| Mon 5 Dec 2011, 16:00 | | PLN - Platmin Limited - Platmin announces the results of the special meeting |
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PLN
PLN
PLN - Platmin Limited - Platmin announces the results of the special meeting
of shareholders, its voluntary de-listing and potential share buyback
Platmin Limited
Incorporated in the accordance with the laws of British Columbia, Canada
Registration number: C0848954
Share code on TSX: PPN
Share code on AIM: PPN
Share code on JSE: PLN
ISIN: CA72765Y1097
("Platmin" or "the company")
PLATMIN ANNOUNCES THE RESULTS OF THE SPECIAL MEETING OF SHAREHOLDERS, ITS
VOLUNTARY DE-LISTING AND POTENTIAL SHARE BUYBACK
December 5, 2011, TORONTO: Platmin Limited ("Platmin" or the "Company"; TSX:
PPN; JSE: PLN) announced today that its shareholders have approved the
special resolutions which authorize the Company to continue its corporate
residence from British Columbia, Canada and to make an application to the
registrar of companies (the "Registrar") for entry into the register of
companies in Guernsey (the "Continuance"); and to repurchase its common
shares following the effectiveness of the Continuance. Platmin`s shareholders
showed strong support, with in excess of 95% of the votes cast in favour of
each resolution.
The board of directors of Platmin (the "Board") hereby advises shareholders
that the Company has notified the TSX of its unanimous decision to
voluntarily de-list its common shares from the TSX as its primary listing; in
conjunction with its de-listing from the TSX, the Company will work with the
JSE to terminate its secondary listing (together the TSX and JSE de-listings
are referred to as the "Voluntary De-listing"). The Voluntary De-listing is
expected to be effective on December 15, 2011.
The Board strongly encourages shareholders to continue to hold their Platmin
shares following the Voluntary De-listing to ensure participation in the
anticipated regional consolidation, and subsequent re-listing when more
favourable conditions return to the world`s equity markets.
To accommodate shareholders who do not wish to hold unlisted shares, the
Company intends to repurchase no more than 10% of its common shares (the
"Share Buyback"). The Company has been advised that its major shareholders,
representing approximately 70% of its common shares, will not buy or sell
before the Voluntary De-listing is effective, nor will they participate in
the proposed Share Buyback. Further details of the Share Buyback are set out
below.
Continuance to Guernsey
The Continuance is a legal process pursuant to which Platmin will cease to be
registered under the laws of British Columbia, Canada and will transfer its
registration to Guernsey without interrupting its corporate existence. Upon
completion of the Continuance, Platmin will be registered as a Guernsey
Company and be organised under the Companies (Guernsey) Law, 2008 (the
"Guernsey Law"), but would not be deemed to have been liquidated. In terms of
the Continuance, Platmin will migrate from British Columbia to Guernsey in
its current form with no changes to its capital, shareholding, assets or
projects. Other than in respect of the change from the laws of British
Columbia to the laws of Guernsey (a summary of which is set out in the
Management Information Circular dated 7 November 2011), the Continuance will
have no effect on Platmin`s shareholders or their shareholdings, or on the
business or operations of the Company and its subsidiaries. Accordingly,
shareholders do not have to take any immediate action with regard to their
Platmin shares.
The Continuance will be implemented via Platmin making an application in
British Columbia to continue and to the Registrar for registration of the
Company as a Guernsey company under the Guernsey Law.
The Board considers the Continuance to be in the best interests of the
Company and its shareholders and has therefore exercised the authority
granted by shareholders to proceed with the Continuance. The Company will
immediately file an application for registration as a Guernsey company. The
Company expects the Continuance to be completed by 9 December 2011 after
which time Guernsey Law will apply to Platmin as if it had been incorporated
under Guernsey Law, and accordingly, the provisions of the Business
Corporations Act (British Columbia) will cease to apply to Platmin.
Voluntary De-listing
The Company has applied for the Voluntary De-listing which, subject to
confirmation from the TSX, is expected to be effective on December 15, 2011.
As noted above, the termination of the primary listing on the TSX, will lead
to the termination of Platmin`s secondary listing on the JSE. After careful
consideration, the Board has determined that the Voluntary De-listing is in
the best interests of the Company for a number of reasons, including that
Platmin has no business ties to Canada; its assets are wholly in South
Africa; none of its directors or officers are resident in Canada; and fewer
than 5% of its common shares are beneficially held by Canadian residents. In
the current market environment, Platmin believes that its trading price is
not representative of the inherent value of its business, owing to a number
of factors, including relatively low liquidity and trading turnover.
The participation by Platmin in the regional consolidation of its properties
in the Pilanesberg has been a key pillar of Platmin`s strategy for a number
of years. The consolidation is well advanced and the Continuance and the
Voluntary De-listing provide the appropriate structure to facilitate these
initiatives. The Board strongly encourages shareholders to continue to hold
their Platmin shares following the Voluntary De-listing to ensure
participation in the anticipated regional consolidation, and subsequent re-
listing when more favourable conditions return to the world`s equity markets.
Impact of the Voluntary De-listing on shareholders
Following the Voluntary De-listing, the Company will still be a reporting
issuer in terms of the Ontario Securities Commission ("OSC") (the Province of
Ontario being the primary jurisdiction in which the Company reports) and each
other jurisdiction in Canada where it has that status.
Platmin will continue to maintain a register of shareholders and upon the
Continuance being effected will continue to report to shareholders in
accordance with Guernsey Law, and as determined by the Board and the
requirements of good corporate governance.
The Voluntary De-listing is expected to be effective on 15 December 2011 and
the last day to trade on the TSX and the JSE will be 15 December 2011.
Platmin is awaiting formal confirmation from the TSX and JSE of the de-
listing date.
Shareholders may temporarily hold shares in the depositary maintained by CDS
Clearing and Depositary Services Inc. as Platmin will maintain a Canadian sub-
register following de-listing until June 30, 2012. Shareholders will,
however, have to request a physical certificate in accordance with Canadian
law prior to the effectiveness of the Continuance, or Guernsey law, after its
implementation, or they should seek to transfer their shares to the Guernsey
register following implementation of the Continuance. The Company`s main
share register will migrate to Computershare Guernsey and a sub-register will
be held in South Africa. Shareholders may also continue to hold their shares
through CSDP in South Africa.
The Share Buyback
As outlined above, the Board strongly encourages shareholders to continue to
hold their Platmin shares following the Voluntary De-listing. However, to
accommodate those shareholders who may nevertheless not wish to hold unlisted
shares for the immediate future and who have not sold their shares prior to
15 December 2011, the Company intends, once de-listed and subject to all
necessary regulatory and shareholder approvals, to complete the Share Buyback
for up to 10% of the Company`s common shares. The Share Buyback will be
conducted at the 5-day volume weighted average price of Platmin shares, as at
the close of trading on the TSX on Friday, 2 December 2011, being C$0.181.
Further details will be outlined in a circular to shareholders of the Company
in due course.
Regulatory issues for South African shareholders
The South African Reserve Bank ("SARB") has approved the Voluntary De-listing
and has agreed to allow South African resident shareholders (who would
otherwise be required to dispose of their Platmin shares) to hold their
Platmin shares for a period of 12 months from the date of Voluntary De-
listing, pending a re-listing of the consolidated entity within such period
or as otherwise agreed (the "Unlisted Period"). SARB`s approval is
conditional upon, among other things, South African shareholders who sell
their Platmin shares during the Unlisted Period repatriating the sale
proceeds to South Africa under advice to SARB, and also upon SARB being
notified of any change of ownership by South African shareholders. SARB has
charged Platmin with the responsibility for administering these conditions.
Accordingly, for as long as Platmin remains unlisted in South Africa, Platmin
will not register any transfer of Platmin shares from South African residents
to South African non-residents unless it is satisfied that the sale proceeds
have been repatriated to South Africa and it will notify SARB of any change
of ownership of Platmin common shares held by its South African shareholders.
About Platmin
Platmin explores for, develops and operates platinum group metals ("PGM")
deposits in South Africa. The Company`s principal current focus is the
Pilanesberg Platinum Mine, which is building up to full production. In
addition, the Company holds platinum interests on the eastern limb of the
Bushveld Complex. Platinum`s long term goal is to become a significant
producer of PGMs.
For further information:
Craig Shaw
Chief Financial Officer
+27 12 661 4280
Charmane Russell
Russell & Associates
+27 11 880 3924
+27 82 372 5816
Sponsor: Investec Bank Limited
Date: 05/12/2011 16:00:03 Produced by the JSE SENS Department.
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