IMP
IMPO
IMP - Implats - Result of Court Meeting and Extraordinary General Meeting
Impala Platinum Holdings Limited
("Implats")
(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
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 February 2007, shareholders
are advised herewith of the announcement made by African Platinum plc
("Afplats") in respect of the implementation of the Implats recommended cash
offer by way of a Scheme of Arrangement, and the posting of the Afplats Scheme
of Arrangement document.
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
16 April 2007
AFRICAN PLATINUM PLC
16 April 2007
Recommended Cash Acquisition of African Platinum plc (the "Company")
By Impala Platinum Holdings Limited
Result of Court Meeting and Extraordinary General Meeting
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.
Following the Court Meeting and Extraordinary General Meeting held earlier today
in connection with the Scheme, the Company is pleased to announce that:
- at the Court Meeting the Scheme was approved by a majority in number of the
Scheme Shareholders present and voting (in person or by proxy) representing more
than three-fourths in value of the Scheme Shares present and voting (in person
or by proxy). Of those votes cast, 137,141,900 voted to approve the Scheme, with
10,500 against; and
- at an Extraordinary General Meeting of Afplats Shareholders, which followed
immediately after the conclusion of the Court Meeting, Afplats Shareholders
approved the special resolution necessary to implement the Scheme. Of those
votes cast, 162,081,449 voted in favour of the resolution and 20,500 voted
against.
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
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 resolutions passed at each of the Court Meeting and the
Extraordinary General Meeting shall be submitted to the Financial Services
Authority today and will be available for inspection at the Financial Services
Authority`s Document Viewing Facility from tomorrow, 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.
The Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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: 16/04/2007 15:19:00 Produced by the JSE SENS Department. |