IMP MVL NHM
IMPO MVL NHM
MVL/NHM/IMP - Mvela Resources/Northam/Implats - Cautionary Announcement
Mvelaphanda Resources Limited
(Reg No 1980/001395/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : MVL
ISIN Code : ZAE000050266
("Mvela Resources")
Northam Platinum Limited
(Reg No 1977/003282/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : NHM
ISIN Code : ZAE000030912
("Northam")
Impala Platinum Holdings Limited
(Reg No 1957/001979/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : IMP
ISIN Code : ZAE000083648
("Implats")
CAUTIONARY ANNOUNCEMENT REGARDING THE FOLLOWING PROPOSED INTER-CONDITIONAL
TRANSACTIONS:
THE UNBUNDLING BY MVELA RESOURCES OF ITS ENTIRE SHAREHOLDING IN NORTHAM TO ITS
SHAREHOLDERS;
THE ACQUISITION BY IMPLATS OF THE ENTIRE ISSUED SHARE CAPITAL OF NORTHAM; AND
THE ACQUISITION BY IMPLATS OF THE ENTIRE ISSUED SHARE CAPITAL OF MVELA
RESOURCES, POST THE UNBUNDLING OF NORTHAM
Shareholders are referred to the joint announcement by Mvela Resources, Northam
and Implats ("the Parties") dated 2 October 2008 and the subsequent
announcements by Mvela Resources and Northam dated 20 October 2008 and 27
October 2008, regarding the proposed acquisition by Implats of the entire issued
share capital of Mvela Resources and Northam through a series of inter-
conditional transactions ("the Proposed Transaction").
Shareholders are advised that due to the current global financial crisis and
economic downturn, the decline in platinum group metal ("PGM") prices, and the
increased volatility within the capital markets, it has become increasingly
difficult for the Parties to determine an exchange ratio that would be
satisfactory to the shareholders of Implats, Mvela Resources and Northam at this
time.
Although platinum and other PGMs are trading at 3 year lows, the long-term
outlook for the platinum sector remains positive. The Parties continue to
believe in the strategic rationale and benefits of the Proposed Transaction
which would uniquely position the combined Implats, Mvela Resources and Northam
group as a leading South African-listed company with meaningful empowerment
credentials and a diverse portfolio of platinum assets. Implats remains
interested in pursuing a transaction with Mvela Resources and Northam. However,
Implats is not able to proceed with the Proposed Transaction on the basis of an
exchange ratio of 35 Implats shares for every 100 Northam shares in the current
market environment.
Implats` due diligence investigation of Mvela Resources and Northam has been
satisfactorily concluded. The Parties believe in the merits of the Proposed
Transaction and are continuing discussions.
Shareholders of Mvela Resources, Northam and Implats are advised to exercise
caution in their share dealings until a further announcement is made.
Johannesburg
19 November 2008
Financial advisor to Implats
Morgan Stanley South Africa (Pty) Ltd
Legal advisor to Implats
Bell Dewar Inc.
Financial advisors to Mvela Resources
JPMorgan Chase Bank N.A. (Johannesburg branch) and N M Rothschild & Sons South
Africa (Pty) Ltd
Legal advisor to Mvela Resources
Bowman Gilfillan
Independent expert advisor to Northam and Mvela Resources
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Legal advisor to Northam
Brink Cohen Le Roux Inc.
Sponsor to Implats
Deutsche Securities (SA) (Pty) Ltd
Sponsor to Mvela Resources
JPMorgan Equities Ltd
Sponsor to Northam
Barnard Jacobs Mellet Corporate Finance (Pty) Ltd
Date: 19/11/2008 17:15:01 Produced by the JSE SENS Department.
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