| Fri 5 Oct 2007, 15:00 | | ELD /XTA.L - Eland Platinum - Results Of Scheme Me |
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ELD
ELD
ELD /XTA.L - Eland Platinum - Results Of Scheme Meeting And Update On
Suspensive Conditions
Eland Platinum Holdings Limited
(Registration number 2005/029957/06)
ISIN: ZAE000078655
JSE share code: ELD ("Eland Platinum")
Xstrata plc
(Registration number: 4345939)
("Xstrata")
LSE share code: XTA.L
ISIN: GB0031411001
RESULTS OF SCHEME MEETING AND UPDATE ON SUSPENSIVE CONDITIONS
1. RESULTS OF SCHEME MEETING
Eland Platinum shareholders are referred to the joint announcements by
Eland Platinum and Xstrata, dated 7 August 2007 and 12 September 2007 and
to the circular to Eland Platinum shareholders dated 13 September 2007, in
relation to the proposed acquisition ("the Acquisition") of the entire
issued share capital of Eland Platinum by Xstrata South Africa
(Proprietary) Limited ("Xstrata SA"), an indirectly wholly-owned subsidiary
of Xstrata, by way of a scheme of arrangement in terms of section 311 of
the Companies Act, No. 61 of 1973, as amended ("the Scheme").
Eland Platinum shareholders are advised that at the Scheme meeting held on
Friday, 5 October 2007, the requisite majority of Scheme members present
and voting either in person or by proxy approved the Scheme.
2. FULFILMENT OF SUSPENSIVE CONDITIONS
Eland Platinum shareholders are further advised that the following
suspensive conditions have been fulfilled:
2.1 the special resolution amending the articles of association of Eland
Platinum Mines (Proprietary) Limited ("Eland Mines"), which has the effect
of removing the obligation of the directors of Eland Mines not to register
any transfer of ordinary shares in Eland Mines before 1 May 2014, was
registered by the Registrar of Companies on 25 September 2007. No further
changes to the constitutional documentation of any Eland Platinum
subsidiary is required in order to implement the Acquisition; and
2.2 other than as referred to in 3 below, all other material approvals,
consents and/ or waivers necessary in respect of the Acquisition and the
restructuring envisaged by Xstrata SA ("the Restructuring") have been
obtained, including, without limitation, approvals from the Exchange
Control Division of the South African Reserve Bank.
3. OUTSTANDING SUSPENSIVE CONDITIONS
Eland Platinum shareholders are reminded that the Scheme is subject to the
fulfilment (or waiver by Xstrata SA, as applicable) of the following
suspensive conditions:
3.3 the approval by the competition authorities of the implementation of the
Acquisition as required in terms of the Competition Act, No. 89 of 1998, as
amended;
3.2 Eland Platinum 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, of the
implementation of the Acquisition and the Restructuring;
3.3 the sanctioning of the Scheme by the Witswatersrand Local Division of the
High Court of South Africa ("Court"); and
3.4 the registration of the order of Court sanctioning the Scheme by the
Registrar of Companies.
4. CHAIRMAN`S REPORT
A copy of the chairman`s report on the Scheme meeting will be available at
Eland Platinum`s registered office being 1st Floor, Eland House, The Braes,
3 Eaton Avenue, Bryanston, for a period of one week from and inclusive of
Monday, 8 October 2007.
5. FURTHER ANNOUNCEMENTS
The salient dates with regard to the fulfilment of the outstanding
suspensive conditions, the suspension of the listing of Eland Platinum
shares on the JSE Limited ("JSE"), the record date of the Scheme, the
operative date of the Scheme and the termination of the listing of the
Eland Platinum shares on the JSE will be released on the Securities
Exchange News Service of the JSE and published in the South African press
in due course.
5 October 2007
Financial adviser Attorneys to Equity capital External
and lead Eland Platinum market adviser independent
transaction sponsor and sponsor to adviser to Eland
to Eland Platinum Eland Platinum Platinum
NMR logo Routledge logo Nedbank capital Merrill Lynch
logo logo
Merchant bank to Xstrata Attorneys to Xstrata
RMB logo Werksman logo
Date: 05/10/2007 15:00:04 Produced by the JSE SENS Department.
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