IMP
IMPO
IMP - Impala Platinum Holdings Limited - Scheme of Arrangement Update
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 April 2007, shareholders
are herewith advised of the announcement made by African Platinum plc
("Afplats") in respect of a revised timetable of the Implats recommended
cash offer by way of a 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
25 April 2007
AFRICAN PLATINUM PLC
For immediate release
25 April 2007
Recommended Cash Acquisition
of
African Platinum plc (the "Company")
by
Impala Platinum Holdings Limited
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.
On 16 April 2007, the Scheme was approved at the Court Meeting 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). Further, at an Extraordinary
General Meeting held immediately after the conclusion of the Court Meeting,
Afplats Shareholders approved the special resolution necessary to implement
the Scheme.
The Company is pleased to announce that, having obtained the agreement of
the Court, the timetable of the Scheme has been revised and that a letter in
relation to the revised timetable is being posted today to Afplats
Shareholders and participants in the Afplats Share Option Scheme and the
holders of Warrants.
The revised timing of events is as follows:
10 May 2007 - Court Hearing
14 May 2007 - Effective Date of the Scheme
14 May 2007 - De-listing of Afplats Shares
28 May 2007 - Latest date for despatch of cheques or for settlement through
CREST
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 and subsequent letter to shareholder 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.
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: 25/04/2007 15:22:01 Produced by the JSE SENS Department. |