IMP
IMPO
IMP - Implats - African Platinum Plc - Scheme of Arrangement
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
("Implats")
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:
Implats
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 March 2007
AFRICAN PLATINUM PLC
16 March 2007
African Platinum plc (the "Company")
Scheme Document posted to shareholders
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"). Under the further terms of the Offer set out in the Rule 2.5
Announcement, Implats reserved the right to implement the Offer by way of a
scheme of arrangement under section 425 of the Companies Act 1985 (the
"Scheme"), subject to obtaining the agreement of the Company and the consent of
the Panel on Takeovers and Mergers (the "Panel").
Following agreement between Implats and the Company to implement the Offer by
way of the Scheme and receipt of the consent of the Panel to do so, the Company
announces that a scheme document in relation to the Scheme (the "Scheme
Document") is being posted to the Scheme Shareholders today.
The Scheme is conditional upon, among other things, the Department of Minerals
and Energy of the Republic of South Africa granting 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. An application for a
New Order Mining Permit was submitted to the Department of Minerals and Energy
of the Republic of South Africa in February 2006. Since the date of the Rule 2.5
Announcement, discussions have taken place between the Company and the Pretoria
office of the Department of Minerals and Energy about the processing of the
application of the New Order Mining Permit. Whilst there is no certainty as to
timing, the directors of the Company believe that the New Order Mining Permit
should be granted within two months of the date hereof.
The Court Meeting and Extraordinary General Meeting in relation to the Scheme
have been 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 9SS. A full description of the
expected timetable of principal events, the terms and conditions of the Scheme
and the action to be taken by Scheme Shareholders are set out in the Scheme
Document. As described in the Scheme Document, the Scheme will require the
approval of Scheme Shareholders at the Court Meeting, the passing of a
resolution by Scheme Shareholders at the Extraordinary General Meeting and the
sanction of the Scheme by the Court.
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 have
also been submitted to the Financial Services Authority and the London Stock
Exchange and will shortly be 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.
Application will be made for the Ordinary Shares to be suspended from trading on
the Alternative Investment Market of the London Stock Exchange ("AIM") with
effect from 7.30 a.m. on the Effective Date. Application will also be made for
the Ordinary Shares to cease to be admitted to trading on AIM from the same
date. It is expected that the Effective Date of the Scheme will be 7 June 2007.
This date is indicative only and will depend, inter alia, on the date upon which
the Court sanctions the Scheme and the reduction of capital involved therein.
The Company hopes that the Conditions to the Scheme can be satisfied or (if
capable of waiver) waived so that the Court Hearing to sanction the Scheme and
the reduction of capital involved therein can (subject to the agreement of the
Court) be held at an earlier date. If the expected date of the Court Hearing is
changed, the Company will give two weeks written notice of such change to Scheme
Shareholders.
Terms defined in the Scheme Document have the same meanings in this announcement
Enquiries
African Platinum plc
Roy Pitchford Tel. +44 207 389 0500
Russell Lamming Tel. +27 11 467 1858
Website: www.afplats.com
JPMorgan Cazenove Limited (sole financial adviser and corporate broker to the
Company)
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 Afplats in relation to the Proposals and no one else in connection
with the Proposals and will not be responsible to anyone other than Afplats 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.
Morgan Stanley & Co. Limited is acting for Implats and no one else in relation
to the Proposals and will not be responsible to anyone other than Implats for
providing the protections afforded to clients of Morgan Stanley & Co. Limited
nor for providing advice in relation to the Proposals or any other matter or
arrangement referred to in this announcement.
Sansara Financial Services (Pty) Ltd is acting for Implats and no one else in
relation to the Proposals and will not be responsible to anyone other than
Implats for providing the protections afforded to clients of Sansara Financial
Services (Pty) Ltd 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 will contain 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 has prepared the Scheme
Documentation to be distributed to the Scheme Shareholders and to participants
in the Afplats Share Option Scheme and the holders of Warrants. 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 will
contain 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 has 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
jurisdictions.
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.
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Date: 16/03/2007 16:22:54 Produced by the JSE SENS Department. |