| Wed 12 Sep 2007, 7:30 | | ELD/XTA - Eland/Xstrata - Update on fulfilment of |
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ELD
ELD
ELD/XTA - Eland/Xstrata - Update on fulfilment of suspensive conditions and
salient dates and times in respect of the Scheme of Arrangement
Eland Platinum Holdings Limited
(Registration number 2005/029957/06)
ISIN: ZAE000078655
JSE share code: ELD
("Eland")
Xstrata plc
(Registration number: 4345939)
("Xstrata")
LSE share code:XTA.L
ISIN: GB0031411001
UPDATE ON FULFILMENT OF SUSPENSIVE CONDITIONS AND SALIENT DATES AND TIMES IN
RESPECT OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Eland shareholders are referred to the joint announcement by Eland and
Xstrata, dated 7 August 2007, whereby it was announced that Xstrata South
Africa (Proprietary) Limited ("Xstrata SA"), an indirectly wholly-owned
subsidiary of Xstrata, had submitted a notice of its firm intention to make
an offer to acquire the entire issued share capital of Eland for a cash
consideration of R105 per Eland share ("the Offer"), to the board of
directors of Eland ("the Board").
The Offer is to be implemented by means of a scheme of arrangement in terms
of section 311 of the Companies Act, No. 61 of 1973, as amended ("the
Scheme"), or should the Scheme not become operative, by means of a general
offer ("the Substitute Offer"). The implementation of the Scheme or the
Substitute Offer, as the case may be, is subject to the fulfilment or waiver
of certain suspensive conditions.
The purpose of this announcement is to provide Eland shareholders with an
update on the fulfilment of the suspensive conditions and to inform Eland
shareholders of the salient dates and times of the Scheme.
2. SUSPENSIVE CONDITIONS
2.1. Suspensive conditions fulfilled
The following suspensive conditions have been fulfilled:
2.1.1. Merrill Lynch South Africa (Proprietary) Limited ("Merrill Lynch")
was appointed by the Board to provide the Board with independent advice as to
whether the terms and conditions of the Offer are fair and reasonable.
Merrill Lynch has advised the Board that in its opinion the Offer is fair and
reasonable;
2.1.2. The Board is of the unanimous opinion that the terms and conditions
of the Offer are fair and reasonable to Eland shareholders and recommends,
without qualification, that Eland shareholders recorded as such on the record
date in the share register ("Scheme Members") vote in favour of the Scheme at
the Scheme meeting. The directors of Eland who hold shares, directly and
indirectly, in the issued share capital of Eland have undertaken to vote in
favour of the Scheme in relation to such Eland shares held by them;
2.1.3. The agreement between the Eltech Trust and Xstrata SA governing the
acquisition of the Eltech Trust`s 9% interest in Eland`s 64.99% held
subsidiary Eland Platinum Mines (Proprietary) Limited ("Eland Mines") ("the
Eltech Trust Shares Acquisition") was entered into on 6 August 2007;
2.1.4. Nedbank Capital, a division of Nedbank Limited has provided its
written consent to a change in the majority ownership and management of Eland
Mines and waived its security rights in respect of the Eltech Trust`s 9%
shareholding in Eland Mines to enable the Eltech Trust Shares Acquisition;
and
2.1.5. The JSE Limited ("JSE") and the Securities Regulation Panel,
respectively, have approved the documentation to be sent to Eland
shareholders in relation to the Scheme.
2.2. Outstanding suspensive conditions
The following suspensive conditions remain outstanding:
2.2.1. The approval of the implementation of the Offer by the competition
authorities in terms of the Competition Act No. 89 of 1998, as amended. The
competition commission filing was lodged on 8 August 2007;
2.2.2. Eland obtaining the necessary consents of and from the Minister of
Minerals and Energy in terms of section 11 of the Mineral and Petroleum
Resources Development Act, No. 28 of 2002, as amended to the implementation
of the Offer and the restructuring as envisaged by Xstrata SA;
2.2.3. Eland procuring that all such changes to all relevant
constitutional documentation as may be necessary to implement the Offer, are
effected, including, inter alia, amending the Memorandum and Articles of
Association of Eland Mines so as to remove the obligation of the directors of
Eland Mines to refuse to register the transfer of ordinary shares in Eland
Mines before 1 May 2014. The necessary special resolution has been adopted by
Eland Mine`s shareholders and has been submitted to the Registrar of
Companies for registration;
2.2.4. All other material approvals, consents and/or waivers as may be
necessary in respect of the Offer and the restructuring envisaged by Xstrata
SA being obtained, including without limitation approvals, consents and/or
waivers from the Exchange Control Division of the South African Reserve Bank
and all relevant third parties;
2.2.5. The Scheme being agreed to by a majority, representing not less
than three fourths of the votes exercisable by the Scheme Members present and
voting either in person or by proxy at the Scheme meeting;
2.2.6. The sanctioning of the Scheme by the Witswatersrand Local Division
of the High Court of South Africa ("Court"); and
2.2.7. The registration of the order of Court sanctioning the Scheme by
the Registrar of Companies.
3. SALIENT DATES AND TIMES
2007
Last day to trade in shares on the JSE in Tuesday 25 September
order to be recorded in the register on
the record date to vote, by the close of
trade on the JSE on
Record date on which shareholders must be Tuesday 2 October
recorded in the register in order to vote
at the Scheme meeting, by the close of
trade on the JSE on
Last day for receipt of forms of proxy for Wednesday 3 October
the Scheme meeting (from shareholders who
hold certificated shares and
dematerialised shareholders with own-name
registration) by 10:00 on
Scheme meeting to be held at 10:00 on Friday 5 October
Results of the Scheme meeting released on Friday 5 October
the Stock Exchange News Service ("SENS")
on
Results of the Scheme meeting published in Monday 8 October
the South African press on
Chairperson`s report to the Court Monday 8 October
regarding the results of the Scheme
meeting open for inspection from
Announcement of the date and time of the At least seven days
Court hearing to sanction the Scheme prior to the Court
released on SENS and published in the hearing to sanction the
South African press Scheme
Any variation of the above dates and times, as may be approved by the
Securities Regulation Panel, the JSE and/or the Court (to the extent that
such approval is required) will be released on SENS and published in the
South African press.
The salient dates with regard to the fulfilment of the suspensive conditions,
the suspension of listing of the Eland shares on the JSE, the record date of
the Scheme, the operative date and the termination of listing of the Eland
shares on the JSE will be released on SENS and published in the South African
press in due course.
Should the Substitute Offer be made, all dates and times relating thereto
will be released on SENS and published in the South African press.
4. CIRCULAR
A circular containing full details of the Offer, including the Scheme
documentation, will be posted to Eland shareholders on or about 13 September
2007.
12 September 2007
Financial adviser and lead sponsor to Eland
NMR
Equity capital market adviser and sponsor to Eland
Nedbank Capital
Attorneys to Eland
Routledge
External independent adviser to Eland
Merrill Lynch
Merchant bank to Xstrata
RMB
Attorneys to Xstrata
Werksman
Date: 12/09/2007 07:30:01 Produced by the JSE SENS Department.
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