IMP - Implats - Possible cash offer for Afplats
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
14 February 2007
Possible cash offer for African Platinum Plc ("Afplats" Or The "Company")
The Board of Impala Platinum Holdings Limited ("Implats") notes the announcement
made by Afplats and confirms that it has approached the board of Afplats with
regards to making a possible cash offer to acquire the entire issued and to be
issued share capital of the Company for 55 pence per Afplats share.
On 11 December 2006, Implats and Afplats announced that they had entered into a
binding Transaction Framework Agreement (TFA), under which Implats would acquire
29.9% of Afplats` South African assets. This transaction will continue to be
implemented in accordance with the terms of the TFA, as previously announced.
This announcement does not amount to a firm intention to make an offer, and
accordingly there can be no assurance that an offer for Afplats will be
forthcoming. Implats reserves the right at its absolute discretion to make an
offer at a value less than 55 pence with the agreement of the board of Afplats
or in the event that a person not acting in concert with Implats announces an
offer of less than 55 pence.
A further announcement will be made if and when appropriate.
Brenda Berlin Tel.: +27 11 731 9023
The directors of Implats accept responsibility for the information contained in
this announcement. To the best of their knowledge and belief (having 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
`Code`), if any person is, or becomes, `interested` (directly or indirectly) in
1 per cent. or more of any class of `relevant securities` of Afplats, all
`dealings` in any `relevant securities` of that company (including by means of
an option in respect of, or a derivative referenced to, any such `relevant
securities`) must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the `offer period` otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an ` interest` in `relevant securities` of Afplats, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all `dealings` in `relevant
securities` of Afplats by Afplats or by Implats, or by any of their respective
`associates`, must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose `relevant
securities` `dealings` should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
`Interests in securities` arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an `interest` by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a `dealing` under Rule 8, you should consult the Takeover
- Ends -
Date: 14/02/2007 16:55:01 Produced by the JSE SENS Department.