Offer for African Platinum

16th Feb 2007 07:01

Impala Platinum Hldgs16 February 2007 Impala Platinum Holdings Limited FOR IMMEDIATE RELEASE Not for release, publication or distribution, in whole or in part, in or intoCanada, Australia or Japan or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction. 16 February 2007 Recommended Cash Offer by Impala Platinum Holdings Limited for African Platinum plc Summary • The boards of Impala Platinum Holdings Limited ("Implats") and AfricanPlatinum plc ("Afplats") announce that they have agreed the terms of arecommended cash offer for the entire issued and to be issued share capital ofAfplats. • Implats considers the acquisition of Afplats to be an attractiveopportunity to acquire one of the largest remaining resources in the WesternLimb of the Bushveld Igneous Complex and follows naturally from the strategicpartnership agreement entered into with Afplats in December 2006. • Implats currently intends to implement the Offer by means of arecommended cash offer for Afplats. However, Implats reserves the right, in itssole discretion, to implement the Offer via a Scheme of Arrangement. • The Offer values each Afplats Share at 55 pence and the entire issuedand to be issued share capital of Afplats at approximately £297 million. • The Offer represents a premium of: - approximately 35 per cent. to the closing middle-market price of 40.75pence per Afplats Share on 13 February 2007, the last Business Day prior to theannouncement that Implats and Afplats were in discussions; - approximately 52 per cent. to the average daily closing price of 36.30pence per Afplats Share for the 30 calendar day period to 13 February 2007; and - approximately 62 per cent. to the closing middle-market price of 34.00pence per Afplats Share on 8 December 2006, the last Business Day prior to theannouncement that Implats and Afplats had entered into the Transaction FrameworkAgreement. • The directors of Afplats, who have been so advised by JPMorganCazenove, consider the terms of the Offer to be fair and reasonable. Inproviding its financial advice, JPMorgan Cazenove has taken into account thedirectors of Afplats' commercial assessments. The directors of Afplatsunanimously recommend that Afplats Shareholders accept the Offer as they haveirrevocably undertaken to do in respect of their own Afplats Shares. • Implats has received irrevocable undertakings to accept the Offer fromall of the directors of Afplats in relation to their entire existing holdings,amounting to 1,321,429 Afplats Shares. Subject to certain conditions, Implatshas also received irrevocable undertakings to accept the Offer from North SoundLegacy International Ltd. in relation to 42,344,977 Afplats Shares and NorthSound Legacy Institutional Fund LLC in relation to 14,114,993 Afplats Shares.Implats has received certain additional irrevocable undertakings to accept theOffer from CGT Management Ltd. in relation to 43,500,000 Afplats Shares. Intotal, including the irrevocable undertakings given by the directors of Afplats,Implats has received irrevocable undertakings representing approximately 21.3per cent of the current issued share capital of Afplats. • Commenting on today's announcement, David Brown, Chief Executive ofImplats, said: "I am very pleased to announce the offer to acquire 100 per cent. of Afplats.This transaction is complementary to the strategic partnership agreement enteredinto with Afplats and represents an attractive opportunity for Implats toparticipate in the development of one of the largest remaining resources in theWestern Limb of the Bushveld Igneous Complex. The acquisition will contributedirectly to our strategy and vision and is the first building block in our plansfor the next phase of growth to 2.8 million ounces of platinum per annum andcreating sustainable long term value". • Roy Pitchford, Chief Executive of Afplats, added: "Afplats has an exciting portfolio of assets, in particular our flagshipLeeuwkop project. However developing that asset will require significantinvestment and returns on this investment will take several years. The offerfrom Implats, at a significant premium to Afplats' current and historic shareprice, removes the uncertainties inherent in such an investment for Afplatsshareholders, who will be achieving a significant and certain return on theirinvestment immediately. I am very pleased to be able to announce this offer andto recommend it to our shareholders". This summary should be read in conjunction with the full text of the attachedannouncement. The conditions to and certain further terms of the Offer are setout in Appendix I to the following announcement and will be set out in the OfferDocument. Appendix II contains information on sources and bases used in thissummary and the following announcement. Appendix III contains definitions ofcertain terms used in this summary and the following announcement. Enquiries to: ImplatsDavid Brown Tel. +27 11 731 9042Brenda Berlin Tel. +27 11 731 9023 Morgan Stanley & Co Limited ("Morgan Stanley") (joint financial adviser toImplats)Beth Mandel (SA) Tel. +27 11 507 0800Peter Bacchus (UK) Tel. +44 207 425 8000Laurence Hopkins (UK) Tel. +44 207 425 8000 Sansara Financial Services (Pty) Limited ("Sansara") (joint financial adviser toImplats)Sean Chilvers Tel. +27 11 718 2307 Morgan Stanley (corporate broker to Implats in relation to the Offer) Tim Pratelli Tel. +44 207 425 8000 Afplats Roy Pitchford Tel. +44 207 389 0500Russell Lamming Tel. +44 207 389 0500 JPMorgan Cazenove (sole financial adviser and corporate broker to Afplats)Ian Hannam Tel. +44 207 588 2828Patrick Magee Tel. +44 207 588 2828Adam Brett Tel. +44 207 588 2828 This announcement does not constitute, or form part of, any offer for, orinvitation to sell or purchase, or any solicitation of any offer for, securitiespursuant to the Offer or otherwise. The Offer will be made solely by means ofthe Offer Document and, in the case of certificated Afplats Shares, the Form ofAcceptance accompanying the Offer Document. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document and, in respect of certificated Afplats Shares, the Form ofAcceptance which Implats intends to despatch to Afplats Shareholders and, forinformation only, to holders of options under the Afplats Share Option Schemeand to holders of Warrants and which will contain the full terms and conditionsof the Offer, including details of how the Offer may be accepted. The directors of Implats accept responsibility for the information contained inthis announcement, other than that relating to the recommendation of the Offerby the directors of Afplats and their associated opinions and the informationrelating to the Wider Afplats Group, the directors of Afplats and members oftheir immediate families, related trusts and persons connected with them. To thebest of the knowledge and belief of the directors of Implats (who have taken allreasonable care to ensure this is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The directors of Afplats accept responsibility for all the information containedin this announcement relating to the recommendation of the Offer by thedirectors of Afplats including their views, opinions and recommendations and theinformation relating to the Wider Afplats Group, the directors of Afplats andmembers of their immediate families, related trusts and persons connected withthem. To the best of the knowledge and belief of the directors of Afplats (whohave taken all reasonable care to ensure this is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Morgan Stanley is acting for Implats and no one else in connection with theOffer and will not be responsible to anyone other than Implats for providing theprotections afforded to clients of Morgan Stanley nor for giving advice inrelation to the Offer. Sansara is acting for Implats and no one else in connection with the Offer andwill not be responsible to anyone other than Implats for providing theprotections afforded to clients of Sansara nor for giving advice in relation tothe Offer. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Afplats and no one else inconnection with the Offer and will not be responsible to anyone other thanAfplats for providing the protections afforded to clients of JPMorgan Cazenovenor for giving advice in relation to the Offer. The availability of the Offer to Afplats Shareholders who are not resident inand citizens of the United Kingdom may be affected by the laws of the relevantjurisdiction in which they are located or of which they are citizens. Personswho are not resident in or citizens of the United Kingdom or who are subject tothe laws of any jurisdiction other than the United Kingdom, should informthemselves about, and observe, any applicable legal or regulatory requirementsof their jurisdictions. Any person (including nominees, trustees andcustodians) who would, or otherwise intends to, forward this announcement, theOffer Document and the Form of Acceptance or any accompanying document to anyjurisdiction outside the United Kingdom should refrain from doing so and seekappropriate professional advice before taking any action. Further details inrelation to overseas shareholders will be contained in the Offer Document. Unless otherwise determined by Implats and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails of, or by any means or instrumentality (including,without limitation, by mail, telephonically or electronically by way of internetor otherwise) of interstate or foreign commerce of, or by any facilities of anational, state or other securities exchange of, Canada, Australia or Japan, orany other jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction, and the Offer may not be accepted by any other suchuse, means, instrumentality or facility from or within Canada, Australia, Japan,or any such jurisdiction and doing so may render invalid any purportedacceptance of the Offer. Accordingly, unless otherwise determined by Implats andpermitted by applicable law and regulation, copies of this announcement and anyother documents related to the Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in or into Canada, Australia, Japan, orany other such jurisdiction. All persons receiving this announcement (including,without limitation, custodians, nominees and trustees) should observe theserestrictions and must not mail or otherwise forward, send or distribute thisannouncement in, into or from Canada, Australia, Japan, or any other suchjurisdiction. Disclosure in accordance with Rule 2.10 of the City Code In accordance with Rule 2.10 of the City Code, Afplats confirms that, as atclose of business on 15th February 2007, it had the following relevantsecurities in issue: - 476,122,353 ordinary shares of 0.1p each with ISIN codeGB0031664823. - 5,719,904 listed warrants with ISIN code GB0031667164 - 38,100,000 unlisted warrants In addition to the above, Afplats also has 26,000,000 unlisted optionsoutstanding. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"City Code"), if any person is, or becomes, "interested" (directly orindirectly) in 1 per cent. or more of any class of "relevant securities" ofAfplats, all "dealings" in any "relevant securities" of Afplats (including bymeans 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 p.m.(London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Afplats, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Afplats by Implats or Afplats, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000,consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panelon telephone number +44 (0)20 7382 9026; Fax +44 (0)20 7638 1554. Forward looking statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningImplats and/or Afplats. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressionsidentify forward-looking statements. The forward-looking statements involverisks and uncertainties that could cause actual results to differ materiallyfrom those expressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Each of Implats and Afplats assume no obligation,and do not intend, to update these forward-looking statements, whether as aresult of new information, future events or otherwise, except as requiredpursuant to applicable law. The Offer in the United States is made solely by Implats. Neither Morgan Stanleynor Sansara, nor any of their affiliates, is making the Offer in the UnitedStates. FOR IMMEDIATE RELEASE 16 February 2007 Not for release, publication or distribution, in whole or in part, in or intoCanada, Australia or Japan or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Recommended Cash Offer by Impala Platinum Holdings Limited for African Platinum plc 1. Introduction The boards of Implats and Afplats announce that they have agreed the terms of arecommended cash offer for the entire issued and to be issued share capital ofAfplats. Implats currently intends to implement the Offer by means of a recommended cashoffer for Afplats. However, Implats reserves the right, in its sole discretion,to implement the Offer via a Scheme of Arrangement. The directors of Afplats, who have been so advised by JPMorgan Cazenove,consider the terms of the Offer to be fair and reasonable. In providing itsfinancial advice, JPMorgan Cazenove has taken into account the directors ofAfplats' commercial assessments. Accordingly, the directors of Afplats intendunanimously to recommend that Afplats Shareholders accept the Offer as they haveirrevocably undertaken to do in respect of their own Afplats Shares. 2. The Offer The Offer for the Afplats Shares, which will be on the terms and subject to theconditions set out below and in Appendix I, and to be set out in the OfferDocument and, in the case of certificated Afplats Shares, the accompanying Formof Acceptance, will be on the following basis: For each Afplats Share 55 pence in cash The Offer values the entire issued and to be issued share capital of Afplats atapproximately £297 million. The Offer represents a premium of: - approximately 35 per cent. to the closing middle-market price of 40.75pence per Afplats Share on 13 February 2007, the last Business Day prior to theannouncement that Implats and Afplats were in discussions; - approximately 52 per cent. to the average daily closing price of 36.30pence per Afplats Share for the 30 calendar day period to 13 February 2007; and - approximately 62 per cent. to the closing middle-market price of 34.00pence per Afplats Share on 8 December 2006, the last Business Day prior to theannouncement that Implats and Afplats had entered into the Transaction FrameworkAgreement. The Offer will extend, subject to the terms and conditions to be set out in theOffer Document and, in the case of certificated Afplats Shares, the Form ofAcceptance, to all Afplats Shares unconditionally allotted or issued on the dateon which the Offer is made and any further Afplats Shares unconditionallyallotted or issued while the Offer remains open for acceptance (or such earlierdate as Implats may, subject to the City Code, decide). The Afplats Shares will be acquired by Implats pursuant to the Offer fully paidand free from all liens, charges, equitable interests, encumbrances, rights ofpre-emption and any other interests of any nature whatsoever and together withall rights now or hereafter attaching thereto, including, without limitation,voting rights and the right to receive and retain in full all dividends andother distributions (if any) declared, made or paid on or after the date of thisannouncement. 3. Background to and reasons for the Offer The board of Implats is very pleased to have reached agreement with the board ofAfplats on a cash offer for Afplats, and believes that the Offer representsattractive value for Afplats Shareholders, and fully reflects the potential ofthe Leeuwkop Project. The board of Implats considers the acquisition of Afplats to be an attractiveopportunity to acquire one of the largest remaining resources in the WesternLimb of the Bushveld Igneous Complex and follows naturally from the TransactionFramework Agreement, as announced on 11 December 2006 ("Transaction FrameworkAgreement"). Implats believes that under its ownership and management, Implats' technicalexpertise and financial resources can be brought to bear to more effectivelyimplement the future development of the Leeuwkop Mine. Furthermore, Implatsbelieves that an acquisition of Afplats is consistent with its strategy andvision of delivering strong returns through creating sustainable long term valuefrom an attractive ore body. Under the Transaction Framework Agreement, Implats has the right to acquire 29.9per cent. of Afplats' South African assets. It is Implats' current intentionthat, notwithstanding the proposed Offer, this transaction will continue to beimplemented in accordance with the terms of the Transaction Framework Agreement,as previously announced. 4. Background to and reasons for recommending the Offer The board of Afplats believes that the Implats Offer represents an attractiveopportunity for Afplats Shareholders. The Offer is at a significant premium tothe recent Afplats share price, as detailed above, as well as a premium ofapproximately 28 per cent. to Afplats' all time high share price, prior tocommencement of the Offer Period. Whilst the board of Afplats believes that Leeuwkop is an exciting project, itrequires significant investment and returns on this investment will take severalyears. In addition to the implementation risks that are characteristic indeveloping a mining project like Leeuwkop, commodity markets have historicallybeen subject to considerable cyclicality. Against this background, the cash Offer from Implats allows Afplats Shareholdersto crystallise value at a level which the board of Afplats believes representsfair value for the business. By accepting Implats' Offer, Afplats Shareholdersare achieving a significant return on their investment, whilst exiting the riskexposure inherent in such a major development project. The board of Afplats, therefore unanimously intends to recommend to AfplatsShareholders to accept the Offer as being in the best interests of AfplatsShareholders as a whole. 5. Recommendation The directors of Afplats, who have been so advised by JPMorgan Cazenove,consider the terms of the Offer to be fair and reasonable. Accordingly, thedirectors of Afplats intend to recommend unanimously that holders of AfplatsShares accept the Offer as the directors of Afplats have irrevocably undertakento do in respect of their entire holdings representing 1,321,429 Afplats Shares.In providing its financial advice, JPMorgan Cazenove has taken into account thedirectors of Afplats' commercial assessments. 6. Irrevocable undertakings and holdings of Afplats Shares Implats has received irrevocable undertakings to accept the Offer from all ofthe directors of Afplats in relation to their entire existing holdings,amounting to 1,321,429 Afplats Shares, representing approximately 0.3 per centof the issued share capital of Afplats. Each irrevocable undertaking from thedirectors of Afplats is binding, even if a higher competing offer is announcedby a third party, unless the Offer lapses or is withdrawn. Implats has also received irrevocable undertakings to accept the Offer fromNorth Sound Legacy International Ltd. in relation to 42,344,977 Afplats Shares,North Sound Legacy Institutional Fund LLC in relation to 14,114,993 AfplatsShares and CGT Management Ltd. in relation to 43,500,000 Afplats Shares, inaggregate representing approximately 21.0 per cent of the issued share capitalof Afplats. Subject to certain further conditions, the undertaking will cease tobe binding in the event of a general offer for the ordinary shares of Afplatsmade by a third party where the value of consideration per Afplats Shareavailable at the time such offer is announced exceeds the value of considerationper Afplats Share of 55 pence under the Offer by ten per cent. or more (in eachcase of the undertakings from North Sound Legacy International Ltd. and NorthSound Legacy Institutional Fund LLC) or five per cent. or more (in the case ofthe undertaking from CGT Management Ltd.). In total, including the irrevocable undertakings given by the directors ofAfplats, Implats has received irrevocable undertakings representingapproximately 21.3 per cent of the current issued share capital of Afplats. 7. Information on Implats Implats is one of the world's largest producers of platinum group metals, andexpects to produce in excess of 2 million ounces of platinum this year. Implatshas operations in South Africa and Zimbabwe and exploration projects in SouthAfrica, Zimbabwe, North America and Madagascar. Implats employs approximately31,500 people. Implats is listed on the JSE and the LSE and trades as asponsored level 1 ADR in the United States. For the 12 month period to 30 June 2006, Implats had sales of R17,500 million(2005: R12,541 million) and gross profit of R7,315 million (2005: R4,223million) representing a margin of 42 per cent. (2005: 34 per cent. margin). Implats' interim unaudited results for the period to 31 December 2006 wereannounced on 15 February 2007. These showed sales of R14,860 million (2005:R7,920 million) and gross profit of R6,991 million (2005: R3,305 million)representing a margin of 47 per cent. (2005: 42 per cent.). Profit for the sixmonth period was R4,393 million (2005: R1,826 million) and basic earnings pershare for the period were 824 cents, up 139 per cent. over the 2005 comparableperiod. 8. Information on Afplats Afplats is an exploration and development business focused on the platinum groupmetals trading on the Alternative Investment Market of the London StockExchange. Afplats has three principal South African operating companies in whichit holds more than 20 per cent. of the equity, Afplats (Pty) Ltd, ImbasaPlatinum (Pty) Ltd and Inkosi Platinum (Pty) Ltd. Afplats' primary asset isAfplats (Pty) Ltd, the entity which holds the prospecting permit to the LeeuwkopProject on the western limb of South Africa's Bushveld Complex. The LeeuwkopProject is situated approximately 15 kilometres west of the town of Brits in theNorth West Province of South Africa. Afplats has made substantial progress towards developing the Leeuwkop Phase 1project. Post the definitive feasibility study, announced in February 2006,Afplats signed a ten year offtake agreement with Implats and an independentCompetent Person's Report, completed by SRK Consulting, confirmed the robusteconomics of the project. In October 2006 a New Order Prospecting Right wasgranted to Afplats on the farm Leeuwkop 402 JQ. An application for a New OrderMining Permit has been submitted to the South African Department of Minerals andEnergy and, whilst there is no certainty as to timing, the directors of Afplatsbelieve that the permit should be granted within three months of the date ofthis announcement. In December 2006, Afplats entered into the Transaction Framework Agreement withImplats, whereby Implats would invest in Afplats' South African assets as astrategic partner holding 29.9 per cent. of the equity, securing the initialfunding and validating the technical and commercial viability of the LeeuwkopProject. Afplats' interim unaudited results for the period to 30 September 2006 wereannounced on 11 December 2006. These showed revenues of £0 (2005: £0) withoperating loss of £2.6 million (2005: £1.7 million). Capital expenditure of £0.8million (2005: £4.1 million) was within budget. 9. Management and employees Implats attaches great importance to the skills and experience of the existingmanagement and employees of Afplats. Implats has given assurances to Afplatsthat, if the Offer becomes or is declared unconditional in all respects, theexisting employment rights, including pension rights, of the management andemployees of Afplats will be fully safeguarded. 10. Non-solicitation and inducement fee (Implementation Agreement) Afplats and Implats have entered into an implementation agreement (the "Implementation Agreement") which provides, among other things, for theimplementation of the Offer and contains certain assurances from andconfirmations between the parties. The Implementation Agreement further providesfor an inducement fee to be payable by Afplats to Implats in certaincircumstances, as well as non-solicitation covenants from Afplats. 10.1 Inducement Fee In the Implementation Agreement, Afplats has agreed to pay Implats an inducementfee equal to £2,800,000 (or, if lower, one per cent. of the Offer Value) in theevent that: (a) an announcement is made by a third party of an intention to make anoffer for Afplats pursuant to Rule 2.5 of the City Code or a proposal is madefor a change in control of Afplats or a disposal of an interest in a materialpart of Afplats' business and such offer or proposal or any such other offer orproposal announced by a third party within 120 days of the announcement of theOffer subsequently becomes or is declared unconditional in all respects or iscompleted; or (b) the directors of Afplats withdraw, or adversely modify or qualifytheir recommendation to the Offer or withdraw from, delay or fail to take otherappropriate and necessary steps to implement an acquisition of Afplats Shares byImplats by way of Scheme of Arrangement. 10.2 Non-solicitation In the Implementation Agreement, Afplats has undertaken to Implats that it willnot solicit, initiate or otherwise seek to procure any Competing Proposal. Afplats has also agreed promptly to notify Implats in the event that it becomesaware of any Competing Proposal or of any significant work being undertaken byany person to prepare a Competing Proposal together, in each case, with anymaterial details it has of the Competing Proposal, the persons involved and thetimetable to which they are working, and shall keep Implats promptly informed asto significant developments with respect to such Competing Proposal or workbeing undertaken in preparation for a Competing Proposal subsequent to theinitial notification; and it receives a request from any third party pursuant toRule 20.2 of the City Code and in such event Afplats has agreed that it shallnot in any way assist the person requesting the information to refine orsupplement the request and in complying with such request, shall provide onlysuch information (and in the same form) as it has previously provided to Implatsand only to the extent that such information has been requested. 11. Afplats Share Option Scheme and Warrants The Offer will extend to any Afplats Shares unconditionally allotted or issuedfully paid (or credited as fully paid) prior to the date on which the Offercloses (or such earlier date as Implats may, subject to the rules of the CityCode, decide), including shares issued pursuant to the exercise of optionsgranted under the Afplats Share Option Scheme and the exercise of Warrants. Appropriate proposals will be made in due course to participants in the AfplatsShare Option Scheme and holders of Warrants to the extent that the same remainunexercised. The Offer extended to the holders of options under the AfplatsShare Option Scheme and/or Warrants will also be subject to the conditions andfurther terms set out in Appendix I to this announcement and to the furtherterms which will be set out in full in the Offer Document and, in respect ofcertificated Afplats Shares, the accompanying Form of Acceptance. 12. Overseas shareholders The availability of the Offer to Afplats Shareholders who are not resident inand citizens of the United Kingdom may be affected by the laws of the relevantjurisdiction in which they are located or of which they are citizens. AfplatsShareholders who are not resident in or citizens of the United Kingdom shouldinform themselves about, and observe, any applicable legal or regulatoryrequirements of their jurisdictions. Further details in relation to overseasshareholders will be contained in the Offer Document. Notwithstanding the foregoing, Implats retains the right to permit the Offer tobe accepted and any sale of securities pursuant to the Offer to be completed if,in its sole discretion, it is satisfied that the transaction in question can beundertaken in compliance with applicable law and regulation. 13. Interests in Afplats As at 15 February 2007, the last practicable Business Day prior to thisannouncement, neither Implats nor, so far as Implats is aware, any person actingin concert with Implats, had an interest in or right to subscribe for relevantsecurities of Afplats or had any short position in relation to relevantsecurities of Afplats (whether conditional or absolute and whether in the moneyor otherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery of any relevant securities of Afplats. 14. Compulsory acquisition, delisting, cancellation of trading andre-registration After the Offer becomes or is declared unconditional in all respects or, if thetransaction is implemented by way of a Scheme of Arrangement, the Scheme ofArrangement becomes effective and Implats has by virtue of its shareholdings andacceptances of the Offer acquired, or agreed to acquire, issued share capitalrepresenting at least 75 per cent. of the voting rights of Afplats, Implatsintends to procure the making of an application by Afplats to delist the AfplatsShares from the Alternative Investment Market and/or the cancellation of tradingon the London Stock Exchange's market for listed securities. It is anticipatedthat cancellation of listing and trading will take effect no earlier than 20Business Days after the Offer becomes unconditional in all respects. Delistingwould significantly reduce the liquidity and marketability of any Afplats Sharesnot assented to the Offer. If Implats receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the Afplats Shares to which the Offer relates,Implats intends to exercise its rights pursuant to the provisions of sections428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily theremaining Afplats Shares. 15. General The Offer will be on the terms and subject to the conditions set out herein andin Appendix I, and to be set out in the Offer Document and, in respect ofcertificated Afplats Shares, the Form of Acceptance. The formal Offer Documentwill be sent to Afplats Shareholders and made available, for information only,to participants in the Afplats Share Option Scheme and holders of Warrants, assoon as possible and, in any event, within 28 days of the date of thisannouncement unless agreed otherwise with the Panel. Appendix II containsinformation on sources and bases used in this announcement. Appendix IIIcontains definitions of certain terms used in this announcement. 16. Financing of the Offer The Offer is being financed through new banking facilities provided by TheStandard Bank of South Africa Limited, acting through its Corporate andInvestment Banking Division, pursuant to the Facilities Agreement, sufficient toenable Implats to satisfy in full the cash consideration payable to AfplatsShareholders and otherwise to fulfil its commitments under the terms of theOffer. Morgan Stanley is satisfied that sufficient financial resources areavailable to Implats to satisfy the maximum cash consideration that would bepayable on full acceptance of the Offer. 17. Conditions to the Offer The Offer is subject to certain conditions, which are set out in Appendix I ofthis announcement. For the avoidance of doubt, the following conditions are considered to bematerial to Implats in the context of the Offer: 17.1 the Competition Tribunal of the Republic of South Africa grantingunconditional approval of the Transaction; and 17.2 the Department of Minerals and Energy of the Republic of South Africagranting to any member of the Wider Afplats Group a mining right in terms ofsection 23 of the Mineral and Petroleum Resources Development Act No. 28 of 2002("MPRDA") and materially in accordance with the terms of the relevantapplication for such mining right in relation to the minerals (including, butnot limited to, platinum group metals, copper, nickel, gold and chrome) foundin, on or under the Farm Leeuwkop 402JQ property and extensions, and thenotarial execution and lodgement, within the prescribed time for registration,of such mining right in the Mineral and Petroleum Titles Registration Office interms of Section 25(2) of the MPRDA and the relevant provisions of the MiningTitles Registration Amendment Act No. 24 of 2003 Afplats acknowledges that in the event that such conditions are not fulfilled,or where permitted, waived, by midnight on 5 June 2007, Implats may (with theconsent of the Panel) be entitled to treat the Offer as having lapsed. Enquiries to: ImplatsDavid Brown Tel. +27 11 731 9042Brenda Berlin Tel. +27 11 731 9023 Morgan Stanley (joint financial adviser to Implats)Beth Mandel (SA) Tel. +27 11 507 0800Peter Bacchus (UK) Tel. +44 207 425 8000Laurence Hopkins (UK) Tel. +44 207 425 8000 Sansara Financial Services (Pty) Limited (joint financial adviser to Implats)Sean Chilvers Tel. +27 11 718 2307 Morgan Stanley (corporate broker to Implats in relation to the Offer) Tim Pratelli Tel. +44 207 425 8000 Afplats Roy Pitchford Tel. +44 207 389 0500Russell Lamming Tel. +44 207 389 0500 JPMorgan Cazenove (sole financial adviser and corporate broker to Afplats)Ian Hannam Tel. +44 207 588 2828Patrick Magee Tel. +44 207 588 2828Adam Brett Tel. +44 207 588 2828 This announcement does not constitute, or form part of, any offer for, orinvitation to sell or purchase, or any solicitation of any offer for, securitiespursuant to the Offer or otherwise. The Offer will be made solely by means ofthe Offer Document and, in the case of certificated Afplats Shares, the Form ofAcceptance accompanying the Offer Document. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document and, in respect of certificated Afplats Shares, the Form ofAcceptance which Implats intends to despatch to Afplats Shareholders and, forinformation only, to holders of options under the Afplats Share Option Schemeand to holders of Warrants and which will contain the full terms and conditionsof the Offer, including details of how the Offer may be accepted. The directors of Implats accept responsibility for the information contained inthis announcement, other than that relating to the recommendation of the Offerby the directors of Afplats and their associated opinions and the informationrelating to the Wider Afplats Group, the directors of Afplats and members oftheir immediate families, related trusts and persons connected with them. To thebest of the knowledge and belief of the directors of Implats (who have taken allreasonable care to ensure this is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The directors of Afplats accept responsibility for all the information containedin this announcement relating to the recommendation of the Offer by thedirectors of Afplats including their views, opinions and recommendations and theinformation relating to the Wider Afplats Group, the directors of Afplats andmembers of their immediate families, related trusts and persons connected withthem. To the best of the knowledge and belief of the directors of Afplats (whohave taken all reasonable care to ensure this is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Morgan Stanley is acting for Implats and no one else in connection with theOffer and will not be responsible to anyone other than Implats for providing theprotections afforded to clients of Morgan Stanley nor for giving advice inrelation to the Offer. Sansara is acting for Implats and no one else in connection with the Offer andwill not be responsible to anyone other than Implats for providing theprotections afforded to clients of Sansara nor for giving advice in relation tothe Offer. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Afplats and no one else inconnection with the Offer and will not be responsible to anyone other thanAfplats for providing the protections afforded to clients of JPMorgan Cazenovenor for giving advice in relation to the Offer. The availability of the Offer to Afplats Shareholders who are not resident inand citizens of the United Kingdom, may be affected by the laws of the relevantjurisdiction in which they are located or of which they are resident. Personswho are not resident in or citizens of the United Kingdom or who are subject tothe laws of any jurisdiction other than the United Kingdom, should informthemselves about, and observe, any applicable legal or regulatory requirementsof their jurisdiction. Any person (including nominees, trustees and custodians)who would, or otherwise intends to, forward this announcement, the OfferDocument and the Form of Acceptance or any accompanying document to anyjurisdiction outside the United Kingdom should refrain from doing so and seekappropriate professional advice before taking any action. Further details inrelation to overseas shareholders will be contained in the Offer Document. Unless otherwise determined by Implats and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails of, or by any means or instrumentality (including,without limitation, by mail, telephonically or electronically by way of internetor otherwise) of interstate or foreign commerce of, or by any facilities of anational, state or other securities exchange of, Canada, Australia or Japan, orany other jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction, and the Offer may not be accepted by any other suchuse, means, instrumentality or facility from or within Canada, Australia, Japan,or any such jurisdiction and doing so may render invalid any purportedacceptance of the Offer. Accordingly, unless otherwise determined by Implats andpermitted by applicable law and regulation, copies of this announcement and anyother documents related to the Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in or into Canada, Australia, Japan, orany other such jurisdiction. All persons receiving this announcement (including,without limitation, custodians, nominees and trustees) should observe theserestrictions and must not mail or otherwise forward, send or distribute thisannouncement in, into or from Canada, Australia, Japan, or any other suchjurisdiction. Disclosure in accordance with Rule 2.10 of the City Code In accordance with Rule 2.10 of the City Code, Afplats confirms that, as atclose of business on 15th February 2007, it had the following relevantsecurities in issue: - 476,122,353 ordinary shares of 0.1p each with ISIN codeGB0031664823. - 5,719,904 listed warrants with ISIN code GB0031667164 - 38,100,000 unlisted warrants In addition to the above, Afplats also has 26,000,000 unlisted optionsoutstanding.. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City 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" ofAfplats (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofAfplats, 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 City Code, all "dealings" in "relevantsecurities" of Afplats by Implats or Afplats, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000,consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panelon telephone number +44 (0)20 7382 9026; Fax +44 (0)20 7638 1554. Forward looking statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningImplats and/or Afplats. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressionsidentify forward-looking statements. The forward-looking statements involverisks and uncertainties that could cause actual results to differ materiallyfrom those expressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Each of Implats and Afplats assume no obligationand do not intend to update these forward-looking statements, whether as aresult of new information, future events or otherwise, except as requiredpursuant to applicable law. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER The Offer will comply with the applicable rules and regulations of the CityCode, will be governed by English law and will be subject to the jurisdiction ofthe courts of England. In addition, it will be subject to the terms andconditions set out in the Offer Document and related Form of Acceptance. Conditions of the Offer The Offer will be subject to the following conditions: 1 valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by no later than 1.00 p.m. on 6 April 2007 (or such latertime(s) and/or date(s) as Implats may, subject to the rules of the City Code,decide) in respect of not less than 90 per cent. (or such lesser percentage asImplats may decide) of the Afplats Shares to which the Offer relates and notless than 90 per cent. of the voting rights carried by such Afplats Shares,provided that this condition will not be satisfied unless Implats and/or anymember of the Implats Group shall have acquired or agreed to acquire (whetherpursuant to the Offer or otherwise) Afplats Shares carrying in aggregate morethan 50 per cent. of the voting rights normally exercisable at a general meetingof Afplats. For the purposes of this condition: 1.1 Afplats Shares which have been unconditionally allotted shallbe deemed to carry the voting rights which they will carry upon issue; 1.2 the expression "Afplats Shares to which the Offer relates"shall be construed in accordance with Schedule 2 of the Interim ImplementationRegulations; and 1.3 valid acceptances shall be deemed to have been received inrespect of Afplats Shares which are treated for the purposes of paragraph 2(15)of the Interim Implementation Regulations as having been acquired or contractedto be acquired by Implats by virtue of acceptances of the Offer; 2 the following conditions having been satisfied: 2.1 to the extent that the acquisition of all the Afplats Shareswould constitute a relevant merger situation within the meaning of section 23 ofthe Enterprise Act 2002 (the "Enterprise Act"): (a) the Office of Fair Trading having indicated in termssatisfactory to Implats that it does not intend in the exercise of its powersunder the Enterprise Act to refer such acquisition or any aspect of it to theCompetition Commission; or (b) where a Merger Notice pursuant to section 96 of theEnterprise Act has been submitted pursuant to the Enterprise Act (MergerPre-notification) Regulations 2003, the period for consideration of the MergerNotice and any extension thereof having expired without the Merger Notice havingbeen rejected or withdrawn or the Office of Fair Trading having issued a noticepursuant to section 97(7) of the Enterprise Act, or the matters covered by suchMerger Notice or any of them having been referred to the Competition Commissionby the Office of Fair Trading, and in either case, the period during which anapplication to the Competition Appeal Tribunal under section 120 of theEnterprise Act for review of any decision (within the meaning of that section)by the Office of Fair Trading in connection with a reference or possiblereference of the acquisition or any aspect of it to the Competition Commissionhaving expired without an application for review having been made. 3 if a request to the European Commission is made by thecompetent authorities of one or more Member States under Article 22(3) ofCouncil Regulation EC 139/2004 (the "Regulation") in relation to the Transactionor any part of it and is accepted by the European Commission: 3.1 the European Commission issuing a decision pursuant to Article 6(1)(b) of the Regulation in terms satisfactory to Implats, declaring that theTransaction or, if applicable, part of the Transaction is compatible with thecommon market; or 3.2 the Transaction or, if applicable, part of the Transaction, beingdeemed to have been declared compatible with the common market under Article 10(6) of the Regulation; and 3.3 to the extent that one or more of the Member States retain(s)jurisdiction over any part(s) of the Transaction, clearance from such MemberState(s) in relation to such part(s) of the Transaction being obtained in a formand in terms satisfactory to Implats; 4 the Competition Tribunal of the Republic of South Africagranting unconditional approval of the Transaction; 5 the Department of Minerals and Energy of the Republic of SouthAfrica granting to any member of the Wider Afplats Group a mining right in termsof section 23 of the Mineral and Petroleum Resources Development Act No. 28 of2002 ("MPRDA") and materially in accordance with the terms of the relevantapplication for such mining right in relation to the minerals (including, butnot limited to, platinum group metals, copper, nickel, gold and chrome) foundin, on or under the Farm Leeuwkop 402JQ property and extensions, and thenotarial execution and lodgement within the prescribed time for registration ofsuch mining right in the Mineral and Petroleum Titles Registration Office interms of Section 25(2) of the MPRDA and the relevant provisions of the MiningTitles Registration Amendment Act No. 24 of 2003; 6 no Third Party having given notice of a decision to take,institute or threaten any action, proceeding, suit, investigation, enquiry orreference, or having required any action to be taken, or otherwise having doneanything, or having enacted, made or proposed any statute, regulation, decisionor order which would: 6.1 make the Offer, its implementation or the acquisition orproposed acquisition of any Afplats Shares by Implats or any member of the WiderImplats Group void, unenforceable or illegal, or restrict, prohibit or delay toa material extent or otherwise materially interfere with the implementation of,or impose material additional conditions or obligations with respect to, orotherwise materially challenge or require material amendment of, the Offer orthe acquisition of any Afplats Shares by Implats or any member of the WiderImplats Group; 6.2 result in a delay in the ability of Implats or any member ofthe Wider Implats Group, or render it unable, to acquire some or all of theAfplats Shares or require a divestiture by Implats or any member of the WiderImplats Group of any shares in Afplats; 6.3 require, prevent or delay the divestiture, or alter the termsenvisaged for any proposed divestiture, by Implats or any member of the WiderImplats Group or by any member of the Wider Afplats Group of all or any materialpart of their respective businesses, assets or properties, or impose anymaterial limitation on their ability to conduct their respective businesses (orany of them) or to own their respective assets or properties or any part ofthem; 6.4 impose any limitation on, or result in a delay in, the abilityof Implats or any member of the Wider Implats Group to acquire or to hold or toexercise effectively, directly or indirectly, all rights of ownership of shares,loans or other securities (or the equivalent) in Afplats or the ability of anymember of the Wider Afplats Group or Implats or any member of the Wider ImplatsGroup to hold or exercise effectively any rights of ownership of shares, loansor other securities in or to exercise management control over, any member of theWider Afplats Group; 6.5 except pursuant to Schedule 2 of the Interim ImplementationRegulations, require any member of the Wider Implats Group or of the WiderAfplats Group to acquire or offer to acquire any shares or other securities (orthe equivalent) in, or any asset owned by, any member of the Wider Afplats Groupowned by any third party; 6.6 result in any member of the Wider Afplats Group ceasing to beable to carry on business under any name which it presently does so; 6.7 impose any limitation on the ability of any member of the WiderImplats Group or the Wider Afplats Group to integrate or co-ordinate thebusiness of any member of the Wider Afplats Group, or any part of it, with thatof any member(s) of the Wider Implats Group and/or any other member of the WiderAfplats Group; 6.8 otherwise adversely affect the business, assets, liabilities,or profits or prospects of any member of the Wider Implats Group or of the WiderAfplats Group, to an extent in any such case which is material in the context ofthe Wider Afplats Group taken as a whole, and all applicable waiting and other time periods during which any such ThirdParty could take, institute or threaten any such action, proceeding, suit,investigation, enquiry or reference or otherwise so intervene having expired,lapsed or been terminated; 7 all necessary notifications and filings having been made inconnection with the Offer and all statutory and regulatory obligations inconnection with the Offer in any jurisdiction having been complied with and allauthorisations, orders, recognitions, grants, consents, clearances,confirmations, certificates, licences, permissions and approvals("Authorisations") deemed necessary or appropriate by Implats in anyjurisdiction for, or in respect of, the Offer and the acquisition or theproposed acquisition of the Afplats Shares by Implats or any member of the WiderImplats Group having been obtained in terms satisfactory to Implats from allappropriate Third Parties, all or any applicable waiting and other time periodshaving expired, lapsed or been terminated (as appropriate) and all suchAuthorisations (together with all Authorisations deemed necessary or appropriateto carry on the business of any member of the Wider Afplats Group) remaining infull force and effect at the time at which the Offer becomes otherwiseunconditional and there being no notice of any intention to revoke, suspend,restrict, amend or not to renew any such Authorisations; 8 save as disclosed in writing to any member of the ImplatsGroup by Afplats prior to the date of this announcement or save as publiclyannounced by or on behalf of Afplats to a Regulatory Information Service priorto the date of this announcement, there being no provision of any materialarrangement, agreement, lease, licence, permit or other instrument to which anymember of the Wider Afplats Group is a party or by or to which any such memberor any of its assets is or may be bound or be subject, which as a consequence ofthe Offer or the acquisition or the proposed acquisition by Implats or anymember of the Wider Implats Group of any shares or other securities (or theequivalent) in Afplats or because of a change in the control or management ofany member of the Wider Afplats Group or otherwise, would result in: 8.1 any monies borrowed by, or any other indebtedness, actual orcontingent, of, any member of the Wider Afplats Group which is not alreadyrepayable on demand being or becoming repayable, or being capable of beingdeclared repayable immediately or prior to their or its stated maturity, orrepayment date, or the ability of any such member to borrow monies or incur anyindebtedness being withdrawn or inhibited; 8.2 the creation or enforcement of any mortgage, charge or othersecurity interest, over the whole or any material part of the business, propertyor assets of any member of the Wider Afplats Group or any such mortgage, chargeor other security interest (whenever arising or having arisen) becomingenforceable; 8.3 any such arrangement, agreement, lease, licence, permit orother instrument being terminated or adversely modified or affected or anyonerous obligation or liability arising or any adverse action being takenthereunder; 8.4 other than in the ordinary course of business, any assets orinterests of any member of the Wider Afplats Group being or falling to bedisposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged; 8.5 any such member of the Wider Afplats Group ceasing to be ableto carry on business under any name under which it presently does so; 8.6 the value or financial or trading position, profits orprospects of Afplats or any member of the Wider Afplats Group being prejudicedor adversely affected; or 8.7 the creation of any liability (actual or contingent) by anymember of the Wider Afplats Group, other than in the ordinary course ofbusiness, in each case, to an extent which is material in the context of the Wider AfplatsGroup taken as a whole; 9 save as disclosed in the Annual Report dated 31 March 2006,publicly announced through a Regulatory Information Service prior to the date ofthis announcement or disclosed in writing to any member of the Implats Group byAfplats prior to the date of this announcement, no member of the Wider AfplatsGroup having since 31 March 2006: 9.1 issued or agreed to issue or authorised or proposed orannounced its intention to authorise or propose the issue of additional sharesof any class, or securities convertible into, or exchangeable for, or rights,warrants or options to subscribe for or acquire, any such shares or convertiblesecurities (save as between Afplats and wholly-owned subsidiaries of Afplats andsave for the issue of Afplats Shares to employees or former employees on theexercise of options granted under, or the grant of options under, the AfplatsShare Option Scheme or save for the issue of Afplats Shares to the holders ofWarrants); 9.2 recommended, declared, paid or made or proposed to recommend,declare, pay or make any bonus issue, dividend or other distribution whetherpayable in cash or otherwise other than dividends (or other distributionswhether payable in cash or otherwise) lawfully paid or made to Afplats oranother member of the Afplats Group; 9.3 (save for intra-Afplats Group transactions) implemented,effected, authorised, proposed or announced its intention to implement, effect,authorise or propose any merger, demerger, reconstruction, amalgamation, scheme,commitment or acquisition or disposal of assets or shares (or the equivalentthereof) in any undertaking or undertakings that is material in the context ofthe Afplats Group taken as a whole or any change in its share or loan capital; 9.4 disposed of, or transferred, mortgaged or created any securityinterest over any asset or any right, title or interest in any asset that ismaterial in the context of the Afplats Group taken as a whole or authorised,proposed or announced any intention to do so; 9.5 issued, authorised or proposed or announced an intention toauthorise or propose, the issue of any debentures or incurred any indebtednessor contingent liability which is material in the context of the Afplats Group asa whole; 9.6 entered into or varied or authorised, proposed or announced itsintention to enter into or vary any contract, arrangement, agreement,transaction or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, unusual or onerous nature or magnitude orwhich involves or is reasonably likely to involve an obligation of such a natureor magnitude which is, in any such case, or which is or is likely to berestrictive on the business of any member of the Wider Afplats Group; 9.7 entered into or varied or authorised, proposed or announced itsintention to enter into or vary the terms of, or make any offer (which remainsopen for acceptance) to enter into or vary the terms of, any service agreementwith any director or, save for salary increases, bonuses or variations of termsin the ordinary course, senior executive of Afplats; 9.8 purchased, redeemed or repaid or announced a proposal topurchase, redeem or repay any of its own shares or other securities (or theequivalent) or reduced or made any other change to or proposed the reduction orother change to any part of its share capital, save for any shares allotted uponthe exercise of options granted under the Afplats Share Option Scheme or asbetween Afplats and wholly-owned subsidiaries of Afplats; 9.9 waived, compromised or settled any claim which is material inthe context of the Afplats Group as a whole otherwise than in the ordinarycourse of business; 9.10 terminated or varied the terms of any agreement or arrangementbetween any member of the Afplats Group and any other person in a manner whichwould or might have a material adverse effect on the financial position orprospects of the Afplats Group taken as a whole; 9.11 (save as disclosed on publicly available registers) made anyalteration to its memorandum or articles of association; 9.12 made or agreed or consented to any significant change to the termsof the trust deeds constituting the pension schemes established for itsdirectors and/or employees and/or their dependants or to the benefits whichaccrue, or to the pensions which are payable, thereunder, or to the basis onwhich qualification for or accrual or entitlement to such benefits or pensionsare calculated or determined or to the basis upon which the liabilities(including pensions) of such pension schemes are funded or made, or agreed orconsented to any change to the trustees involving the appointment of a trustcorporation; 9.13 been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of any business which is material in the context of the WiderAfplats Group taken as a whole; 9.14 taken or proposed any corporate action or had any action orproceedings or other steps instituted against it for its winding-up (voluntaryor otherwise), dissolution or reorganisation or for the appointment of areceiver, administrator, administrative receiver, trustee or similar officer ofall or any material part of its assets or revenues or any analogous proceedingsin any jurisdiction or appointed any analogous person in any jurisdiction; or 9.15 entered into any agreement, arrangement or commitment or passedany resolution or made any proposal or announcement with respect to, or toeffect, any of the transactions, matters or events referred to in this condition9; 10 since 31 March 2006, save as disclosed in the Annual Report, orsave as disclosed in writing to any member of the Wider Implats Group by or onbehalf of Afplats or except as publicly announced by Afplats (by the delivery ofan announcement to a Regulatory Information Service), in each case prior to thedate of this announcement, there having been: 10.1 no adverse change in the business, assets, financial or tradingposition or profits or prospects of any member of the Wider Afplats Group whichis material in the context of the Wider Afplats Group taken as a whole; 10.2 no litigation, arbitration proceedings, prosecution or other legalproceedings having been announced or instituted by or against or remainingoutstanding against or in respect of any member of the Wider Afplats Group andno enquiry or investigation by or complaint or reference to any Third Partyagainst or in respect of any member of the Wider Afplats Group having beenthreatened, announced or instituted or remaining outstanding, against or inrespect of any member of the Wider Afplats Group and which in any such casemight reasonably be expected to have a material adverse effect on the WiderAfplats Group taken as a whole; 10.3 no contingent or other liability having arisen or become apparentto any member of the Wider Implats Group which might reasonably be expected toadversely affect any member of the Wider Afplats Group; or 10.4 no steps having been taken which would or may result in thewithdrawal, cancellation, termination or notification of any licence held by anymember of the Wider Afplats Group which is necessary for the proper carrying onof its business; 11 save as publicly announced by the delivery of an announcementto a Regulatory Information Service prior to the date of this announcement or asotherwise disclosed in the Annual Report or in writing to any member of theWider Implats Group by or on behalf of Afplats prior to the date of thisannouncement, Implats not having discovered: 11.1 that the financial, business or other information concerning theWider Afplats Group publicly announced or disclosed at any time by or on behalfof any member of the Wider Afplats Group is misleading, contains amisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not misleading; 11.2 that any member of the Wider Afplats Group or partnership, companyor other entity in which any member of the Wider Afplats Group has a significanteconomic interest and which is not a subsidiary undertaking of Afplats issubject to any liability, contingent or otherwise; 11.3 that any member of the Wider Afplats Group has failed to complywith any applicable legislation or regulations of any jurisdiction or any noticeor requirement of any Third Party with regard to the storage, disposal,discharge, spillage, release, leak or emission of any waste or hazardous orharmful substance or any substance likely to impair the environment or harmhuman health or otherwise relating to environmental matters or that there hasotherwise been any such storage, disposal, discharge, spillage, release, leak oremission (whether or not the same constituted non-compliance by any person withany such legislation or regulation, and whenever the same may have taken place),any of which non-compliance would be likely to give rise to any materialliability (whether actual or contingent) or cost on the part of Afplats; 11.4 that there is or is likely to be any obligation or liability(whether actual or contingent) to make good, repair, re-instate or clean up anyproperty now or previously owned, occupied, operated or made use of orcontrolled by any member of the Wider Afplats Group under any environmentallegislation, regulation, notice, circular or order of any Third Party orotherwise; 11.5 that circumstances exist (whether as a result of the making of theOffer or otherwise) which might lead to any Third Party instituting or anymember of the Wider Afplats Group might be required to institute, anenvironmental audit or take other steps which in any such case might result inany actual or contingent liability to improve or install new plant or equipmentor make good, repair, re-instate or clean up any land or other asset now orpreviously owned, occupied or made use of by any member of the Wider AfplatsGroup; 11.6 the Wider Afplats Group has not complied with any applicable lawor regulation governing the conduct of its business in any respect; in each case, to an extent which is material in the context of the Wider AfplatsGroup taken as a whole; 12 the exploration rights and/or mining rights currently owned byAfplats and/or its subsidiaries having not been revoked for any reasonswhatsoever and no events having occurred, which would result in revocation of orprejudice continuation of the exploration and mining rights under any laws andregulations, in each case, to an extent which is material in the context of theWider Afplats Group taken as a whole. For the purposes of the conditions set out in this Appendix I: (i) "parent undertaking", "subsidiary undertaking" and"undertaking" have the meanings given by the Companies Act 1985, but for thispurpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act 1985;and (ii) "substantial interest" means a direct or indirect interestin 20 per cent. or more of the voting equity capital of an undertaking. Implats reserves the right to waive, in whole or in part, all or any ofconditions 2 to 12 (inclusive). If Implats is required by the Panel to make an offer for Afplats Shares underthe provisions of Rule 9 of the City Code, Implats may make such alterations toany of the above conditions including condition 1 above, as are necessary tocomply with the provisions of that Rule. The Offer will lapse unless all of the conditions set out above have beenfulfilled or, where permitted, waived or, where appropriate, have beendetermined by Implats to be or remain satisfied, by midnight on the 21st dayafter the later of the first closing date of the Offer and the date on whichcondition 1 is fulfilled (or in each case such later date as Implats may, withthe consent of the Panel, decide). Implats shall be under no obligation to waive(if capable of waiver), to determine to be or remain satisfied or to treat asfulfilled any of conditions 2 to 12 (inclusive), by a date earlier than thelatest date specified above for the fulfilment of that condition. The Offer will lapse if, before the later of 3.00 pm (London time) on the firstclosing date of the Offer and the date when the Offer becomes or is declaredunconditional as to acceptances, the acquisition of Afplats by Implats isreferred to the Competition Commission. If the Offer so lapses, the Offer will cease to be capable of further acceptanceand accepting Afplats Shareholders and Implats shall cease to be bound by Formsof Acceptance submitted before the time when the Offer lapses. Afplats acknowledges that conditions 4 and 5 are material to Implats in thecontext of the Offer and that, consequently, in the event that such conditionsare not fulfilled or, where permitted, waived, by the later of midnight on 5June 2007 and the date on which condition 1 is fulfilled (or in each case suchlater date as Implats may, with the consent of the Panel, decide), Implats may(with the consent of the Panel) be entitled to treat the Offer as having lapsed. The Offer will be governed by English law and will be subject to thejurisdiction of the English courts. The Offer will be subject to the applicablerequirements of the City Code. Afplats Shares will be acquired by Implats fully paid and free from all liens,equitable interests, charges, encumbrances and other third party rights of anynature whatsoever and together with all rights attaching to them, including theright to receive and retain all dividends and distributions (if any) declared,made or payable after the date of this announcement. Implats reserves the right to implement the Offer by way of a Scheme ofArrangement if Implats and Afplats so agree, subject to the consent of thePanel. In such event, the Offer will be implemented on the same terms (subjectto appropriate amendments), so far as applicable, as those which apply to theOffer reflected in this announcement. In particular, condition 1 in Appendix 1would not apply and the Scheme of Arrangement would be subject, amongst otherthings, to the following further conditions, which would not be capable ofwaiver: (a) approval of the Scheme of Arrangement by a majority in number,representing 75 per cent. or more in value present and voting, either in personor by proxy, at a court meeting, or any adjournment thereof; (b) the resolution(s) required to approve and implement the Scheme ofArrangement being duly passed by the requisite majority at an extraordinarygeneral meeting of Afplats Shareholders, or any adjournment thereof; and (c) the sanction (with or without amendments, on terms reasonablyacceptable to Afplats) of the Scheme of Arrangement and confirmation of anyreduction of capital involved therein by the court, and an office copy of theorder of the court sanctioning the Scheme of Arrangement and confirming thereduction of capital involved in the Scheme of Arrangement being delivered forregistration to the Registrar of Companies in England and Wales and being soregistered. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. APPENDIX II SOURCES AND BASES In this announcement: (a) Unless otherwise stated, financial information concerningAfplats has been extracted, without material adjustment, from the interimunaudited results for the period to September 2006. (b) Unless otherwise stated, financial information concerningImplats has been extracted, without material adjustment, from the Implats AnnualReport for the year ended 30 June 2006 or the interim unaudited results for theperiod to December 2006. (c) The value of the entire issued and to be issued share capitalof Afplats is based upon 476.1 million Afplats Shares and 63.2 million optionsand Warrants granted under the Afplats Share Option Scheme with an exerciseprice at or below the Offer price. (d) Unless otherwise stated, all historic share prices quoted forAfplats have been sourced from the Daily Official List and represent closingmiddle market prices for Afplats Shares on the relevant dates. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement unless the contextotherwise requires:Term Definition/Comment"Act" the Companies Act 1985, as amended"ADR" American Depositary Receipt"Afplats" African Platinum plc"Afplats Group" Afplats, its subsidiaries and its subsidiary undertakings (each such term as defined in the Companies Act 1985)"Afplats Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares in the capital of Afplats and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Implats may decide)"Afplats Share Option Scheme" The Share Option Scheme dated 16 May 2002 in terms of which the right to subscribe for shares in Afplats is granted to executive and non-executive directors, employees and consultants"Afplats Shareholders" holder(s) of Afplats Shares "Alternative Investment Market" Alternative Investment Market of the London Stock Exchange "Business Day" a day, not being a Saturday or a Sunday, on which banks in London are typically open for business"City Code" The City Code on Takeovers and Mergers"Competing Proposal" a proposal made by a third party, which is not acting in concert with Implats: (a) of an intention to make an offer (whether or not subject to pre-conditions) for Afplats, pursuant to Rule 2.5 of the City Code; or (b) which involves a change of control of Afplats (other than the acquisition of control by the Implats Group and/or a person acting in concert with Implats) or which involves the disposal of any interest in a substantial part of the business of Afplats"Daily Official List" the Daily Official List of the London Stock Exchange"Facilities Agreement" a facilities agreement dated 15 February 2007 and entered into between Implats and Standard Bank of South Africa Limited"Form of Acceptance" the Form of Acceptance and Authority for use by Afplats Shareholders in connection with the Offer"Implats" Impala Platinum Holdings Limited"Implats Group" Implats, its subsidiaries and its subsidiary undertakings (each such term as defined in the Companies Act 1985)"Interim Implementation Regulations" Takeovers Directive (Interim Implementation) Regulations 2006"JPMorgan Cazenove" JPMorgan Cazenove Limited of 20 Moorgate London, EC2R 6DA, United Kingdom."JSE" JSE Limited, the Johannesburg Stock Exchange"Leeuwkop 402 JQ" the Farm Leeuwkop 402, registration division J.Q., North-West Province measuring 4603, 1957 (four thousand and six hundred and three comma one nine five seven) hectares"Leeuwkop Mine" the mine situated on Leeuwkop 402 JQ and to be further developed by the Afplats Group in order to conduct prospecting and mining operations in respect of platinum group metals and associated minerals"Leeuwkop Phase 1" the exploitation of the UG2 resources only, at a rate of 250,000 tonnes per month from an underground mine, producing 4,000 tonnes of platinum group metals concentrate per month from the onsite concentrator"Leeuwkop Project" or "Leeuwkop" The project to develop and operate a platinum group metals mine on Leeuwkop 402JQ on the basis set out in the competent persons' report compiled by SRK Consulting"London Stock Exchange" or "LSE" the London Stock Exchange plc or its successor"Member State" a member state of the European Union for the time being."Morgan Stanley" Morgan Stanley & Co. Limited of 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom"New Order Mining Permit" a right to mine granted in terms of section 23 (1) of the South African Mineral and Petroleum Resources Development Act (No. 28 of 2002) or an old order mining right converted in terms of Item 7 of Schedule II of the South African Mineral and Petroleum Resources Development Act (No. 28 of 2002)"New Order Prospecting Right" a right to prospect granted in terms of section 17 (1) of the South African Mineral and Petroleum Resources Development Act (No. 28 of 2002) or an old order prospecting right converted in terms of Item 6 of Schedule II of the South African Mineral and Petroleum Resources Development Act (No. 28 of 2002)"Offer" the recommended cash offer to be made by Implats to acquire all the Afplats Shares on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it"Offer Document" the document to be addressed to Afplats Shareholders containing and setting out the terms and conditions of the Offer"Offer Period" the period commencing on (and including 14 February 2007) and ending on whichever of the following dates shall be the latest: (i) 3.00 p.m. on Day 21 of the Offer; (ii) the date on which the Offer lapses; and (iii) the date on which the Offer becomes or is declared unconditional as to acceptances"Offer Value" the price per Afplats Share to be received by Afplats Shareholders pursuant to the Offer multiplied by the number of Afplats Shares in issue at the time of announcement of the Offer"Panel" the Panel on Takeovers and Mergers"Regulatory Information Service" any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements"relevant securities" Afplats Shares, other Afplats share capital and any securities convertible into, or exchangeable for, and rights to subscribe for, any of the foregoing"Sansara" Sansara Financial Services (Pty) Ltd of 65 Central Street, Houghton, Johannesburg, Gauteng, South Africa, 2041"Scheme of Arrangement" a scheme of arrangement under Section 425 of the Companies Act 1985"subsidiary", "subsidiary undertaking", and shall be construed in accordance with the Act (but for"undertaking" this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act)"Third Party" any government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction"Transaction" the proposed acquisition of Afplats Shares by Implats pursuant to the Offer"Transaction Framework Agreement" a transaction framework agreement dated 6 December 2006 and entered into between Implats and Afplats relating to the acquisition by Implats of 29.9 per cent. of Afplats' South African assets"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland"United States" The United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia"Warrants" the 5,719,904 listed warrants with ISIN code GB0031667164 and the 38,100,000 unlisted warrants (including but not limited to the 10,000,000 warrants issued on 24 November 2005 in the terms of an agreement signed between Afplats and Sunrise Financial Group Inc on 19 April 2004), each as issued by Afplats"Western Limb of the Bushveld Igneous Complex" the western portion of a large mafic-ultramafic layered intrusive body located in the North West Province of South Africa, covering a crescent shaped area stretching from Thabazimbi in the North, through Rustenburg in the South and Britz in the East"Wider Afplats Group" Afplats and its subsidiary undertakings, associated undertakings and any other undertaking in which Afplats and/or such undertakings (aggregating their interest) have a significant interest"Wider Implats Group" Implats and its subsidiary undertakings, associated undertakings and any other undertaking in which Implats and/or such undertakings (aggregating their interest) have a significant interest All times referred to are London time unless otherwise stated. This information is provided by RNS The company news service from the London Stock Exchange

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APP.L