IMP - Implats - African Platinum Plc - Scheme of A30 Mar 2007
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                                                                
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
Enquiries to:                                                                   
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   
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    
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             
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.                                                                 
African Platinum plc                                                            
Roy Pitchford                            Tel. +44 207 389 0500                  
Russell Lamming                          Tel. +27 11 467 1858                   
JPMorgan Cazenove Limited (sole financial adviser and corporate broker to the   
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 
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 
- end -                                                                         
Date: 30/03/2007 08:30:50 Produced by the JSE SENS Department.