16th Apr 2007 14:14
African Platinum Plc16 April 2007 African Platinum plc - Scheme of ArrangementAfrican Platinum plc16 April 2007 AFRICAN PLATINUM PLC For immediate release 16 April 2007 Recommended Cash Acquisition of African Platinum plc (the "Company") by Impala Platinum Holdings Limited Result of Court Meeting and Extraordinary General Meeting On 16 February 2007, Impala Platinum Holdings Limited ("Implats") announcedthat, 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 theentire issued and to be issued share capital of the Company (the "Rule 2.5Announcement"). Implats and the Company agreed, with the consent of the Panel onTakeovers and Mergers, that the Offer would be implemented by way of a scheme ofarrangement under section 425 of the Companies Act 1985 (the "Scheme"). On 16March 2007, a scheme document in relation to the Scheme (the "Scheme Document")was posted to the Scheme Shareholders. Following the Court Meeting and Extraordinary General Meeting held earlier todayin connection with the Scheme, the Company is pleased to announce that: - at the Court Meeting the Scheme was approved by a majority in number of theScheme Shareholders present and voting (in person or by proxy) representing morethan three-fourths in value of the Scheme Shares present and voting (in personor by proxy). Of those votes cast, 137,141,900 voted to approve the Scheme, with10,500 against; and - at an Extraordinary General Meeting of Afplats Shareholders, which followedimmediately after the conclusion of the Court Meeting, Afplats Shareholdersapproved the special resolution necessary to implement the Scheme. Of thosevotes cast, 162,081,449 voted in favour of the resolution and 20,500 votedagainst. The timing of events as set out in the Scheme Document is as follows: 16 April 2007 - Court Meeting and EGM05 June 2007 - Court Hearing07 June 2007 - Effective Date of the Scheme07 June 2007 - De-listing of Afplats Shares21 June 2007 - Latest date for despatch of cheques or for settlement throughCREST The Company intends to apply to the Court for an order that the Court Hearingcan (subject to the agreement of the Court) be held at a date earlier thanindicated above. If the expected date of the Court Hearing is changed, theCompany will give two weeks written notice of the change to Scheme Shareholders.All Scheme Shareholders have the right to attend the Court Hearing to sanctionthe Scheme. Terms defined in the Scheme Document have the same meanings in thisannouncement. Copies of the resolutions passed at each of the Court Meeting and theExtraordinary General Meeting shall be submitted to the Financial ServicesAuthority today and will be available for inspection at the Financial ServicesAuthority's Document Viewing Facility from tomorrow, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS. Enquiries: African Platinum plcRoy Pitchford Tel. +44 207 389 0500Russell Lamming Tel. +27 11 467 1858Website: www.afplats.com JPMorgan Cazenove Limited (sole financial adviser and corporate broker to theCompany) Ian Hannam Tel. +44 207 588 2828Patrick Magee Tel. +44 207 588 2828Adam Brett Tel. +44 207 588 2828 JPMorgan Cazenove Limited, which is authorised and regulated by the FinancialServices Authority in the United Kingdom, is acting as financial adviser andbroker to the Company in relation to the Proposals and no one else in connectionwith the Proposals and will not be responsible to anyone other than the Companyfor providing the protections afforded to clients of JPMorgan Cazenove Limitednor for providing advice in relation to the Proposals or any other matter orarrangement referred to in this announcement. The Directors accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Directors (whohave taken all reasonable care to ensure that such is the case), the informationcontained in this announcement is in accordance with the facts and does not omitanything likely to affect the import of such information. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore any persons who are subject tothe law of any jurisdiction other than the United Kingdom should informthemselves about, and observe, any applicable requirements. This announcementhas been prepared for the purpose of complying with English law and the Code andthe information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside the United Kingdom. The availability of the Scheme Document to persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Such personsshould inform themselves about and observe any applicable requirements of thosejurisdictions. Notice to shareholders of the Company in the United States: the Proposals relateto the shares of a company incorporated in England and Wales and are proposed tobe implemented by means of a scheme of arrangement provided for under Englishcompany law. A transaction effected by means of a scheme of arrangement is notsubject to the tender offer rules under the United States Securities Act of1933, as amended. Accordingly, the Proposals are subject to the disclosurerequirements and practices applicable in England and Wales to schemes ofarrangement which differ from the disclosure requirements of the tender offerrules under the United States Securities Act of 1933, as amended. Financialinformation included in the relevant documentation will have been prepared inaccordance with accounting standards applicable in the United Kingdom that maynot be comparable to the financial statements of companies in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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