| Thu 17 Feb 2011, 15:35 | | MVL/NHM - Mvelaphanda Resources Limited/Northam Platinum Limited - Revised |
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MVL NHM
MVL NHM
MVL/NHM - Mvelaphanda Resources Limited/Northam Platinum Limited - Revised
Salient Dates
Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1980/001395/06)
Share Code: MVL
ISIN: ZAE000050266
("Mvela Resources")
Northam Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1977/003282/06)
Share Code: NHM
ISIN: ZAE000030912
("Northam")
REVISED SALIENT DATES AND TIMES IN RESPECT OF THE PROPOSED DISTRIBUTION OF 181
980 981 NORTHAM ORDINARY SHARES TO MVELA RESOURCES ORDINARY SHAREHOLDERS
("Northam distribution"), THE PROPOSED SPECIFIC REPURCHASE OF 35 000 000 MVELA
RESOURCES `A` ORDINARY SHARES ("the repurchase") AND THE PROPOSED ACQUISITION BY
NORTHAM OF THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF MVELA RESOURCES ("the
scheme") AFTER THE NORTHAM DISTRIBUTION AND THE REPURCHASE ("the proposed
transactions")
Further to the announcement of 8 February 2011 regarding the proposed
transactions, Mvela Resources wishes to advise that the salient dates and times
therein have been revised as set out below
a. The expected salient dates and times for the Northam distribution:
2011
Expected last day for receipt of proxies for the Friday,11 March
general meeting (pink), by 10:15 (see note 1
below)on
Expected date on which the general meeting of Monday,14 March
Mvela Resources will be held at the later of
10:15 or 10 minutes after the adjournment,
postponement or conclusion of the Northam
general meeting which precedes this meeting on
Expected date on which the results of the Monday,14 March
general meeting will be released on SENS on
Expected date on which the results of the Tuesday, 15 March
general meeting will be published in the press
on
Expected Northam distribution finalisation date Monday, 18 April
Expected last day to trade in Mvela Resources Thursday, 28 April
ordinary shares on the JSE Exchange in order to
participate in the Northam distribution
Mvela Resources ordinary shares trade "ex" the Friday, 29 April
entitlement to the Northam distribution shares
from commencement of business on
Expected date on which trade in the Northam Friday, 29 April
distribution shares commences
Expected Northam distribution participation Friday, 6 May
record date, at close of business on
Expected Northam distribution implementation Monday, 9 May
date
Expected date on which participating Monday, 9 May
dematerialised ordinary shareholders will have
their accounts at their participant or broker
updated with the Northam distribution shares on
Expected date on which share certificates in Monday, 9 May
respect of the Northam distribution shares will
be posted, by registered post, at the risk of
the participating certificated ordinary
shareholders concerned, to participating
certificated ordinary shareholders on or about
b. The expected salient dates and times for the scheme and the delisting of
Mvela Resources ordinary shares:
2011
Notice of scheme meeting released on SENS on Thursday, 17 February
Notice of scheme meeting published in the Friday, 18 February
Government Gazette, Business Report and Beeld
on
Notice of scheme meeting published in the Sunday, 20 February
Sunday Times and Rapport on
Expected last day to trade in Mvela Resources Thursday, 3 March
ordinary shares on the JSE Exchange in order to
be recorded in the Mvela Resources register on
the scheme voting record date in order to be
eligible to vote at the scheme meeting on (see
note 2 below)
Expected scheme voting record date on which Thursday, 10 March
Mvela Resources ordinary shareholders must be
recorded in the Mvela Resources register in
order to vote at the scheme meeting, at close
of business on
Expected last day for receipt of proxies for Friday, 11 March
the scheme meeting (green), by 10:30 on (see
note 3 below)
Expected date of scheme meeting to be held at Monday, 14 March
the later of 10:30, or 10 minutes after the
adjournment, postponement or conclusion of the
general meeting which precedes the scheme
meeting, on
Expected date on which the results of the Monday, 14 March
scheme meeting will be released on SENS on
Expected date on which the results of the Tuesday, 15 March
scheme meeting will be published in the press
on
Expected date on which the scheme chairperson`s Tuesday, 15 March
report lies open for inspection from and
including
Expected date of the court hearing to sanction Tuesday, 29 March
the scheme at 10:00 or so soon thereafter as
counsel may be heard on
Expected date on which the results of the Court Tuesday, 29 March
hearing will be released on SENS on
Expected date on which the results of the Court Wednesday, 30 March
hearing will be published in the press on
If the scheme is sanctioned
Expected date on which the Order of Court Wednesday, 30 March
sanctioning the scheme will be lodged for
registration with the Registrar on
Anticipated date for Mvela Resources to receive Friday, 15 April
approval from Competition Authorities (see note
4 below) on
Expected scheme finalisation date Monday, 18 April
Expected date on which the finalisation date Monday, 18 April
announcement will be released on SENS on
Expected date on which the finalisation date Tuesday, 19 April
announcement will be published in the press on
Expected last day to trade in Mvela Resources Friday, 6 May
ordinary shares on the JSE Exchange in order to
be recorded in the Mvela Resources register on
the scheme consideration record date on (see
note 5 below)
Expected date of suspension of listing of Mvela Monday, 9 May
Resources ordinary shares on the JSE Exchange
at commencement of trading on
Expected date on which trade in the scheme Monday, 9 May
consideration shares commences
Expected scheme consideration record date, at Friday, 13 May
close of business on
Expected operative date of the scheme Monday, 16 May
Expected date on which dematerialised scheme Monday, 16 May
participants will have their accounts at their
participant or broker updated with the scheme
consideration
Expected date on which share certificates in Monday, 16 May
respect of the scheme consideration will be
posted, by registered post, at the risk of the
certificated scheme participants, to
certificated scheme participants(see notes 6
and 7 below)
Expected date of termination of listing of Monday, 16 May
Mvela Resources ordinary shares on the JSE
Exchange at the commencement of trading on
Notes to the timetable:
1. All times given in this announcement are local times in South Africa.
2. As transactions in shares on the JSE Exchange are settled in the electronic
settlement system used by Strate, settlement of trades takes place 5
business days after the relevant trade has taken place. Therefore persons
who acquire Mvela Resources ordinary shares on the JSE Exchange after
Thursday, 3 March 2011 will not be eligible to vote at the scheme meeting,
but will, provided the scheme becomes unconditional and they become the
registered holders of the Mvela Resources ordinary shares prior to the
scheme consideration record date (and remain the registered holders on that
date), participate in the scheme consideration.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairperson of the scheme meeting
not later than 10 minutes before the scheme meeting is due to commence.
4. To the extent that approval from the Competition Authorities is not
obtained by this date and should the scheme thereafter be sanctioned, an
announcement will be made on SENS and in the press advising Mvela Resources
members of the expected scheme last day to trade, the scheme consideration
record date, the scheme finalisation date and the scheme operative date.
5. All dates and times may be changed by mutual agreement between Mvela
Resources and Northam and/or may be subject to certain regulatory
approvals. Any change will be published in the South African press and
released on SENS.
6. If certificated scheme participants surrender their documents of title
(together with the duly completed form of surrender and transfer) after
12:00 on the date on which the scheme consideration record date falls, the
share certificate in respect of the scheme consideration will be posted to
them by the transfer secretaries within 5 business days of receipt of the
documents of title and duly completed form of surrender and transfer.
7. Mvela Resources ordinary shares may not be dematerialised or rematerialised
after Thursday, 28 April 2011.
Posting of circulars
Circulars to shareholders in respect of the Northam distribution, the repurchase
and the scheme will be posted on Friday, 18 February 2011 and will also be
available on Mvela Resources` and Northam`s websites at: www.mvelares.co.za and
www.northam.co.za
The general meeting of shareholders ("general meeting") will be held at 10:15 or
10 minutes after the adjournment of the Northam Platinum general meeting, on
Monday, 14 March 2011 in Room U2, Hackle Brooke, 110 Conrad Drive, corner of Jan
Smuts Avenue and Conrad Drive, Craighall Park, Johannesburg for the purpose of
considering and, if deemed fit, passing with or without modification the
resolutions set out in the notice of general meeting included in the circular.
17 February 2011
Johannesburg
Financial adviser and sponsor to Mvela Resources
J.P. Morgan
Financial adviser to Northam
Deutsche Bank
Sponsor to Northam
One Capital
Independent adviser to Mvela Resources and Northam
One Capital
Attorneys to Mvela Resources
Bowman Gilfillan
Attorneys to Northam
Werkmans
Independent reporting accountants to Mvela Resources
PricewaterhouseCoopers Inc.
Independent reporting accountants to Northam
Ernst & Young Inc.
Date: 17/02/2011 15:35:47 Produced by the JSE SENS Department.
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