IMP
IMPO
IMP - Implats - African Platinum Plc - Scheme of Arrangement update
Impala Platinum Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1957/001979/06)
ISIN: ZAE000083648
JSE Share Code: IMP
LSE Share Code: IPLA
ADR Code: IMPUY
("Implats")
Not for release, publication or distribution, in whole or in part, in or into
Canada, Australia or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
Further to the announcement published on SENS on 16 March 2007, shareholders are
advised herewith of an update with respect to the African Platinum plc Scheme of
Arrangement.
Enquiries to:
Implats
David Brown Tel. +27 11 731 9042
Brenda Berlin Tel. +27 11 731 9023
Morgan Stanley & Co Limited (joint financial adviser to Implats)
Beth Mandel (SA) Tel. +27 11 507 0800
Peter Bacchus (UK) Tel. +44 207 425 8000
Laurence Hopkins (UK) Tel. +44 207 425 8000
Sansara Financial Services (Pty) Limited (joint financial adviser to Implats)
Sean Chilvers Tel. +27 11 718 2307
African Platinum plc - Scheme of Arrangement
African Platinum plc
30 March 2007
AFRICAN PLATINUM PLC
For immediate release
30 March 2007
African Platinum plc (the "Company")
Scheme of Arrangement update
On 16 February 2007, Impala Platinum Holdings Limited ("Implats") announced
that, pursuant to Rule 2.5 of the City Code on Takeovers and Mergers (the
"Code"), it had agreed to the terms of a recommended cash offer (the "Offer")
for the entire issued and to be issued share capital of the Company (the "Rule
2.5 Announcement"). Implats and the Company agreed, with the consent of the
Panel on Takeovers and Mergers, that the Offer would be implemented by way of a
scheme of arrangement under section 425 of the Companies Act 1985 (the
"Scheme"). On 16 March 2007, a scheme document in relation to the Scheme (the
"Scheme Document") was posted to the Scheme Shareholders.
In connection with the Scheme, the Company is pleased to announce that the
following conditions to the Scheme have been satisfied or waived: (i) the
Competition Tribunal of the Republic of South Africa granting unconditional
approval of the Proposals; and (ii) the Office of Fair Trading having indicated
in terms satisfactory to Implats that it does not intend in the exercise of its
powers under the Enterprise Act 2002 to refer the Scheme, or any aspect of it,
to the Competition Commission.
Further, following registration of the relevant prospecting right in the name of
Afplats (Pty) Limited and discussions between Implats and the Department of
Minerals and Energy of the Republic of South Africa ("DME"), Implats is
confident that the required mining right will be granted. Consequently, Implats
has confirmed that it has waived the condition that the DME grant to any member
of the Wider Afplats Group a mining right in terms of section 23 of the Mineral
and Petroleum Resources Development Act No. 28 of 2002 and materially in
accordance with the terms of the relevant application for such mining right.
The Scheme remains subject to other conditions set out in the Scheme Document
including the approval of the Shareholders of the Company at a Court Meeting and
Extraordinary General Meeting of the Company convened for 10:00 a.m. and 10:10
a.m. (or as soon thereafter as the Court Meeting shall have been concluded or
adjourned) respectively on 16 April 2007. Both meetings will be held at the
offices of Simmons & Simmons at CityPoint, One Ropemaker Street, London, EC2Y
9SS.
The timing of events as set out in the Scheme Document is as follows:
16 April 2007 - Court Meeting and EGM
05 June 2007 - Court Hearing Date
07 June 2007 - Effective Date of the Scheme
07 June 2007 - De-listing of Afplats Shares
21 June 2007 - Latest date for despatch of cheques or for settlement through
CREST
The Company intends to apply to the Court for an order that the Court Hearing
can (subject to the agreement of the Court) be held at a date earlier than
indicated above. If the expected date of the Court Hearing is changed, the
Company will give two weeks written notice of the change to Scheme Shareholders.
All Scheme Shareholders have the right to attend the Court Hearing to sanction
the Scheme.
Terms defined in the Scheme Document have the same meanings in this
announcement.
Copies of the Scheme Document are available for inspection during normal
business hours on any business day at the offices of Simmons & Simmons at
CityPoint, One Ropemaker Street, London, EC2Y 9SS up to and including (i) the
Effective Date or (ii) the date that the Scheme lapses or is withdrawn,
whichever of (i) and (ii) is the earlier. Copies of the Scheme Document are also
available for inspection at the Financial Services Authority`s Document Viewing
Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS.
Enquiries:
African Platinum plc
Roy Pitchford Tel. +44 207 389 0500
Russell Lamming Tel. +27 11 467 1858
Website: www.afplats.com
JPMorgan Cazenove Limited (sole financial adviser and corporate broker to the
Company)
Ian Hannam Tel. +44 207 588 2828
Patrick Magee Tel. +44 207 588 2828
Adam Brett Tel. +44 207 588 2828
JPMorgan Cazenove Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting as financial adviser and
broker to the Company in relation to the Proposals and no one else in connection
with the Proposals and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of JPMorgan Cazenove Limited
nor for providing advice in relation to the Proposals or any other matter or
arrangement referred to in this announcement.
This announcement is not intended to and does not constitute an offer or
invitation to purchase any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise. Only the
Scheme Document contains the full terms and conditions of the Proposals,
including details of how to vote in favour of the Scheme. Any acceptance or
other responses to the Scheme should be made only on the basis of the
information in the Scheme Document. The Company and Implats urge the Scheme
Shareholders, participants in the Afplats Share Option Scheme and the holders of
Warrants to read the Scheme Document because it contains important information
relating to the Proposals.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the law of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and the Code and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The availability of the Scheme Document to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about and observe any applicable requirements of those
jurisdictions.
Notice to shareholders of the Company in the United States: the Proposals relate
to the shares of a company incorporated in England and Wales and are proposed to
be implemented by means of a scheme of arrangement provided for under English
company law. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the United States Securities Act of
1933, as amended. Accordingly, the Proposals are subject to the disclosure
requirements and practices applicable in England and Wales to schemes of
arrangement which differ from the disclosure requirements of the tender offer
rules under the United States Securities Act of 1933, as amended. Financial
information included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the United Kingdom that may
not be comparable to the financial statements of companies in the United States
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Date: 30/03/2007 08:30:50 Produced by the JSE SENS Department. |