MVL / NHM / IMP - Mvela Resources / Northam / Impl2 Oct 2008
IMPO  MVL   NHM                                                                 
MVL / NHM / IMP - Mvela Resources / Northam / Implats - Further Announcement    
              Regarding The Following Proposed Inter-Conditional Transactions   
Mvelaphanda Resources Northam Platinum Limited       Impala Platinum            
Limited                                              Holdings Limited           
(Reg No               (Reg No 1977/003282/06)        (Reg No                    
1980/001395/06)       (Incorporated in the           1957/001979/06)            
(Incorporated in the  Republic of South Africa)      (Incorporated in the       
Republic of South     JSE Share Code : NHM           Republic of South          
Africa)               ISIN  Code : ZAE000030912      Africa)                    
JSE Share Code : MVL  ("Northam")                    JSE Share Code : IMP       
ISIN  Code :                                         ISIN  Code :               
ZAE000050266                                         ZAE000083648               
("Mvela Resources")                                  ("Implats"or "the          

1)  THE UNBUNDLING BY MVELA RESOURCES OF ITS ENTIRE                             
SHAREHOLDING IN NORTHAM TO ITS SHAREHOLDERS;                                 
   CAPITAL OF NORTHAM; AND                                                      
1. Introduction                                                                 
Shareholders of Mvela Resources, Northam and Implats are referred to the        
cautionary announcement published by Implats and the joint cautionary           
announcement published by Northam and Mvela Resources on 12 September 2008 and  
are advised that Implats has submitted letters of interest to the boards of     
directors of Mvela Resources (the "Mvela Resources Board") and Northam (the     
"Northam Board") proposing to acquire, through a series of inter-conditional    
transactions, the entire issued share capital of Mvela Resources and Northam    
(collectively "the Proposed Transaction").                                      
Shareholders should note that the letters of interest do not constitute a notice
of a firm intention to make offers as contemplated in terms of the Securities   
Regulation Code on Takeovers and Mergers and the Rules of the Securities        
Regulation Panel (the "SRP Code"). The making of such an offer and the detailed 
terms thereof will be dependent, inter alia, upon the fulfilment of the pre-    
conditions set out in paragraph 10 below.                                       
Mvela Resources also received expressions of interest from other parties but    
none were as favourable as Implats` proposal. Accordingly, Mvela Resources`     
largest shareholders have provided undertakings to vote in favour of the        
Proposed Transaction. In terms of Rule 6.3 of the SRP Code, these expressions of
interest also affect Northam.                                                   
The consideration for the Proposed Transaction will be settled by a combination 
of Implats shares and cash as described in paragraph 3 below. Over the last few 
weeks, global equity markets and commodity prices have experienced significant  
volatility and price declines. As a result, the value of the consideration has  
been similarly volatile.  Based on the closing share prices on the JSE Limited  
(the "JSE") on 1 October 2008, the Proposed Transaction will result in          
attractive premiums of 28% for each Northam share and 26% for each Mvela        
Resources share.                                                                
The Independent Board Committees of Mvela Resources and Northam have considered 
the letters of interest. Subject to independent expert advice, they are         
supportive of the strategic rationale, and believe there is merit in progressing
with the Proposed Transaction.                                                  
2. The Proposed Transaction mechanism                                           
The Proposed Transaction will be implemented through a series of inter-         
conditional steps, the effect of which will be:                                 
- Mvela Resources will unbundle its approximate 62%                             
 shareholding in Northam to Mvela Resources` shareholders                       
 (the "Northam Unbundling");                                                    
- a scheme of arrangement in terms of section 311 of the                        
 Companies Act No. 61 of 1973, as amended, ("Scheme")                           
 will be proposed in terms of which Implats will acquire                        
 100% of the issued share capital of Northam (the                               
"Northam Scheme"); and                                                         
- a Scheme will be proposed in terms of which Implats will                      
 acquire 100% of the issued share capital of Mvela                              
 Resources (the "Mvela Resources Scheme").                                      
3. Proposed Transaction consideration                                           
Northam shareholders                                                            
Implats is proposing a consideration of 35 Implats shares for every 100 Northam 
shares (the "Northam Consideration").                                           
Based on 364.3 million fully diluted Northam shares in issue and an Implats     
share price of R165.75, being the closing share price on 1 October 2008, this   
represents a value of R21,136 million, or R58.01 per fully diluted Northam      
share, representing a premium of 28% to the Northam closing share price on the  
same day of R45.25.                                                             
Implats is proposing to settle 70% of the Purchase Consideration in new Implats 
shares and the 30% balance in cash. Therefore, upon completion, the Northam     
shareholders will receive 24.50 Implats shares for every 100 Northam shares held
and the cash equivalent of 10.50 Implats shares. The value of the 10.50 Implats 
shares will be determined by the 30-day Volume Weighted Average Price ("VWAP")  
of an Implats share on the day that all the conditions precedent are met and the
Proposed Transaction becomes unconditional (the "Completion Date").             
Mvela Resources shareholders                                                    
Upon completion of the Northam Unbundling, the Northam shares will have been    
distributed to Mvela Resources shareholders and Mvela Resources will retain its 
assets and liabilities, other than its interest in Northam (the "Mvela Resources
Other Net Assets").                                                             
Based on 235.381 million fully diluted Mvela Resources shares in issue and an   
Implats share price of R165.75, being the closing share price on 1 October 2008,
this represents a value of R89 million for Mvela Resources Other Net Assets. The
table below outlines the benefits to be received by a Mvela Resources           
shareholder from the Proposed Transaction, expressed as a number of Implats     
shares for every 100 Mvela Resources shares held and indicates the value of the 
proposal based on Implats` and Mvela Resources` closing share prices on 1       
October 2008:                                                                   
 Consideration      Share    Cash      Total          Indicative                
 derived from a     portion  portion(1 Consideration  value per                 
 holding of 100              )                        Mvela                     
Mvela Resources                                      Resources                 
 shares:                                              share                     
                    No of Implats Shares                                        
Northam shares     23.51    10.07     33.58(2)       55.66                     
 (pursuant to the                                                               
Mvela Resources    0.16     0.07      0.23(3)        0.38                      
 shares (i.e.,                                                                  
 Mvela Resources                                                                
 Other Net Assets)                                                              
(pursuant to the                                                               
 Mvela Scheme)                                                                  
 Total              23.67    10.14     33.81          56.04(4)                  
1) The value of the cash portion will be determined by the 30-day VWAP of an    
Implats share on the Completion Date. The indicative values in the above table  
are based on the closing price of an Implats share on 1 October 2008.           
2) The unbundling ratio of 95.95 Northam shares for every 100 Mvela Resources   
shares, multiplied by the Northam Consideration.  The unbundling ratio is based 
on 225.841 million Northam shares held by Mvela Resources and 235.381 million   
(fully diluted) Mvela Resources shares in issue.                                
3) The value of Mvela Resources Other Net Assets includes the assumption that   
the VWAP of Gold Fields Limited ("Gold Fields") shares will be R71.96 per share.
If, on the Completion Date, Gold Field`s VWAP is above or below R71.96, the     
value attributable to the 50 million Gold Fields shares held by Mvela Resources,
and therefore to Mvela Resources, will be subject to a pro rata adjustment.     
4) Based on the closing share price of Implats on 1 October 2008 of R165.75, the
indicative price per Mvela Resources share would be R56.04, a premium of 26% to 
the Mvela Resources closing share price on the same day of R44.39.              
4. Transaction rationale                                                        
The Proposed Transaction uniquely positions Implats as a leading South African- 
listed company with meaningful empowerment credentials and a portfolio of       
platinum assets the value of which can be maximised by the combined skills set  
and financial resources of the combined entity which will have, inter alia:     
- a strong balance sheet and cash flows to manage and                           
 develop a diverse portfolio of assets, and a significant                       
 project pipeline of new growth projects (shallow and                           
 deep level), with associated job creation and social                           
-economic development;                                                         
- meaningful Broad Based Black Economic Empowerment                             
 ("BBBEE") ownership;                                                           
- a majority of the directors being Historically                                
Disadvantaged South Africans ("HDSA");                                         
- significant HDSA influence over the day-to-day                                
 operations of the combined entity, including meaningful                        
 representation in management;                                                  
- a strong operational management team which is further                         
 enhanced through the integration of Northam`s deep level                       
 mining skills; and                                                             
- immediate access to additional current and future                             
production ounces in South Africa, and in particular                           
 shallow future production through the development of the                       
 Booysendal Farms and Booysendal Extension Farms                                
Implats believes that the Booysendal project has the potential to produce in    
excess of 480 000 ounces per annum of PGE`s, with production starting as early  
as 2012 and reaching full production by 2020. This production profile can be    
sustained for many years as there are significant resources available. Most of  
the resource value is contained in the normal facies in the north of the        
Booysendal project.                                                             
All PGE arisings from Northam`s facilities plus 50% of PGE arisings from        
Booysendal will continue to be allocated to Heraeus` independent PGE refinery in
Port Elizabeth in accordance with existing arrangements, supporting development 
of the Eastern Cape Industrialized Zone.                                        
5. Transformation imperative                                                    
Implats is fully committed to the transformation imperative, and is enthused    
about further enhancing the company`s empowerment credentials and transformation
in all respects.                                                                
The Proposed Transaction will:                                                  
- benefit over 700,000 beneficiaries, and will stand as an                      
example of true broad-based empowerment; and                                   
- ensure the sustainability of the BBBEE shareholding in                        
 Implats through market and operational diversification.                        
Implats believes that a substantial and meaningful increase in the BBBEE        
ownership credentials of the combined entity is essential. Therefore, subject to
the completion of the Proposed Transaction and the approval by the requisite    
majority of Implats` shareholders, Implats will offer 25.1 million new ordinary 
shares to the Royal Bafokeng Nation (the "Bafokeng"), who have an existing pre- 
emptive right (the "Implats Share Issue"). The Implats Share Issue will be on   
market related terms.  The Bafokeng have agreed, in principle, to participate in
the Implats Share Issue, subject to market conditions at the time.              
Separately, Mvelaphanda Holdings (Pty) Limited ("Mvela Holdings") and Afripalm  
Resources (Pty) Limited ("Afripalm") (collectively the "Mvela Resources BBBEE   
Shareholders") will engage with the Bafokeng to participate in the Implats Share
Issue pro rata to their equity ownership in the combined entity. After the      
Implats Share Issue, ownership of Implats by HDSA`s will be increased from 17%  
to over 20%.                                                                    
In addition, as part of the Proposed Transaction, Implats has agreed that Mvela 
Resources should nominate two HDSA directors (one from a slate of potential     
independent directors provided by the Implats Nominations Committee, and the    
other being Lazarus Zim, as deputy chairman) for appointment to the board of    
directors of Implats (the "Implats Board").  Consequently, a significant        
majority of Implats` directors will be HDSA`s, demonstrating Implats` commitment
to transformation.                                                              
The combined entity will utilise the empowerment credentials of Implats, Mvela  
Resources and Northam to optimise its positioning relating to other pillars of  
empowerment and in particular employment equity, preferential procurement,      
skills development, enterprise development and community and social investment. 
6. Share options in Northam and Mvela Resources                                 
Conditional upon the Proposed Transaction being implemented, holders of share   
options in Northam and Mvela Resources will be entitled to the acceleration of  
their option vesting dates so that they are able to participate in the Northam  
Scheme and Mvela Scheme on the same terms as ordinary shareholders of Northam   
and Mvela Resources respectively.                                               
7. Specific buyback by Mvela Resources of "A" ordinary shares                   
Mvela Resources will purchase from Afripalm the 35.0 million "A" ordinary shares
held by Afripalm in the capital of Mvela Resources at their par value of 2 cents
each, equating to a total consideration of R700 000. These are the only Mvela   
Resources "A" ordinary shares currently in issue.                               
8. Afripalm undertaking and subscription right                                  
It is proposed that Afripalm`s contractual undertaking to refer mining          
opportunities to Mvela Resources and its right to additional Mvela Resources    
shares pursuant to such referrals be cancelled against a compensating payment of
R50 million by Mvela Resources, subject to inter alia JSE rules and SRP         
9. Illustrative Financial Effects of the Proposed Transaction                   
The draft unaudited pro forma financial effects set out below are included for  
the purpose of illustrating the effect of the Proposed Transaction on Implats`` 
earnings ("EPS"), headline earnings ("HEPS"), net asset value ("NAV") and net   
tangible asset value ("NTAV") per ordinary share for the year ended 30 June     
2008.  These draft unaudited pro forma financial effects:                       
- are presented for illustrative purposes only and have not                     
been reviewed by auditors;                                                     
- may, because of their nature, not give a fair reflection                      
 of Implats` financial position, changes in equity, results                     
 of operations or cash flows after the Proposed                                 
Transaction; and                                                               
- do not necessarily represent or indicate sustainable                          
 earnings or future financial positions.                                        
Any material changes to the pro forma financial effects will be released on     
Mvela Resources and Northam expect to publish their financial effects on or     
around 30 October 2008. The directors of Mvela Resources and Northam are not    
responsible for the unaudited pro forma financial effects below.                
Before     After (2)  %                               
                          (1)                   change                          
  Basic EPS (cents)       2,910      2,540      (12.7)                          
Basic HEPS (cents)      2,065      1,805      (12.6)                          
  NAV per share (cents)   7,177      8,389      16.9                            
  NTAV per share (cents)  7,008      7,718      10.1                            
1. The Before column is extracted from Implats` financial statements for the    
year ended 30 June 2008                                                         
2. The After column is based on the Before column, the financial statements of  
Mvela Resources and Northam for the financial years ended 30 June 2008. To      
calculate the financial effects, 100% of Northam and 100% of Mvela Resources    
have been included, taking into account the relevant adjustments reflected in   
the Mvela Resources and Northam circulars to shareholders, both dated 9 May     
The material adjustments to the Income Statement include:                       
- Removal of the equity accounted earnings of Northam from                      
 the Mvela Resources financial statements                                       
- Accounting for the amortisation of the fair value                             
 adjustment on the property, plant and equipment of                             
 Northam over the life of mine (16 years), and the                              
 related deferred tax                                                           
- Payment of the preference dividend relating to the debt                       
 raised by Mvela Resources on the acquisition of                                
 Booysendal (R119.5 million per the Mvela Resources                             
 circular grossed up for 12 months)                                             
- Accounting for finance costs on the debt raised to fund                       
 the cash portion of the acquisition, adjusted for tax                          
The material adjustments to the Balance Sheet include:                          
- Reflecting the acquisition by Northam of Booysendal                           
through the issue of 121 million Northam shares at                             
 R45.40 per share                                                               
- Accounting for the fair value adjustment of the Northam                       
 property, plant and equipment, together with the related                       
deferred tax and goodwill                                                      
- Accounting for the purchase consideration by the issue                        
 of Implats shares and an increase in long-term                                 
 borrowings to pay the cash portion of the consideration                        
- Removal of the equity accounted investment in Northam                         
 from the Mvela Resources balance sheet                                         
- Write-down of the value of the Mvela Resources Other                          
 Assets to fair value                                                           
- Accounting for the R4 billion acquisition cost of                             
 Booysendal in Mvela Resources through the decrease in                          
 cash and the issue of preference shares                                        
10. Pre-conditions to announcing a firm intention to make an offer              
The making of a firm offer will be conditional on, inter alia:                  
- completion of due diligence by Implats;                                       
- final approval by the Implats Board, the Mvela                                
 Resources Board and the Northam Board; and                                     
- the Department of Minerals and Energy ("DME")                                 
 confirmation, as described in paragraph 13 below.                              
11. Conditions precedent to the Proposed Transaction                            
If Mvela Resources and Northam proceed with the Proposed Transaction, it will be
subject to, inter alia, the fulfilment or, where appropriate, waiver of the     
following conditions precedent:                                                 
- the Northam Scheme and Mvela Scheme being approved by                         
 the requisite majority of shareholders at the                                  
respective Scheme meetings;                                                    
- the Northam Scheme and Mvela Scheme being sanctioned by                       
 the High Court; and                                                            
- the obtaining of all necessary regulatory approvals to                        
the extent required including, inter alia, the                                 
 approvals of the:                                                              
- Competition Authorities;                                                      
- JSE;                                                                          
- SRP; and                                                                      
- DME, confirming that the Proposed Transaction will                            
 not affect Northam or Booysendal`s empowerment                                 
12. Undertakings                                                                
Afripalm and Mvela Holdings, the two largest shareholders of Mvela Resources,   
have provided undertakings to vote in favour of all resolutions required to     
approve and implement the Proposed Transaction.                                 
13. DME                                                                         
In terms of the Relationship Agreement between Anglo Platinum Limited ("APL")   
and, inter alia, Mvela Resources and Northam, the Proposed Transaction is       
subject to confirmation by the DME that the conversion credits which accrued to 
APL pursuant to the transfer of Booysendal to Northam will not be prejudiced by 
the Proposed Transaction.                                                       
14. Further announcement and cautionary announcements                           
Further announcements with regard to the Proposed Transaction will be released  
on SENS and published in the press as and when appropriate.                     
Implats shareholders are advised that the Implats cautionary announcement       
published on 12 September has been lifted.                                      
Mvela Resources and Northam shareholders are advised to continue to exercise    
caution when dealing in their Mvela Resources and Northam shares until the      
financial effects of the Proposed Transaction are published which is expected to
be on or about 30 October 2008.                                                 
2 October 2008                                                                  
Financial advisers to Mvela Resources                                           
JPMorgan Chase & Co. and Rothschild                                             
Legal adviser to Mvela Resources                                                
Bowman Gilfillan                                                                
Independent expert adviser to Northam                                           
Barnard Jacobs Mellet Corporate Finance (Pty) Limited                           
Legal adviser to Northam                                                        
Brink Cohen Le Roux Inc.                                                        
Financial adviser to Implats                                                    
Morgan Stanley South Africa (Pty) Ltd                                           
Legal adviser to Implats                                                        
Bell Dewar Hall Inc.                                                            
Sponsor to Mvela Resources                                                      
JPMorgan Equities                                                               
Sponsor to Northam                                                              
Barnard Jacobs Mellet Corporate Finance (Pty) Ltd                               
Sponsor to Implats                                                              
Deutsche Securities SA (Pty) Ltd                                                
Date: 02/10/2008 17:00:02 Produced by the JSE SENS Department.                  
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