30th Mar 2007 07:22
Impala Platinum Hldgs30 March 2007 Impala Platinum Holdings Limited("Implats")(Incorporated in the Republic of South Africa)(Registration No. 1957/001979/06) ISIN: ZAE000083648 JSE Share Code: IMP LSE Share Code: IPLA ADR Code: IMPUY 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. Further to the announcement published on SENS on 16 March 2007, shareholders areadvised herewith of an update with respect to the African Platinum plc Scheme ofArrangement. Enquiries to: Implats David Brown Tel. +27 11 731 9042 Brenda Berlin Tel. +27 11 731 9023 Morgan Stanley & Co Limited (joint financial adviser to Implats) Beth Mandel (SA) Tel. +27 11 507 0800 Peter Bacchus (UK) Tel. +44 207 425 8000 Laurence Hopkins (UK) Tel. +44 207 425 8000 Sansara Financial Services (Pty) Limited (joint financial adviser to Implats) Sean Chilvers Tel. +27 11 718 2307 African Platinum plc - Scheme of ArrangementAfrican Platinum plc30 March 2007 AFRICAN PLATINUM PLC For immediate release 30 March 2007 African Platinum plc (the "Company") Scheme of Arrangement update 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 the entire issued and to be issued share capital of the Company (the "Rule2.5 Announcement"). Implats and the Company agreed, with the consent of thePanel on Takeovers and Mergers, that the Offer would be implemented by way of ascheme of arrangement under section 425 of the Companies Act 1985 (the"Scheme"). On 16 March 2007, a scheme document in relation to the Scheme (the"Scheme Document") was posted to the Scheme Shareholders. In connection with the Scheme, the Company is pleased to announce that thefollowing conditions to the Scheme have been satisfied or waived: (i) theCompetition Tribunal of the Republic of South Africa granting unconditionalapproval of the Proposals; and (ii) the Office of Fair Trading having indicatedin terms satisfactory to Implats that it does not intend in the exercise of itspowers under the Enterprise Act 2002 to refer the Scheme, or any aspect of it,to the Competition Commission. Further, following registration of the relevant prospecting right in the name ofAfplats (Pty) Limited and discussions between Implats and the Department ofMinerals and Energy of the Republic of South Africa ("DME"), Implats isconfident that the required mining right will be granted. Consequently, Implatshas confirmed that it has waived the condition that the DME grant to any memberof the Wider Afplats Group a mining right in terms of section 23 of the Mineraland Petroleum Resources Development Act No. 28 of 2002 and materially inaccordance with the terms of the relevant application for such mining right. The Scheme remains subject to other conditions set out in the Scheme Documentincluding the approval of the Shareholders of the Company at a Court Meeting andExtraordinary General Meeting of the Company convened for 10:00 a.m. and 10:10a.m. (or as soon thereafter as the Court Meeting shall have been concluded oradjourned) respectively on 16 April 2007. Both meetings will be held at theoffices of Simmons & Simmons at CityPoint, One Ropemaker Street, London, EC2Y9SS. The timing of events as set out in the Scheme Document is as follows: 16 April 2007 - Court Meeting and EGM 05 June 2007 - Court Hearing Date 07 June 2007 - Effective Date of the Scheme 07 June 2007 - De-listing of Afplats Shares 21 June 2007 - Latest date for despatch of cheques or for settlement through CREST 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 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 are alsoavailable for inspection at the Financial Services Authority's Document ViewingFacility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS. 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 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. 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 contains 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 and Implats urge the SchemeShareholders, participants in the Afplats Share Option Scheme and the holders ofWarrants to read the Scheme Document because it contains important informationrelating 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 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 - end - This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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