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| Directors' Report |
| SHARE CAPITAL |
| The authorised and issued share capital of the Company as at 31 December were as follows: |
|
| Ordinary |
|
| Authorised |
|
| 2006 |
|
| 410,490,747 ordinary shares of 10 cents each |
R41,049,074.70 |
| 2007 |
|
| 413,160,699 ordinary shares of 10 cents each |
R41,316,069,90 |
| Issued |
|
| 2006 |
|
| 229,644,822 ordinary shares of 10 cents each |
R22,964,482.20 |
| 2007 |
|
| 236,353,323 ordinary shares of 10 cents each |
R23,635,332.30 |
| Ordinary shares issued during the year: |
|
434,197 shares were allotted and issued in terms of the Share Option Scheme, 2,669,952 shares were converted from 7,675,824 preference shares and 3,604,352 shares were issued in terms of the dividend reinvestment programme (March 2007).
Accordingly, a total of 6,708,501 shares were allotted, bringing the total issued ordinary share capital at 31 December 2007 to 236,353,323 ordinary shares. |
|
| Authorised and issued |
|
| Preference |
|
| 2006 |
|
| 9,741,545 preference shares of 1 cent each |
R97,415.50 |
| 2007 |
|
| 2,065,721 preference shares of 1 cent each |
R20,657.21 |
|
| |
| Since the year end, a further 528,712 preference shares have been converted to 186,006 ordinary shares. |
| |
| GENERAL AUTHORITY TO PERMIT THE COMPANY AND/OR ITS SUBISIDIARIES TO
ACQUIRE SHARES IN THE COMPANY |
In terms of sections 85 and 89 of the Companies Act, a general authority granted by shareholders, under a special
resolution, to acquire shares issued by a company and/or its subsidiaries, is only valid until the next annual
general meeting of a company, whereafter it must be renewed. The Board proposes that, at the forthcoming
annual general meeting to be held on Monday, 31 March 2008, shareholders approve a special resolution whereby a
general authority is granted permitting the Company and/or any of its subsidiaries to acquire shares in the Company.
The JSE Listings Requirements require that a repurchase of securities be implemented on the main board of the JSE
(previously repurchases were required to be made in the open market) and permit a company to use derivative
transactions to repurchase securities. The special resolution contains provision for the Company to conclude
derivative transactions which may result in the acquisition of its shares.
As required by the JSE Listings Requirements, the Notice to Members convening the annual general meeting contains
the required statements by the Board of its intentions regarding: |
| • |
the utilisation of the desired general authority; and |
| • |
the effect of a repurchase of shares up to a maximum of 10% of the Company's issued ordinary share capital upon
the Group's solvency and the adequacy of the working capital and ordinary capital and reserves during the
12 months after the date of the notice convening the annual general meeting. The maximum general repurchase
permitted by the JSE Listings Requirements is 20% of the Company's issued share capital in any one financial year. |
|
| |
Assuming that the general authority to repurchase shares is approved at the annual general meeting, the Board
believes that it might be opportune from time to time for the Company and/or any of its subsidiaries to acquire up
to a maximum of 20% of the Company's issued ordinary share capital in the abovementioned 12-month period.
Accordingly, the proposed general authority provides the Board with flexibility to acquire shares should it deem such
acquisition to be in the best interests of the Company and the Group.
At the annual general meeting, which is to be held on Monday, 31 March 2008, members will be requested to
consider an ordinary resolution placing the authorised but unissued ordinary shares of the Company, other than those
ordinary shares needed to meet the requirements of the Share Option Scheme, under the control of the directors
until the 2008 annual general meeting. |
| |
| DEMATERIALISATION OF SHARES (STRATE) |
| Shareholders are again requested to note that, as a result of clearing and settlement of trades through the STRATE
system, the Company's share certificates are no longer good for delivery for trading. Dematerialisation of the
Company's share certificates is now a prerequisite when dealing in its shares. |
| |
| PROPERTY |
| The register of land and buildings is available for inspection at the registered office of the Company during normal
business hours. |
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| AUDITORS |
Deloitte & Touche continued in office as auditors for the Company and its subsidiaries.
At the annual general meeting, shareholders will be requested to reappoint Deloitte & Touche as auditors of Anglo
Platinum Limited and to confirm that Graeme Berry will be the designated auditor. |
| |
| ADMINISTRATION |
Jenny Meyer is Group company secretary of Anglo Platinum Limited. Anglo Platinum Management Services
(Proprietary) Limited acts as the administrative, financial and technical adviser to the Company.
Anglo American Services (UK) Limited continues in office as London Secretaries to the Company.
Computershare Investor Services 2004 (Proprietary) Limited and Capita Registrars Limited are respectively South
African and United Kingdom registrars of the Company. |
| |
| SUBSIDIARY COMPANIES |
Refer to details of major subsidiary companies in which the Company has a direct or indirect interest.
The aggregate after-tax earnings attributable to the Company from its subsidiaries were R12.7 billion (2006:
R11.9 billion). |
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| HOLDING COMPANY AND ULTIMATE HOLDING COMPANY |
| The Company's holding company is Anglo South Africa Capital (Proprietary) Limited. The ultimate holding company
is Anglo American plc, which is incorporated in the United Kingdom. |
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| SUBSEQUENT EVENTS |
| For details of subsequent events, refer to note 47 of the financial statements. |
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| CAPITAL EXPENDITURE |
During the year the Board approved capital expenditure projects of R10.7 billion.
During the year the Company incurred R10.7 billion of capital expenditure. |
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