units valued? In 2006, as a participant, you were allocated six EAT units free of charge. One unit is equal to one Ponahalo Holdings share (Ponahalo share). Neither the EAT unit nor the Ponahalo share can be traded on the stock exchange. Instead, the fair value of the unit and the linked Ponahalo share is determined each year through a process audited by Deloitte, an internationally recognised auditor. This fair value is derived from a forward-looking valuation. It is based on the projected future cash flows of De Beers Consolidated Mines (DBCM) and now De Beers Sightholder Sales South Africa Proprietary Limited (DBSSSA), as well as DBCM s, DBSSSA s and Ponahalo s actual debt levels. The valuation applies the best estimate of future mine plans, production, diamond prices, exchange rates, inflation, operating costs and sales volumes. However, as for any forecast, there is an element of uncertainty. The forecast also does not take into account other unknown and unpredictable factors that may impact future value, such as swings in global financial markets and the demand for diamonds. Depending on the expectations of the diamond market and our plans for a sustainable DBCM in the future, this fair value can fluctuate. The Trustees wish to emphasise that they have no discretion when it comes to the evaluation of the Ponahalo shares and your Trust Interest. The fair value of these units is determined once a year, and is valid from the date of issue of the Valuation Certificate until the next audited Valuation Certificate is issued. What is the current fair value of your units? Since 2010 the fair value of the units has increased year on year due to amongst other things improved market forecasts, a weaker Rand/US dollar exchange rate, the construction of the Venetia Underground Project and the acquisition of DBSSSA on very favourable terms. The audited fair value per EAT unit was confirmed at R on 14 April 2015 and is applicable to all transactions in respect of the EAT units until the next annual Valuation Certificate has been issued by our auditors next year. The graph below shows how the value of your EAT units has changed over the years. FAIR VALUE / EAT UNIT FAIR VALUE / EAT UNIT R R R R R Fair Value/EAT unit 2

3 The significant increase in the fair value of the EAT units over the last year can be attributed to: The value of the units being positively influenced each year that DBCM gets closer to realising the cash flows from the Venetia Underground Project; A significant weakening in the Rand/US dollar exchange rate; Key DBCM projects such as the Mix 03 stockpile being included in the valuation; The purchase of DBSSSA on hugely favourable terms by DBCM, which will enhance future revenue generation; and The entire Ponahalo debt and capital structure being refinanced on more favourable terms. What is the future value expected to be? DBCM and Ponahalo have implemented various measures to secure the sustainability of the empowerment transaction, but it is still impossible to offer any certainty on the value of your units at the next valuation, or indeed any future valuations. While there is an expectation that the value of your units may increase over the long term nobody can really know for certain how this will turn out. The market is always changing. the challenge of selling your units What is the possibility of selling your units at present? Although EAT participants have, since 1 May 2014, been entitled to offer their units to the EAT for repurchase, and although the Trustees are obliged to use reasonable endeavours to raise sufficient funds to repurchase the units as per the process detailed in the Trust Deeds if so requested by participants, the reality is that there are simply not enough funds within the structure to buy back any of the EAT units held by participants. Why does the EAT not have enough funds to repurchase your units? Owning shares or in this case units - is a mixture of risk and opportunity. You cannot have the one without the other. Share value is dependent on the performance of the company, which is impacted by the environment in which it operates. In 2006, when the deal to empower DBCM was structured, the forward-looking valuations anticipated that Ponahalo would receive dividends from DBCM that would enable Ponahalo to repay a fair portion of the debt associated with the empowerment transaction by 2014, at which point EAT participants were meant to enjoy some benefits from the empowerment transaction in the form of dividends or the sale of units. However, no-one could foresee the dreadful 2008/9 world-wide financial crisis, which had a major impact on DBCM and its shareholders, including Ponahalo. These events called for drastic action on the part of DBCM to ensure the sustainability of the business and its empowerment transaction. The impact of the financial crisis on DBCM was severe and, as a 26% shareholder, Ponahalo did not receive all the dividends originally anticipated. This meant that Ponahalo was not able to fully repay the transaction debt by 2014, and had to refinance the outstanding debt (with assistance from De Beers). The refinancing of Ponahalo s debt has resulted in the terms of the loan being extended. As previously communicated, the dividends paid by DBCM to Ponahalo will continue to be used to repay the debt. What is the process for selling the Ponahalo shares? Basically, the EAT needs to sell sufficient Ponahalo shares to raise the necessary funds to buy back EAT units from its participants. The process for selling units is prescribed in the Trust Deeds as follows: 3

4 1. EAT participants who wish to sell their units must give written notice to the Trustees. 2. All Ponahalo shares linked to the units that have been made available for sale must first be offered to the other shareholders, namely the Key Employee Trust One (KET 1), the Key Employee Trust Two (KET 2) and Ponahalo Capital. 3. If none of these entities take up the offer, the shares may be offered to DBsa. 4. If DBsa declines the offer, the Trustees may at their discretion appoint financial advisers to assist in exploring potential third-party purchasers for the Ponahalo shares linked to the units. Should participants indicate in writing that they wish to sell their units, they will receive regular updates as the Trustees continue to use their reasonable endeavours to sell the Ponahalo shares linked to the EAT units, in accordance with the provisions of the EAT Trust Deed. What are the chances of eventually selling the Ponahalo shares? Considering the debt levels and structure associated with DBCM and Ponahalo, added to the fact that real financial returns will only be realised in the long term, the Trustees are not confident that they will be able to sell the linked Ponahalo shares to raise the funds needed to buy back the units from participants. The potential sale of the Ponahalo shares is furthermore significantly complicated by the regulatory uncertainty as to whether the company will retain its empowerment credentials if the Ponahalo shares were sold to a non-empowered third party. This uncertainty immediately reduces the Trustees ability to sell the Ponahalo shares to purchasers that are not black-empowered. Even if the Trustees were able to identify a potential purchaser for the Ponahalo shares outside of the De Beers and Ponahalo structures, such a process would not necessarily result in the potential purchaser being willing to purchase these shares at fair value. It is in fact possible that a potential purchaser may only be willing to purchase the Ponahalo shares at a lower value than the current fair value. Participants who would like the Trustees to use their reasonable endeavours to sell their Ponahalo-linked shares are requested to: Read the attached Offer Notice. Acknowledge the content by completing and signing the Offer Notice. Returning the Offer Notice to the Trustees by fax, post or , by no later than 31 August Once the Trustees have confirmation of the number of units that are put up for sale, they will use their reasonable endeavours to explore the feasibility of a sales process, explained earlier in this letter. The Trustees do however want to caution all participants that in the current uncertain economic and regulatory climate, there is a strong possibility that the units may not be repurchased. If the units are not repurchased, participants are obliged to hold on to their units. It is also important that participants do not incur any financial liability in the expectation of the potential repurchase of their units. The concern remains that the Trustees may not find a purchaser, and if against all odds they do find an interested party, the Trustees may potentially have to bring an offer to participants that is significantly lower than the fair value of the EAT units. 4

5 IN CONCLUSION Although the long-term value of the units may increase, we understand that many of our participants may have wanted to realise the value of their units at an earlier stage. It is really unfortunate that circumstances - unforeseen at the time of setting up the EAT - have made the selling of units and the realisation of value so challenging. (It is probably small consolation, but this situation is not unique to the EAT. With the exception of one or two South African mining companies, many similar transactions have not delivered the expected value, also as a consequence of unforeseen circumstances.) We undertake to continue communicating with you about the value of your EAT units and any future possibility of selling these in a way that is reasonable. Towards this end, the Trustees will be scheduling further information-sharing sessions within the areas in which DBCM operates or have operated. The dates and venues for these sessions will be confirmed through SMS and posted on the EAT website shortly. Yours sincerely ND Zikalala Chairperson Equal Allocation Trust 5

6 PRO-FORMA OFFER NOTICE IN TERMS OF CLAUSE 20.2 OF THE TRUST DEED FOR THE DE BEERS EQUAL ALLOCATION TRUST To: The De Beers Equal Allocation Trust Post: EAT, Private Bag x01, Southdale, 2135 / Fax: / debeers.eat@debeersgroup.com Dear Sir/ Madam OFFER NOTICE 1. In terms of clause 20.2 of the Trust Deed for The De Beers Equal Allocation Trust ( the Trust Deed ) and subject to the terms and conditions set out in this notice ( Offer Notice ), Full name: Identity number: hereby notify the Board of Trustees of The De Beers Equal Allocation Trust ( the Trust ) of my offer ( the Offer ) for sale to the Trust of (number of units) of my Trust Interests ( Offer Trust Interest ) at R per Trust Interest ( Offer Price ), being the fair value thereof and that of each linked ordinary share in Ponahalo Holdings (Pty) Ltd ( Ponahalo Share ) as from 14 April 2015 ( Valuation Date ). 2. I acknowledge and accept that: 2.1 the delivery of this Offer Notice shall not amount to an acceptance by the Trust of the Offer and may not result in the acquisition by the Trust of the Offer Trust Interests; 2.2 the acceptance of the Offer by the Trust shall at all times be subject to the Trustees, having used their reasonable endeavours, successfully selling sufficient linked Ponahalo Shares as may be necessary to fund the purchase of the Offer Trust Interest; 2.3 in the event that the Trustees are not able to purchase the Offer Trust Interest as per paragraph 2.2 above, and in accordance with the provisions of clause 20.2 of the EAT Trust Deed, I shall be obliged to retain the Offer Trust Interests; 2.4 in their attempt to purchase the Offer Trust Interest the Trustees may have to consider a purchase price in respect of the linked Ponahalo Shares that is less than the fair value of the Trust Interests. In the event that the Trustees receive an offer of less than R per linked Ponahalo Share, the Trustees will advise me of such offer and will seek my approval before concluding a sale in respect of the Offer Trust Interest; and 2.5 in the event that the Trustees are able to raise sufficient funds to purchase the Offer Trust Interest, the amount payable to me by the Trust shall be the Offer Price (or such other price as may be agreed to by me in terms of paragraph 2.4) less all costs and taxes that may be incurred by the Trust in procuring the sale of the linked Ponahalo Shares (including any capital gains tax that may be payable by the Trust, Ponahalo Holdings (RF) (Pty) Ltd, Ponahalo Investments (RF) (Pty) Ltd, DBCM Holdings (Pty) Ltd or De Beers Consolidated Mines (Pty) Ltd). I further understand that I will be liable for any taxes (including any capital gains tax) that may be payable by me as a result of selling the Offer Trust Interest to the Trust. The Trustees will accept this form returned to the EAT by fax, post or by no later than 31 August Yours sincerely Name: EAT Participant Signature Date