RNS Number:3771R
Impala Platinum Hldgs
16 February 2007
Impala Platinum Holdings Limited
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in or into
Canada, Australia or Japan or any other jurisdiction where to do so would
constitute 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 African
Platinum plc ("Afplats") announce that they have agreed the terms of a
recommended cash offer for the entire issued and to be issued share capital of
Afplats.
* Implats considers the acquisition of Afplats to be an attractive
opportunity to acquire one of the largest remaining resources in the Western
Limb of the Bushveld Igneous Complex and follows naturally from the strategic
partnership agreement entered into with Afplats in December 2006.
* Implats currently intends to implement the Offer by means of a
recommended cash offer for Afplats. However, Implats reserves the right, in its
sole discretion, to implement the Offer via a Scheme of Arrangement.
* The Offer values each Afplats Share at 55 pence and the entire issued
and 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 40.75
pence per Afplats Share on 13 February 2007, the last Business Day prior to the
announcement that Implats and Afplats were in discussions;
- approximately 52 per cent. to the average daily closing price of 36.30
pence 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 34.00
pence per Afplats Share on 8 December 2006, the last Business Day prior to the
announcement that Implats and Afplats had entered into the Transaction Framework
Agreement.
* 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 its financial advice, JPMorgan Cazenove has taken into account the
directors of Afplats' commercial assessments. The directors of Afplats
unanimously recommend that Afplats Shareholders accept the Offer as they have
irrevocably undertaken to do in respect of their own Afplats Shares.
* Implats has received irrevocable undertakings to accept the Offer from
all of the directors of Afplats in relation to their entire existing holdings,
amounting to 1,321,429 Afplats Shares. Subject to certain conditions, Implats
has also received irrevocable undertakings to accept the Offer from North Sound
Legacy International Ltd. in relation to 42,344,977 Afplats Shares and North
Sound Legacy Institutional Fund LLC in relation to 14,114,993 Afplats Shares.
Implats has received certain additional irrevocable undertakings to accept the
Offer from CGT Management Ltd. in relation to 43,500,000 Afplats Shares. In
total, including the irrevocable undertakings given by the directors of Afplats,
Implats has received irrevocable undertakings representing approximately 21.3
per cent of the current issued share capital of Afplats.
* Commenting on today's announcement, David Brown, Chief Executive of
Implats, 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 entered
into with Afplats and represents an attractive opportunity for Implats to
participate in the development of one of the largest remaining resources in the
Western Limb of the Bushveld Igneous Complex. The acquisition will contribute
directly to our strategy and vision and is the first building block in our plans
for the next phase of growth to 2.8 million ounces of platinum per annum and
creating sustainable long term value".
* Roy Pitchford, Chief Executive of Afplats, added:
"Afplats has an exciting portfolio of assets, in particular our flagship
Leeuwkop project. However developing that asset will require significant
investment and returns on this investment will take several years. The offer
from Implats, at a significant premium to Afplats' current and historic share
price, removes the uncertainties inherent in such an investment for Afplats
shareholders, who will be achieving a significant and certain return on their
investment immediately. I am very pleased to be able to announce this offer and
to recommend it to our shareholders".
This summary should be read in conjunction with the full text of the attached
announcement. The conditions to and certain further terms of the Offer are set
out in Appendix I to the following announcement and will be set out in the Offer
Document. Appendix II contains information on sources and bases used in this
summary and the following announcement. Appendix III contains definitions of
certain terms used in this summary and the following announcement.
Enquiries to:
Implats
David Brown Tel. +27 11 731 9042
Brenda Berlin Tel. +27 11 731 9023
Morgan Stanley & Co Limited ("Morgan Stanley") (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 ("Sansara") (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 0500
Russell Lamming Tel. +44 207 389 0500
JPMorgan Cazenove (sole financial adviser and corporate broker to Afplats)
Ian Hannam Tel. +44 207 588 2828
Patrick Magee Tel. +44 207 588 2828
Adam Brett Tel. +44 207 588 2828
This announcement does not constitute, or form part of, any offer for, or
invitation to sell or purchase, or any solicitation of any offer for, securities
pursuant to the Offer or otherwise. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Afplats Shares, the Form of
Acceptance accompanying the Offer Document. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document and, in respect of certificated Afplats Shares, the Form of
Acceptance which Implats intends to despatch to Afplats Shareholders and, for
information only, to holders of options under the Afplats Share Option Scheme
and to holders of Warrants and which will contain the full terms and conditions
of the Offer, including details of how the Offer may be accepted.
The directors of Implats accept responsibility for the information contained in
this announcement, other than that relating to the recommendation of the Offer
by the directors of Afplats and their associated opinions and the information
relating to the Wider Afplats Group, the directors of Afplats and members of
their immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the directors of Implats (who have taken all
reasonable care to ensure this is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The directors of Afplats accept responsibility for all the information contained
in this announcement relating to the recommendation of the Offer by the
directors of Afplats including their views, opinions and recommendations and the
information relating to the Wider Afplats Group, the directors of Afplats and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of Afplats (who
have taken all reasonable care to ensure this is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Morgan Stanley is acting for Implats and no one else in connection with the
Offer and will not be responsible to anyone other than Implats for providing the
protections afforded to clients of Morgan Stanley nor for giving advice in
relation to the Offer.
Sansara is acting for Implats and no one else in connection with the Offer and
will not be responsible to anyone other than Implats for providing the
protections afforded to clients of Sansara nor for giving advice in relation to
the Offer.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Afplats and no one else in
connection with the Offer and will not be responsible to anyone other than
Afplats for providing the protections afforded to clients of JPMorgan Cazenove
nor for giving advice in relation to the Offer.
The availability of the Offer to Afplats Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located or of which they are citizens. Persons
who are not resident in or citizens of the United Kingdom or who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable legal or regulatory requirements
of their jurisdictions. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. Further details in
relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Implats and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails of, or by any means or instrumentality (including,
without limitation, by mail, telephonically or electronically by way of internet
or otherwise) of interstate or foreign commerce of, or by any facilities of a
national, state or other securities exchange of, Canada, Australia or Japan, or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction, and the Offer may not be accepted by any other such
use, means, instrumentality or facility from or within Canada, Australia, Japan,
or any such jurisdiction and doing so may render invalid any purported
acceptance of the Offer. Accordingly, unless otherwise determined by Implats and
permitted by applicable law and regulation, copies of this announcement and any
other documents related to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into Canada, Australia, Japan, or
any other such jurisdiction. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and must not mail or otherwise forward, send or distribute this
announcement in, into or from Canada, Australia, Japan, or any other such
jurisdiction.
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 at
close of business on 15th February 2007, it had the following relevant
securities in issue:
- 476,122,353 ordinary shares of 0.1p each with ISIN code
GB0031664823.
- 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 options
outstanding.
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 or
indirectly) in 1 per cent. or more of any class of "relevant securities" of
Afplats, all "dealings" in any "relevant securities" of Afplats (including by
means 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 relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Afplats, 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 "relevant
securities" 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 the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0)20 7382 9026; Fax +44 (0)20 7638 1554.
Forward looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Implats and/or Afplats. Generally, the words "will", "may", "should", "continue
", "believes", "expects", "intends", "anticipates" or similar expressions
identify forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Each of Implats and Afplats assume no obligation,
and do not intend, to update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as required
pursuant to applicable law.
The Offer in the United States is made solely by Implats. Neither Morgan Stanley
nor Sansara, nor any of their affiliates, is making the Offer in the United
States.
FOR IMMEDIATE RELEASE
16 February 2007
Not for release, publication or distribution, in whole or in part, in or into
Canada, Australia or Japan or any other jurisdiction where to do so would
constitute 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 a
recommended cash offer for the entire issued and to be issued share capital of
Afplats.
Implats currently intends to implement the Offer by means of a recommended cash
offer 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 its
financial advice, JPMorgan Cazenove has taken into account the directors of
Afplats' commercial assessments. Accordingly, the directors of Afplats intend
unanimously to recommend that Afplats Shareholders accept the Offer as they have
irrevocably 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 the
conditions set out below and in Appendix I, and to be set out in the Offer
Document and, in the case of certificated Afplats Shares, the accompanying Form
of 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 at
approximately #297 million. The Offer represents a premium of:
- approximately 35 per cent. to the closing middle-market price of 40.75
pence per Afplats Share on 13 February 2007, the last Business Day prior to the
announcement that Implats and Afplats were in discussions;
- approximately 52 per cent. to the average daily closing price of 36.30
pence 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 34.00
pence per Afplats Share on 8 December 2006, the last Business Day prior to the
announcement that Implats and Afplats had entered into the Transaction Framework
Agreement.
The Offer will extend, subject to the terms and conditions to be set out in the
Offer Document and, in the case of certificated Afplats Shares, the Form of
Acceptance, to all Afplats Shares unconditionally allotted or issued on the date
on which the Offer is made and any further Afplats Shares unconditionally
allotted or issued while the Offer remains open for acceptance (or such earlier
date as Implats may, subject to the City Code, decide).
The Afplats Shares will be acquired by Implats pursuant to the Offer fully paid
and free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other interests of any nature whatsoever and together with
all rights now or hereafter attaching thereto, including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid on or after the date of this
announcement.
3. Background to and reasons for the Offer
The board of Implats is very pleased to have reached agreement with the board of
Afplats on a cash offer for Afplats, and believes that the Offer represents
attractive value for Afplats Shareholders, and fully reflects the potential of
the Leeuwkop Project.
The board of Implats considers the acquisition of Afplats to be an attractive
opportunity to acquire one of the largest remaining resources in the Western
Limb of the Bushveld Igneous Complex and follows naturally from the Transaction
Framework Agreement, as announced on 11 December 2006 ("Transaction Framework
Agreement").
Implats believes that under its ownership and management, Implats' technical
expertise and financial resources can be brought to bear to more effectively
implement the future development of the Leeuwkop Mine. Furthermore, Implats
believes that an acquisition of Afplats is consistent with its strategy and
vision of delivering strong returns through creating sustainable long term value
from an attractive ore body.
Under the Transaction Framework Agreement, Implats has the right to acquire 29.9
per cent. of Afplats' South African assets. It is Implats' current intention
that, notwithstanding the proposed Offer, this transaction will continue to be
implemented 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 attractive
opportunity for Afplats Shareholders. The Offer is at a significant premium to
the recent Afplats share price, as detailed above, as well as a premium of
approximately 28 per cent. to Afplats' all time high share price, prior to
commencement of the Offer Period.
Whilst the board of Afplats believes that Leeuwkop is an exciting project, it
requires significant investment and returns on this investment will take several
years. In addition to the implementation risks that are characteristic in
developing a mining project like Leeuwkop, commodity markets have historically
been subject to considerable cyclicality.
Against this background, the cash Offer from Implats allows Afplats Shareholders
to crystallise value at a level which the board of Afplats believes represents
fair value for the business. By accepting Implats' Offer, Afplats Shareholders
are achieving a significant return on their investment, whilst exiting the risk
exposure inherent in such a major development project.
The board of Afplats, therefore unanimously intends to recommend to Afplats
Shareholders to accept the Offer as being in the best interests of Afplats
Shareholders 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, the
directors of Afplats intend to recommend unanimously that holders of Afplats
Shares accept the Offer as the directors of Afplats have irrevocably undertaken
to do in respect of their entire holdings representing 1,321,429 Afplats Shares.
In providing its financial advice, JPMorgan Cazenove has taken into account the
directors of Afplats' commercial assessments.
6. Irrevocable undertakings and holdings of Afplats Shares
Implats has received irrevocable undertakings to accept the Offer from all of
the directors of Afplats in relation to their entire existing holdings,
amounting to 1,321,429 Afplats Shares, representing approximately 0.3 per cent
of the issued share capital of Afplats. Each irrevocable undertaking from the
directors of Afplats is binding, even if a higher competing offer is announced
by a third party, unless the Offer lapses or is withdrawn.
Implats has also received irrevocable undertakings to accept the Offer from
North Sound Legacy International Ltd. in relation to 42,344,977 Afplats Shares,
North Sound Legacy Institutional Fund LLC in relation to 14,114,993 Afplats
Shares and CGT Management Ltd. in relation to 43,500,000 Afplats Shares, in
aggregate representing approximately 21.0 per cent of the issued share capital
of Afplats. Subject to certain further conditions, the undertaking will cease to
be binding in the event of a general offer for the ordinary shares of Afplats
made by a third party where the value of consideration per Afplats Share
available at the time such offer is announced exceeds the value of consideration
per Afplats Share of 55 pence under the Offer by ten per cent. or more (in each
case of the undertakings from North Sound Legacy International Ltd. and North
Sound Legacy Institutional Fund LLC) or five per cent. or more (in the case of
the undertaking from CGT Management Ltd.).
In total, including the irrevocable undertakings given by the directors of
Afplats, Implats has received irrevocable undertakings representing
approximately 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, and
expects to produce in excess of 2 million ounces of platinum this year. Implats
has operations in South Africa and Zimbabwe and exploration projects in South
Africa, Zimbabwe, North America and Madagascar. Implats employs approximately
31,500 people. Implats is listed on the JSE and the LSE and trades as a
sponsored 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: R4,223
million) representing a margin of 42 per cent. (2005: 34 per cent. margin).
Implats' interim unaudited results for the period to 31 December 2006 were
announced 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 six
month period was R4,393 million (2005: R1,826 million) and basic earnings per
share for the period were 824 cents, up 139 per cent. over the 2005 comparable
period.
8. Information on Afplats
Afplats is an exploration and development business focused on the platinum group
metals trading on the Alternative Investment Market of the London Stock
Exchange. Afplats has three principal South African operating companies in which
it holds more than 20 per cent. of the equity, Afplats (Pty) Ltd, Imbasa
Platinum (Pty) Ltd and Inkosi Platinum (Pty) Ltd. Afplats' primary asset is
Afplats (Pty) Ltd, the entity which holds the prospecting permit to the Leeuwkop
Project on the western limb of South Africa's Bushveld Complex. The Leeuwkop
Project is situated approximately 15 kilometres west of the town of Brits in the
North West Province of South Africa.
Afplats has made substantial progress towards developing the Leeuwkop Phase 1
project. Post the definitive feasibility study, announced in February 2006,
Afplats signed a ten year offtake agreement with Implats and an independent
Competent Person's Report, completed by SRK Consulting, confirmed the robust
economics of the project. In October 2006 a New Order Prospecting Right was
granted to Afplats on the farm Leeuwkop 402 JQ. An application for a New Order
Mining Permit has been submitted to the South African Department of Minerals and
Energy and, whilst there is no certainty as to timing, the directors of Afplats
believe that the permit should be granted within three months of the date of
this announcement.
In December 2006, Afplats entered into the Transaction Framework Agreement with
Implats, whereby Implats would invest in Afplats' South African assets as a
strategic partner holding 29.9 per cent. of the equity, securing the initial
funding and validating the technical and commercial viability of the Leeuwkop
Project.
Afplats' interim unaudited results for the period to 30 September 2006 were
announced on 11 December 2006. These showed revenues of #0 (2005: #0) with
operating loss of #2.6 million (2005: #1.7 million). Capital expenditure of #0.8
million (2005: #4.1 million) was within budget.
9. Management and employees
Implats attaches great importance to the skills and experience of the existing
management and employees of Afplats. Implats has given assurances to Afplats
that, if the Offer becomes or is declared unconditional in all respects, the
existing employment rights, including pension rights, of the management and
employees 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 the
implementation of the Offer and contains certain assurances from and
confirmations between the parties. The Implementation Agreement further provides
for an inducement fee to be payable by Afplats to Implats in certain
circumstances, as well as non-solicitation covenants from Afplats.
10.1 Inducement Fee
In the Implementation Agreement, Afplats has agreed to pay Implats an inducement
fee equal to #2,800,000 (or, if lower, one per cent. of the Offer Value) in the
event that:
(a) an announcement is made by a third party of an intention to make an
offer for Afplats pursuant to Rule 2.5 of the City Code or a proposal is made
for a change in control of Afplats or a disposal of an interest in a material
part of Afplats' business and such offer or proposal or any such other offer or
proposal announced by a third party within 120 days of the announcement of the
Offer subsequently becomes or is declared unconditional in all respects or is
completed; or
(b) the directors of Afplats withdraw, or adversely modify or qualify
their recommendation to the Offer or withdraw from, delay or fail to take other
appropriate and necessary steps to implement an acquisition of Afplats Shares by
Implats by way of Scheme of Arrangement.
10.2 Non-solicitation
In the Implementation Agreement, Afplats has undertaken to Implats that it will
not solicit, initiate or otherwise seek to procure any Competing Proposal.
Afplats has also agreed promptly to notify Implats in the event that it becomes
aware of any Competing Proposal or of any significant work being undertaken by
any person to prepare a Competing Proposal together, in each case, with any
material details it has of the Competing Proposal, the persons involved and the
timetable to which they are working, and shall keep Implats promptly informed as
to significant developments with respect to such Competing Proposal or work
being undertaken in preparation for a Competing Proposal subsequent to the
initial notification; and it receives a request from any third party pursuant to
Rule 20.2 of the City Code and in such event Afplats has agreed that it shall
not in any way assist the person requesting the information to refine or
supplement the request and in complying with such request, shall provide only
such information (and in the same form) as it has previously provided to Implats
and 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 issued
fully paid (or credited as fully paid) prior to the date on which the Offer
closes (or such earlier date as Implats may, subject to the rules of the City
Code, decide), including shares issued pursuant to the exercise of options
granted under the Afplats Share Option Scheme and the exercise of Warrants.
Appropriate proposals will be made in due course to participants in the Afplats
Share Option Scheme and holders of Warrants to the extent that the same remain
unexercised. The Offer extended to the holders of options under the Afplats
Share Option Scheme and/or Warrants will also be subject to the conditions and
further terms set out in Appendix I to this announcement and to the further
terms which will be set out in full in the Offer Document and, in respect of
certificated Afplats Shares, the accompanying Form of Acceptance.
12. Overseas shareholders
The availability of the Offer to Afplats Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located or of which they are citizens. Afplats
Shareholders who are not resident in or citizens of the United Kingdom should
inform themselves about, and observe, any applicable legal or regulatory
requirements of their jurisdictions. Further details in relation to overseas
shareholders will be contained in the Offer Document.
Notwithstanding the foregoing, Implats retains the right to permit the Offer to
be 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 be
undertaken in compliance with applicable law and regulation.
13. Interests in Afplats
As at 15 February 2007, the last practicable Business Day prior to this
announcement, neither Implats nor, so far as Implats is aware, any person acting
in concert with Implats, had an interest in or right to subscribe for relevant
securities of Afplats or had any short position in relation to relevant
securities of Afplats (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Afplats.
14. Compulsory acquisition, delisting, cancellation of trading and
re-registration
After the Offer becomes or is declared unconditional in all respects or, if the
transaction is implemented by way of a Scheme of Arrangement, the Scheme of
Arrangement becomes effective and Implats has by virtue of its shareholdings and
acceptances of the Offer acquired, or agreed to acquire, issued share capital
representing at least 75 per cent. of the voting rights of Afplats, Implats
intends to procure the making of an application by Afplats to delist the Afplats
Shares from the Alternative Investment Market and/or the cancellation of trading
on the London Stock Exchange's market for listed securities. It is anticipated
that cancellation of listing and trading will take effect no earlier than 20
Business Days after the Offer becomes unconditional in all respects. Delisting
would significantly reduce the liquidity and marketability of any Afplats Shares
not assented to the Offer.
If Implats receives acceptances under the Offer in respect of, and/or otherwise
acquires, 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 sections
428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily the
remaining Afplats Shares.
15. General
The Offer will be on the terms and subject to the conditions set out herein and
in Appendix I, and to be set out in the Offer Document and, in respect of
certificated Afplats Shares, the Form of Acceptance. The formal Offer Document
will be sent to Afplats Shareholders and made available, for information only,
to participants in the Afplats Share Option Scheme and holders of Warrants, as
soon as possible and, in any event, within 28 days of the date of this
announcement unless agreed otherwise with the Panel. Appendix II contains
information on sources and bases used in this announcement. Appendix III
contains definitions of certain terms used in this announcement.
16. Financing of the Offer
The Offer is being financed through new banking facilities provided by The
Standard Bank of South Africa Limited, acting through its Corporate and
Investment Banking Division, pursuant to the Facilities Agreement, sufficient to
enable Implats to satisfy in full the cash consideration payable to Afplats
Shareholders and otherwise to fulfil its commitments under the terms of the
Offer. Morgan Stanley is satisfied that sufficient financial resources are
available to Implats to satisfy the maximum cash consideration that would be
payable 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 of
this announcement.
For the avoidance of doubt, the following conditions are considered to be
material to Implats in the context of the Offer:
17.1 the Competition Tribunal of the Republic of South Africa granting
unconditional approval of the Transaction; and
17.2 the Department of Minerals and Energy of the Republic of South Africa
granting to any member of the Wider Afplats Group a mining right in terms of
section 23 of the Mineral and Petroleum Resources Development Act No. 28 of 2002
("MPRDA") and materially in accordance with the terms of the relevant
application for such mining right in relation to the minerals (including, but
not limited to, platinum group metals, copper, nickel, gold and chrome) found
in, on or under the Farm Leeuwkop 402JQ property and extensions, and the
notarial execution and lodgement, within the prescribed time for registration,
of such mining right in the Mineral and Petroleum Titles Registration Office in
terms of Section 25(2) of the MPRDA and the relevant provisions of the Mining
Titles 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 the
consent of the Panel) be entitled to treat the Offer as having lapsed.
Enquiries to:
Implats
David Brown Tel. +27 11 731 9042
Brenda Berlin Tel. +27 11 731 9023
Morgan Stanley (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
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 0500
Russell Lamming Tel. +44 207 389 0500
JPMorgan Cazenove (sole financial adviser and corporate broker to Afplats)
Ian Hannam Tel. +44 207 588 2828
Patrick Magee Tel. +44 207 588 2828
Adam Brett Tel. +44 207 588 2828
This announcement does not constitute, or form part of, any offer for, or
invitation to sell or purchase, or any solicitation of any offer for, securities
pursuant to the Offer or otherwise. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Afplats Shares, the Form of
Acceptance accompanying the Offer Document. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document and, in respect of certificated Afplats Shares, the Form of
Acceptance which Implats intends to despatch to Afplats Shareholders and, for
information only, to holders of options under the Afplats Share Option Scheme
and to holders of Warrants and which will contain the full terms and conditions
of the Offer, including details of how the Offer may be accepted.
The directors of Implats accept responsibility for the information contained in
this announcement, other than that relating to the recommendation of the Offer
by the directors of Afplats and their associated opinions and the information
relating to the Wider Afplats Group, the directors of Afplats and members of
their immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the directors of Implats (who have taken all
reasonable care to ensure this is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The directors of Afplats accept responsibility for all the information contained
in this announcement relating to the recommendation of the Offer by the
directors of Afplats including their views, opinions and recommendations and the
information relating to the Wider Afplats Group, the directors of Afplats and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of Afplats (who
have taken all reasonable care to ensure this is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Morgan Stanley is acting for Implats and no one else in connection with the
Offer and will not be responsible to anyone other than Implats for providing the
protections afforded to clients of Morgan Stanley nor for giving advice in
relation to the Offer.
Sansara is acting for Implats and no one else in connection with the Offer and
will not be responsible to anyone other than Implats for providing the
protections afforded to clients of Sansara nor for giving advice in relation to
the Offer.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Afplats and no one else in
connection with the Offer and will not be responsible to anyone other than
Afplats for providing the protections afforded to clients of JPMorgan Cazenove
nor for giving advice in relation to the Offer.
The availability of the Offer to Afplats Shareholders who are not resident in
and citizens of the United Kingdom, may be affected by the laws of the relevant
jurisdiction in which they are located or of which they are resident. Persons
who are not resident in or citizens of the United Kingdom or who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable legal or regulatory requirements
of their jurisdiction. Any person (including nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the Offer
Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. Further details in
relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Implats and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails of, or by any means or instrumentality (including,
without limitation, by mail, telephonically or electronically by way of internet
or otherwise) of interstate or foreign commerce of, or by any facilities of a
national, state or other securities exchange of, Canada, Australia or Japan, or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction, and the Offer may not be accepted by any other such
use, means, instrumentality or facility from or within Canada, Australia, Japan,
or any such jurisdiction and doing so may render invalid any purported
acceptance of the Offer. Accordingly, unless otherwise determined by Implats and
permitted by applicable law and regulation, copies of this announcement and any
other documents related to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into Canada, Australia, Japan, or
any other such jurisdiction. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and must not mail or otherwise forward, send or distribute this
announcement in, into or from Canada, Australia, Japan, or any other such
jurisdiction.
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 at
close of business on 15th February 2007, it had the following relevant
securities in issue:
- 476,122,353 ordinary shares of 0.1p each with ISIN code
GB0031664823.
- 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 options
outstanding..
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" of
Afplats (including by means 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 relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Afplats, 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 "relevant
securities" 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 the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0)20 7382 9026; Fax +44 (0)20 7638 1554.
Forward looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Implats and/or Afplats. Generally, the words "will", "may", "should", "continue
", "believes", "expects", "intends", "anticipates" or similar expressions
identify forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Each of Implats and Afplats assume no obligation
and do not intend to update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as required
pursuant 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 City
Code, will be governed by English law and will be subject to the jurisdiction of
the courts of England. In addition, it will be subject to the terms and
conditions 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, where
permitted, withdrawn) by no later than 1.00 p.m. on 6 April 2007 (or such later
time(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 as
Implats may decide) of the Afplats Shares to which the Offer relates and not
less 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 any
member of the Implats Group shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) Afplats Shares carrying in aggregate more
than 50 per cent. of the voting rights normally exercisable at a general meeting
of Afplats. For the purposes of this condition:
1.1 Afplats Shares which have been unconditionally allotted shall
be 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 Implementation
Regulations; and
1.3 valid acceptances shall be deemed to have been received in
respect of Afplats Shares which are treated for the purposes of paragraph 2(15)
of the Interim Implementation Regulations as having been acquired or contracted
to 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 Shares
would constitute a relevant merger situation within the meaning of section 23 of
the Enterprise Act 2002 (the "Enterprise Act"):
(a) the Office of Fair Trading having indicated in terms
satisfactory to Implats that it does not intend in the exercise of its powers
under the Enterprise Act to refer such acquisition or any aspect of it to the
Competition Commission; or
(b) where a Merger Notice pursuant to section 96 of the
Enterprise Act has been submitted pursuant to the Enterprise Act (Merger
Pre-notification) Regulations 2003, the period for consideration of the Merger
Notice and any extension thereof having expired without the Merger Notice having
been rejected or withdrawn or the Office of Fair Trading having issued a notice
pursuant to section 97(7) of the Enterprise Act, or the matters covered by such
Merger Notice or any of them having been referred to the Competition Commission
by the Office of Fair Trading, and in either case, the period during which an
application to the Competition Appeal Tribunal under section 120 of the
Enterprise Act for review of any decision (within the meaning of that section)
by the Office of Fair Trading in connection with a reference or possible
reference of the acquisition or any aspect of it to the Competition Commission
having expired without an application for review having been made.
3 if a request to the European Commission is made by the
competent authorities of one or more Member States under Article 22(3) of
Council Regulation EC 139/2004 (the "Regulation") in relation to the Transaction
or 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 the
Transaction or, if applicable, part of the Transaction is compatible with the
common market; or
3.2 the Transaction or, if applicable, part of the Transaction, being
deemed 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 Member
State(s) in relation to such part(s) of the Transaction being obtained in a form
and in terms satisfactory to Implats;
4 the Competition Tribunal of the Republic of South Africa
granting unconditional approval of the Transaction;
5 the Department of Minerals and Energy of the Republic of South
Africa granting to any member of the Wider Afplats Group a mining right in terms
of section 23 of the Mineral and Petroleum Resources Development Act No. 28 of
2002 ("MPRDA") and materially in accordance with the terms of the relevant
application for such mining right in relation to the minerals (including, but
not limited to, platinum group metals, copper, nickel, gold and chrome) found
in, on or under the Farm Leeuwkop 402JQ property and extensions, and the
notarial execution and lodgement within the prescribed time for registration of
such mining right in the Mineral and Petroleum Titles Registration Office in
terms of Section 25(2) of the MPRDA and the relevant provisions of the Mining
Titles 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 or
reference, or having required any action to be taken, or otherwise having done
anything, or having enacted, made or proposed any statute, regulation, decision
or order which would:
6.1 make the Offer, its implementation or the acquisition or
proposed acquisition of any Afplats Shares by Implats or any member of the Wider
Implats Group void, unenforceable or illegal, or restrict, prohibit or delay to
a material extent or otherwise materially interfere with the implementation of,
or impose material additional conditions or obligations with respect to, or
otherwise materially challenge or require material amendment of, the Offer or
the acquisition of any Afplats Shares by Implats or any member of the Wider
Implats Group;
6.2 result in a delay in the ability of Implats or any member of
the Wider Implats Group, or render it unable, to acquire some or all of the
Afplats Shares or require a divestiture by Implats or any member of the Wider
Implats Group of any shares in Afplats;
6.3 require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by Implats or any member of the Wider
Implats Group or by any member of the Wider Afplats Group of all or any material
part of their respective businesses, assets or properties, or impose any
material limitation on their ability to conduct their respective businesses (or
any of them) or to own their respective assets or properties or any part of
them;
6.4 impose any limitation on, or result in a delay in, the ability
of Implats or any member of the Wider Implats Group to acquire or to hold or to
exercise effectively, directly or indirectly, all rights of ownership of shares,
loans or other securities (or the equivalent) in Afplats or the ability of any
member of the Wider Afplats Group or Implats or any member of the Wider Implats
Group to hold or exercise effectively any rights of ownership of shares, loans
or other securities in or to exercise management control over, any member of the
Wider Afplats Group;
6.5 except pursuant to Schedule 2 of the Interim Implementation
Regulations, require any member of the Wider Implats Group or of the Wider
Afplats Group to acquire or offer to acquire any shares or other securities (or
the equivalent) in, or any asset owned by, any member of the Wider Afplats Group
owned by any third party;
6.6 result in any member of the Wider Afplats Group ceasing to be
able 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 Wider
Implats Group or the Wider Afplats Group to integrate or co-ordinate the
business of any member of the Wider Afplats Group, or any part of it, with that
of any member(s) of the Wider Implats Group and/or any other member of the Wider
Afplats 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 Wider
Afplats Group, to an extent in any such case which is material in the context of
the Wider Afplats Group taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party 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 in
connection with the Offer and all statutory and regulatory obligations in
connection with the Offer in any jurisdiction having been complied with and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals
("Authorisations") deemed necessary or appropriate by Implats in any
jurisdiction for, or in respect of, the Offer and the acquisition or the
proposed acquisition of the Afplats Shares by Implats or any member of the Wider
Implats Group having been obtained in terms satisfactory to Implats from all
appropriate Third Parties, all or any applicable waiting and other time periods
having expired, lapsed or been terminated (as appropriate) and all such
Authorisations (together with all Authorisations deemed necessary or appropriate
to carry on the business of any member of the Wider Afplats Group) remaining in
full force and effect at the time at which the Offer becomes otherwise
unconditional 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 Implats
Group by Afplats prior to the date of this announcement or save as publicly
announced by or on behalf of Afplats to a Regulatory Information Service prior
to the date of this announcement, there being no provision of any material
arrangement, agreement, lease, licence, permit or other instrument to which any
member of the Wider Afplats Group is a party or by or to which any such member
or any of its assets is or may be bound or be subject, which as a consequence of
the Offer or the acquisition or the proposed acquisition by Implats or any
member of the Wider Implats Group of any shares or other securities (or the
equivalent) in Afplats or because of a change in the control or management of
any member of the Wider Afplats Group or otherwise, would result in:
8.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider Afplats Group which is not already
repayable on demand being or becoming repayable, or being capable of being
declared repayable immediately or prior to their or its stated maturity, or
repayment date, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
8.2 the creation or enforcement of any mortgage, charge or other
security interest, over the whole or any material part of the business, property
or assets of any member of the Wider Afplats Group or any such mortgage, charge
or other security interest (whenever arising or having arisen) becoming
enforceable;
8.3 any such arrangement, agreement, lease, licence, permit or
other instrument being terminated or adversely modified or affected or any
onerous obligation or liability arising or any adverse action being taken
thereunder;
8.4 other than in the ordinary course of business, any assets or
interests of any member of the Wider Afplats Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
8.5 any such member of the Wider Afplats Group ceasing to be able
to carry on business under any name under which it presently does so;
8.6 the value or financial or trading position, profits or
prospects of Afplats or any member of the Wider Afplats Group being prejudiced
or adversely affected; or
8.7 the creation of any liability (actual or contingent) by any
member of the Wider Afplats Group, other than in the ordinary course of
business,
in each case, to an extent which is material in the context of the Wider Afplats
Group 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 of
this announcement or disclosed in writing to any member of the Implats Group by
Afplats prior to the date of this announcement, no member of the Wider Afplats
Group having since 31 March 2006:
9.1 issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between Afplats and wholly-owned subsidiaries of Afplats and
save for the issue of Afplats Shares to employees or former employees on the
exercise of options granted under, or the grant of options under, the Afplats
Share Option Scheme or save for the issue of Afplats Shares to the holders of
Warrants);
9.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made to Afplats or
another 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 equivalent
thereof) in any undertaking or undertakings that is material in the context of
the 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 security
interest over any asset or any right, title or interest in any asset that is
material 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 to
authorise or propose, the issue of any debentures or incurred any indebtedness
or contingent liability which is material in the context of the Afplats Group as
a whole;
9.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, in any such case, or which is or is likely to be
restrictive on the business of any member of the Wider Afplats Group;
9.7 entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or make any offer (which remains
open for acceptance) to enter into or vary the terms of, any service agreement
with any director or, save for salary increases, bonuses or variations of terms
in the ordinary course, senior executive of Afplats;
9.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for any shares allotted upon
the exercise of options granted under the Afplats Share Option Scheme or as
between Afplats and wholly-owned subsidiaries of Afplats;
9.9 waived, compromised or settled any claim which is material in
the context of the Afplats Group as a whole otherwise than in the ordinary
course of business;
9.10 terminated or varied the terms of any agreement or arrangement
between any member of the Afplats Group and any other person in a manner which
would or might have a material adverse effect on the financial position or
prospects of the Afplats Group taken as a whole;
9.11 (save as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association;
9.12 made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for or accrual or entitlement to such benefits or pensions
are calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of a trust
corporation;
9.13 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the Wider
Afplats Group taken as a whole;
9.14 taken or proposed any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction; or
9.15 entered into any agreement, arrangement or commitment or passed
any resolution or made any proposal or announcement with respect to, or to
effect, any of the transactions, matters or events referred to in this condition
9;
10 since 31 March 2006, save as disclosed in the Annual Report, or
save as disclosed in writing to any member of the Wider Implats Group by or on
behalf of Afplats or except as publicly announced by Afplats (by the delivery of
an announcement to a Regulatory Information Service), in each case prior to the
date of this announcement, there having been:
10.1 no adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider Afplats Group which
is material in the context of the Wider Afplats Group taken as a whole;
10.2 no litigation, arbitration proceedings, prosecution or other legal
proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Afplats Group and
no enquiry or investigation by or complaint or reference to any Third Party
against or in respect of any member of the Wider Afplats Group having been
threatened, announced or instituted or remaining outstanding, against or in
respect of any member of the Wider Afplats Group and which in any such case
might reasonably be expected to have a material adverse effect on the Wider
Afplats Group taken as a whole;
10.3 no contingent or other liability having arisen or become apparent
to any member of the Wider Implats Group which might reasonably be expected to
adversely affect any member of the Wider Afplats Group; or
10.4 no steps having been taken which would or may result in the
withdrawal, cancellation, termination or notification of any licence held by any
member of the Wider Afplats Group which is necessary for the proper carrying on
of its business;
11 save as publicly announced by the delivery of an announcement
to a Regulatory Information Service prior to the date of this announcement or as
otherwise disclosed in the Annual Report or in writing to any member of the
Wider Implats Group by or on behalf of Afplats prior to the date of this
announcement, Implats not having discovered:
11.1 that the financial, business or other information concerning the
Wider Afplats Group publicly announced or disclosed at any time by or on behalf
of any member of the Wider Afplats Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading;
11.2 that any member of the Wider Afplats Group or partnership, company
or other entity in which any member of the Wider Afplats Group has a significant
economic interest and which is not a subsidiary undertaking of Afplats is
subject to any liability, contingent or otherwise;
11.3 that any member of the Wider Afplats Group has failed to comply
with any applicable legislation or regulations of any jurisdiction or any notice
or requirement of any Third Party with regard to the storage, disposal,
discharge, spillage, release, leak or emission of any waste or hazardous or
harmful substance or any substance likely to impair the environment or harm
human health or otherwise relating to environmental matters or that there has
otherwise been any such storage, disposal, discharge, spillage, release, leak or
emission (whether or not the same constituted non-compliance by any person with
any 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 material
liability (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 any
property now or previously owned, occupied, operated or made use of or
controlled by any member of the Wider Afplats Group under any environmental
legislation, regulation, notice, circular or order of any Third Party or
otherwise;
11.5 that circumstances exist (whether as a result of the making of the
Offer or otherwise) which might lead to any Third Party instituting or any
member of the Wider Afplats Group might be required to institute, an
environmental audit or take other steps which in any such case might result in
any actual or contingent liability to improve or install new plant or equipment
or make good, repair, re-instate or clean up any land or other asset now or
previously owned, occupied or made use of by any member of the Wider Afplats
Group;
11.6 the Wider Afplats Group has not complied with any applicable law
or 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 Afplats
Group taken as a whole;
12 the exploration rights and/or mining rights currently owned by
Afplats and/or its subsidiaries having not been revoked for any reasons
whatsoever and no events having occurred, which would result in revocation of or
prejudice continuation of the exploration and mining rights under any laws and
regulations, in each case, to an extent which is material in the context of the
Wider 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 this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act 1985;
and
(ii) "substantial interest" means a direct or indirect interest
in 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 of
conditions 2 to 12 (inclusive).
If Implats is required by the Panel to make an offer for Afplats Shares under
the provisions of Rule 9 of the City Code, Implats may make such alterations to
any of the above conditions including condition 1 above, as are necessary to
comply with the provisions of that Rule.
The Offer will lapse unless all of the conditions set out above have been
fulfilled or, where permitted, waived or, where appropriate, have been
determined by Implats to be or remain satisfied, by midnight on the 21st day
after the later of the first closing date of the Offer and the date on which
condition 1 is fulfilled (or in each case such later date as Implats may, with
the 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 as
fulfilled any of conditions 2 to 12 (inclusive), by a date earlier than the
latest 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 first
closing date of the Offer and the date when the Offer becomes or is declared
unconditional as to acceptances, the acquisition of Afplats by Implats is
referred to the Competition Commission.
If the Offer so lapses, the Offer will cease to be capable of further acceptance
and accepting Afplats Shareholders and Implats shall cease to be bound by Forms
of Acceptance submitted before the time when the Offer lapses.
Afplats acknowledges that conditions 4 and 5 are material to Implats in the
context of the Offer and that, consequently, in the event that such conditions
are not fulfilled or, where permitted, waived, by the later of midnight on 5
June 2007 and the date on which condition 1 is fulfilled (or in each case such
later 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 the
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements 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 any
nature whatsoever and together with all rights attaching to them, including the
right 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 of
Arrangement if Implats and Afplats so agree, subject to the consent of the
Panel. In such event, the Offer will be implemented on the same terms (subject
to appropriate amendments), so far as applicable, as those which apply to the
Offer reflected in this announcement. In particular, condition 1 in Appendix 1
would not apply and the Scheme of Arrangement would be subject, amongst other
things, to the following further conditions, which would not be capable of
waiver:
(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 person
or by proxy, at a court meeting, or any adjournment thereof;
(b) the resolution(s) required to approve and implement the Scheme of
Arrangement being duly passed by the requisite majority at an extraordinary
general meeting of Afplats Shareholders, or any adjournment thereof; and
(c) the sanction (with or without amendments, on terms reasonably
acceptable to Afplats) of the Scheme of Arrangement and confirmation of any
reduction of capital involved therein by the court, and an office copy of the
order of the court sanctioning the Scheme of Arrangement and confirming the
reduction of capital involved in the Scheme of Arrangement being delivered for
registration to the Registrar of Companies in England and Wales and being so
registered.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
APPENDIX II
SOURCES AND BASES
In this announcement:
(a) Unless otherwise stated, financial information concerning
Afplats has been extracted, without material adjustment, from the interim
unaudited results for the period to September 2006.
(b) Unless otherwise stated, financial information concerning
Implats has been extracted, without material adjustment, from the Implats Annual
Report for the year ended 30 June 2006 or the interim unaudited results for the
period to December 2006.
(c) The value of the entire issued and to be issued share capital
of Afplats is based upon 476.1 million Afplats Shares and 63.2 million options
and Warrants granted under the Afplats Share Option Scheme with an exercise
price at or below the Offer price.
(d) Unless otherwise stated, all historic share prices quoted for
Afplats have been sourced from the Daily Official List and represent closing
middle market prices for Afplats Shares on the relevant dates.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise 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
END
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