25th Apr 2007 15:04
Impala Platinum Hldgs25 April 2007 Impala Platinum Holdings Limited("Implats")(Incorporated in the Republic of South Africa)(Registration No. 1957/001979/06)ISIN: ZAE000083648JSE Share Code: IMPLSE Share Code: IPLAADR 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 April 2007, shareholders areadvised herewith of the announcement made by African Platinum plc ("Afplats") inrespect of a revised timetable of the Implats recommended cash offer by way of aScheme of Arrangement. Enquiries to: ImplatsDavid Brown Tel. +27 11 731 9042Brenda Berlin Tel. +27 11 731 9023 Morgan Stanley & Co Limited (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 African Platinum plc - Scheme of ArrangementAfrican Platinum plc25 April 2007 AFRICAN PLATINUM PLC For immediate release 25 April 2007 Recommended Cash AcquisitionofAfrican Platinum plc (the "Company")byImpala Platinum Holdings LimitedScheme 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 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 Panelon Takeovers and Mergers, that the Offer would be implemented by way of a schemeof arrangement under section 425 of the Companies Act 1985 (the "Scheme"). On16 March 2007, a scheme document in relation to the Scheme (the "Scheme Document") was posted to the Scheme Shareholders. On 16 April 2007, the Scheme was approved at the Court Meeting by a majority innumber of the Scheme Shareholders present and voting (in person or by proxy)representing more than three-fourths in value of the Scheme Shares present andvoting (in person or by proxy). Further, at an Extraordinary General Meetingheld immediately after the conclusion of the Court Meeting, Afplats Shareholdersapproved the special resolution necessary to implement the Scheme. The Company is pleased to announce that, having obtained the agreement of theCourt, the timetable of the Scheme has been revised and that a letter inrelation to the revised timetable is being posted today to Afplats Shareholdersand participants in the Afplats Share Option Scheme and the holders of Warrants. The revised timing of events is as follows: 10 May 2007 - Court Hearing14 May 2007 - Effective Date of the Scheme14 May 2007 - De-listing of Afplats Shares28 May 2007 - Latest date for despatch of cheques or for settlement throughCREST 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 and subsequent letter to shareholder are availablefor inspection during normal business hours on any business day at the officesof Simmons & Simmons at CityPoint, One Ropemaker Street, London, EC2Y 9SS up toand including (i) the Effective Date or (ii) the date that the Scheme lapses oris withdrawn, whichever of (i) and (ii) is the earlier. Copies of the SchemeDocument are also available for inspection at the Financial Services Authority'sDocument Viewing Facility, 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. -end- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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