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               takeover defense strategy - against VR’s strategic moves. We need to return to our constant growth
               policy!

               4th Priority: Political Risk Management Strategy

               The South  African  mining charter has now been  published.  This issue has embedded  ethical
               dilemmas and there  are some risks of  expropriation, or at least deprivation  of some of our
               shareholders of their ownership and rights. This is our 4th priority because South Africa contributes
               the highest to group earnings, at 25%, and seems to hold the ‘crown jewell’ (diamonds) that the VR

               takeover  risk is about;  but  our  strategic  direction  in  priority  2  can  inform  whether  and  how we
               respond in South Africa. We need to collaborate with other mining companies and challenge the charter
               in a South African court of law!

                 th
               5  Priority: Sustainability and Climate Change
               The recent coming into force of a new climate change legislation means we need to cut our CO2
               emissions by as much as 20% whilst providing more power to operate our mines. This issue is the
               last priority because we have 5 years during which to meet this target   We must delay upgrading the

               power stations for now!

               Some of the above issues are embedded with ethical dilemmas (see section B6). Any other issues
               were considered neither significant nor worthy of the Board’s attention!


               A3.     CONCLUSION

               Let’s re-iterate and summarise the key actions the Board must now take:

               1.      Reject the VR offer immediately and activate a takeover defense strategy. The synergies are
                       not worth the premium; it’s a share-for-share deal and bad for our reputation!
               2.      Suspend the restructuring programme. Our  s-score analysis confirms we  are likely to be
                       restored to investment grade, but proceed cautiously!

               3.      Collaborate with chamber of mines to challenge the mining charter in court. It violates key
                       constitutional principles, especially the right to property.
               4.      Let’s return to dividend growth policy. It could boost our long-term value by as much as 34%

                       and lower the corporate takeover risk from VR.
               5.      Delay upgrade of  our  power  stations. It requires  US$6billion  and our balance sheet still
                       needs to be fully repaired before we can raise further debt or equity!
               6.      Conduct  a full  investigation into our black empowerment policies  and  practices  and take
                       steps to repair our image with the South African government!


               We trust you will find this report helpful.


                                                       Developed by The CharterQuest Institute for 'The CFO Business Case Study Competition 2017'
                                                                          www.charterquest.co.za | Email: thecfo@charterquest.co.za
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