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JSE
GEN
GEN - Securities Regulation Panel - Application for waiver
Securities Regulation Panel
APPLICATION FOR WAIVER
1. Introduction
Shareholders of Mvelaphanda Resources Limited ("Mvela Resources") and Northam
Platinum Limited ("Northam") are referred to the joint announcement on 4
September 2007 as amended on 31 January 2008, advising, inter alia, that Mvela
Resources, Northam, Anglo Platinum Limited ("Anglo Platinum"), Afripalm
Resources (Proprietary) Limited and Mvelaphanda Holdings (Proprietary) Limited
had entered into a detailed transaction framework agreement which records a
series of inter-conditional transactions (collectively "the Transaction")
pursuant to which:
*Mvela Resources will acquire Anglo Platinum`s interest in the Booysendal
Platinum Project and its approximate 22.2% interest in Northam for approximately
R4 billion in cash; and
*Northam will acquire 100% of the Booysendal Platinum Project from Mvela
Resources in exchange for 121 million new Northam ordinary shares to be issued
to Mvela Resources.
The full agreements in respect of the Transaction were signed on 3 March 2008.
On implementation of the Transaction, Mvela Resources will own approximately
62.8% of the issued share capital of Northam, which, in turn, will own 100% of
the Booysendal Platinum Project, including full control of the smelting,
refining and marketing of its production. Circulars containing the details of
the Transaction have been posted to shareholders of Mvela Resources and Northam
today.
The Transaction constitutes an "affected transaction" in terms of the Securities
Regulation Code on Takeovers and Mergers which ordinarily would require Mvela
Resources and/or its subsidiaries to make an offer ("Mandatory Offer") to
acquire the Northam shares owned by the other Northam shareholders. The
Mandatory Offer would be at R44.00 per share based on the closing price of
Northam shares on 30 January 2008, being the date on which Mvela Resources and
Northam approved the revised terms of the Transaction, as set out in the SENS
announcement dated 31 January 2008.
2. Application for waiver
Shareholders are advised that Mvela Resources has applied ("SRP Application") to
the Securities Regulation Panel ("SRP") for a formal waiver ("SRP Waiver") from
the obligation to make a Mandatory Offer if Northam shareholders (other than
Mvela Resources and Anglo Platinum) in general meeting waive their right to
require Mvela Resources or its subsidiaries to make a Mandatory Offer and
subject to the SRP considering representations (if any) made by Northam
shareholders. The granting of the SRP Waiver is a condition precedent to the
implementation of the Transaction.
Northam shareholders may provide the SRP with written submissions by 16 May 2008
as to why the SRP Waiver should not be granted. Written submissions may be
faxed to the SRP on fax number +27 11 482 5635. Written submissions may also be
delivered by hand to the SRP at the following address:
Reeva House
2 Sherborne Road
Parktown, 2193
Shareholders will be advised of the outcome of the SRP Application.
9 May 2008
Date: 09/05/2008 16:07:01 Produced by the JSE SENS Department.
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