16th Mar 2007 14:19
African Platinum Plc16 March 2007 African Platinum plc - Scheme of ArrangementAfrican Platinum plc16 March 2007 AFRICAN PLATINUM PLC For immediate release 16 March 2007 African Platinum plc (the "Company") Scheme Document posted to shareholders 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"). Under the further terms of the Offer set out in the Rule 2.5Announcement, Implats reserved the right to implement the Offer by way of ascheme of arrangement under section 425 of the Companies Act 1985 (the "Scheme"), subject to obtaining the agreement of the Company and the consent of thePanel on Takeovers and Mergers (the "Panel"). Following agreement betweenImplats and the Company to implement the Offer by way of the Scheme and receiptof the consent of the Panel to do so, the Company announces that a schemedocument in relation to the Scheme (the "Scheme Document") is being posted tothe Scheme Shareholders today. The Scheme is conditional upon, among other things, the Department of Mineralsand Energy of the Republic of South Africa granting to any member of the WiderAfplats Group a mining right in terms of section 23 of the Mineral and PetroleumResources Development Act No. 28 of 2002 and materially in accordance with theterms of the relevant application for such mining right. An application for aNew Order Mining Permit was submitted to the Department of Minerals and Energyof the Republic of South Africa in February 2006. Since the date of the Rule 2.5Announcement, discussions have taken place between the Company and the Pretoriaoffice of the Department of Minerals and Energy about the processing of theapplication of the New Order Mining Permit. Whilst there is no certainty as totiming, the directors of the Company believe that the New Order Mining Permitshould be granted within two months of the date hereof. The Court Meeting and Extraordinary General Meeting in relation to the Schemehave been convened for 10:00 a.m. and 10:10 a.m. (or as soon thereafter as theCourt Meeting shall have been concluded or adjourned) respectively on 16 April2007. Both meetings will be held at the offices of Simmons & Simmons atCityPoint, One Ropemaker Street, London, EC2Y 9SS. A full description of theexpected timetable of principal events, the terms and conditions of the Schemeand the action to be taken by Scheme Shareholders are set out in the SchemeDocument. As described in the Scheme Document, the Scheme will require theapproval of Scheme Shareholders at the Court Meeting, the passing of aresolution by Scheme Shareholders at the Extraordinary General Meeting and thesanction of the Scheme by the Court. Copies of the Scheme Document are available for inspection during normalbusiness hours on any business day at the offices of Simmons & Simmons atCityPoint, One Ropemaker Street, London, EC2Y 9SS up to and including (i) theEffective 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 havealso been submitted to the Financial Services Authority and the London StockExchange and will shortly be available for inspection at the Financial ServicesAuthority's Document Viewing Facility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS. Application will be made for the Ordinary Shares to be suspended from trading onthe Alternative Investment Market of the London Stock Exchange ("AIM") witheffect from 7.30 a.m. on the Effective Date. Application will also be made forthe Ordinary Shares to cease to be admitted to trading on AIM from the samedate. 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 whichthe Court sanctions the Scheme and the reduction of capital involved therein.The Company hopes that the Conditions to the Scheme can be satisfied or (ifcapable of waiver) waived so that the Court Hearing to sanction the Scheme andthe reduction of capital involved therein can (subject to the agreement of theCourt) be held at an earlier date. If the expected date of the Court Hearing ischanged, the Company will give two weeks written notice of such change to SchemeShareholders. Terms defined in the Scheme Document have the same meanings in thisannouncement. 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 theCompany) 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 FinancialServices Authority in the United Kingdom, is acting as financial adviser andbroker to Afplats in relation to the Proposals and no one else in connectionwith the Proposals and will not be responsible to anyone other than Afplats forproviding the protections afforded to clients of JPMorgan Cazenove Limited norfor providing advice in relation to the Proposals or any other matter orarrangement referred to in this announcement. Morgan Stanley & Co. Limited is acting for Implats and no one else in relationto the Proposals and will not be responsible to anyone other than Implats forproviding the protections afforded to clients of Morgan Stanley & Co. Limitednor for providing advice in relation to the Proposals or any other matter orarrangement referred to in this announcement. Sansara Financial Services (Pty) Ltd is acting for Implats and no one else inrelation to the Proposals and will not be responsible to anyone other thanImplats for providing the protections afforded to clients of Sansara FinancialServices (Pty) Ltd nor for providing advice in relation to the Proposals or anyother matter or arrangement referred to in this announcement. This announcement is not intended to and does not constitute an offer orinvitation to purchase any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the Proposals or otherwise. Only theScheme Document will contain the full terms and conditions of the Proposals,including details of how to vote in favour of the Scheme. Any acceptance orother responses to the Scheme should be made only on the basis of theinformation in the Scheme Document. The Company has prepared the SchemeDocumentation to be distributed to the Scheme Shareholders and to participantsin the Afplats Share Option Scheme and the holders of Warrants. The Company andImplats urge the Scheme Shareholders, participants in the Afplats Share OptionScheme and the holders of Warrants to read the Scheme Document because it willcontain important information relating to the Proposals. 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 has 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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