IMP - Implats - Disposal By Implats Of Its Holdings In Aquarius Platinum Limited
("AQP") And Aquarius Platinum (South Africa) (Pty) Limited ("AQPSA")
Impala Platinum Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1957/001979/06)
JSE Share Code: IMP
LSE Share Code: IPLA
ADR Code: IMPUY
DISPOSAL BY IMPLATS OF ITS HOLDINGS IN AQUARIUS PLATINUM LIMITED ("AQP") AND
AQUARIUS PLATINUM (SOUTH AFRICA) (PTY) LIMITED ("AQPSA")
Shareholders are advised that Implats has entered into agreements with AQP and
AQPSA in terms of which these companies will purchase Implats` entire interest
in AQP and AQPSA respectively, through share buybacks. The combined cash
consideration for both transactions amounts to approximately US$744 million
(excluding Secondary Tax on Companies ("STC") credits). The salient terms of the
transaction are outlined below.
2. Salient Terms of the Transactions
2.1. AQP Buyback
AQP will purchase Implats` holding of 21.4 million shares (approximately 8.4% of
AQP`s issued share capital) in AQP at a price of 6.71 pounds per share for a
total consideration of 143.8 million pounds (US$ 285 million). The price was
determined by taking a 10% discount to the 30-day volume weighted average price
of 7.46 pounds on the close of business on 19 March 2008, the day the parties
agreed the terms of the transaction.
2.2 AQPSA Buyback
AQPSA, a 54% held subsidiary of AQP, will purchase Implats` 20% holding in AQPSA
for a total cash consideration of US$459 million (excluding STC credits).
Implats` board representatives on AQPSA`s board, namely Les Paton and Francois
Naude, will resign from the AQPSA board on completion of the transaction.
2.3 Conditions Precedent
The buyback of Implats` 8.4% holding in AQP and its 20% holding in AQPSA are
inter-conditional. The transactions are subject to the fulfilment of the
2.3.1 AQP and AQPSA obtaining the necessary funding for the share buyback.
2.3.2 AQP, AQPSA and Implats obtaining the necessary South African regulatory
approvals for the implementation of the transactions.
After conducting a portfolio review, Implats entered into discussions with AQP
as its minority shareholdings in AQP and AQPSA were determined to be non core to
Implats` operations and it was deemed an opportune time to realise value from
its holdings in the AQP group. Implats has made an exceptional return on its
investments in the AQP group and believes its decision to exit is not only
mutually beneficial but also leaves AQP as a strong, independent platinum
player. The board of Implats believes the terms of the transactions are
attractive and in the best interests of shareholders.
The parties will, however, continue to enjoy a relationship through the offtake
agreements with Marikana and Everest.
Implats is evaluating a number of options regarding the effective use of the
proceeds and shareholders will be updated in due course.
4. Completion Date
The transaction is expected to be completed by the 25 April 2008 provided the
conditions precedent have been met.
15 April 2008
Financial Advisor to Implats
Morgan Stanley South Africa (Pty) Limited
Legal Advisor to Implats
Bell Dewar Hall
Sponsor to Implats
Deutsche Securities (SA) (Pty) Limited
Corporate Tax Advisor to Implats
The financial advisor to Implats in regard to the transaction is Morgan Stanley
South Africa (Pty) Limited ("Morgan Stanley"). Morgan Stanley is acting
exclusively for Implats and no-one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Implats
for providing the protections afforded to clients of Morgan Stanley nor for
providing advice in relation to the transaction or any other matter described in
Date: 16/04/2008 07:00:03 Produced by the JSE SENS Department.
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