IMP - Implats - Result of Court Meeting and Extrao16 Apr 2007
IMP - Implats - Result of Court Meeting and Extraordinary General Meeting       
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 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:                                                                   
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      
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    
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 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.                                                                 
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.                                   
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 
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.
Date: 16/04/2007 15:19:00 Produced by the JSE SENS Department.