| Tue 29 Jun 2004, 17:58 | | UNCONDITIONAL MANDATORY OFFER BY THE PLATINUM CONS |
|
BARPLATS INVESTMENTS LIMITED - UNCONDITIONAL MANDATORY OFFER: OPINION OF
INDEPENDENT ADVISER AND BOARD OF DIRECTORS; AND
SALIENT DATES AND TIMES
Barplats Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004830/06)
JSE Share code: BPL
ISIN: ZAE000028692
(`Barplats` or `the Company`)
Kleo Platinum Mine Investment Holdings (Pty) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/008043/07)
acting as nominee for and on behalf of a consortium
(`the Platinum Consortium` or ` the offeror`)
UNCONDITIONAL MANDATORY OFFER BY THE PLATINUM CONSORTIUM TO THE MINORITY
SHAREHOLDERS OF BARPLATS:
- OPINION OF INDEPENDENT ADVISER AND THE BARPLATS BOARD OF DIRECTORS
(`Barplats board`); AND
- SALIENT DATES AND TIMES
1. Introduction
Further to the announcement of the terms of the unconditional mandatory
offer by the Platinum Consortium to the minority shareholders of Barplats
(`the offer`), which appeared on SENS on Friday, 18 June 2004 and in the
press on Monday, 21 June 2004, Barplats minority shareholders are referred
to the opinions of the independent adviser to the Barplats board, Investec
Bank Limited (`Investec`) and the Barplats board as set out below.
2. Opinions Of The Independent Adviser And The Barplats Board
2.1 The Barplats board, in accordance with the Securities Regulation Panel
Code on Take-overs and Mergers (`SRP Code`) and good corporate
governance, appointed an independent sub-committee (on which none of
the directors appointed by Impala Platinum Holdings Limited, who sold
its entire indirect shareholding in Barplats to the offeror, served)
to consider the terms of the offer and to make a recommendation to the
Barplats board. The sub-committee, in terms of the SRP Code,
appointed Venmyn Rand (Proprietary) Limited as independent technical
adviser to provide a Competent Persons Report on the Barplats assets.
The sub-committee also appointed Investec as independent adviser to
the Barplats board, to furnish an opinion in relation to the terms and
conditions of the offer.
2.2 Investec has considered, inter alia, the report of the independent
technical adviser and the terms and conditions of the offer. On 22
June 2004, Investec delivered an opinion dated 21 June 2004 to the
independent sub-committee to the effect that, as at the date of the
opinion and based upon and subject to the assumptions detailed in its
letter, the terms of the offer are fair and reasonable to Barplats
minority shareholders. Shareholders are referred to the opinion of
Investec which, together with the report of the technical adviser is
included in the circular to shareholders which will be sent to
shareholders as set out in paragraph 4 below (`the Circular`), and are
urged to read Investec`s opinion in its entirety.
2.3 The independent sub-committee has considered the terms of the offer,
taking into account the report of the technical adviser and the
independent opinion of Investec, and is of the unanimous opinion that
the terms are fair and reasonable to Barplats minority shareholders.
In forming its opinion, the independent sub-committee had no further
information relating to the offeror`s intentions relating to Barplats
other than as set out in the Circular. The independent sub-committee
advised the Barplats board accordingly.
2.4 The Barplats board (excluding any directors appointed by Impala
Platinum Holdings Limited) has considered the terms of the offer and,
taking into account the opinion of Investec and the views of the
independent sub-committee, the Barplats board is of the opinion that
the terms and conditions thereof are fair and reasonable to Barplats
minority shareholders.
3. Salient Dates And Times
The salient dates and times of the offer are set out below:
2004
Offer opens (09:00) Wednesday, 30 June
Last day for Barplats shareholders to
trade in Barplats shares on the JSE to
be eligible to participate in the offer Friday, 16 July
Barplats shares trade `ex` the offer Monday, 19 July
Record date for participating in the offer Friday, 23 July
Closing date of the offer (12:00) (Note 3) Friday, 23 July
Results of the offer announced on SENS Monday, 26 July
Results of the offer published in the press Tuesday, 27 July
Notes
1. Any changes to the above dates and times will be released on SENS and
published in the press.
2. All times refer to local times in South Africa.
3. The offeror reserves the right to extend the closing date, in which
event all amended dates and times relating to the offer will be
released on SENS and published in the press.
4. The offer consideration will be paid to shareholders within five
business days after the date on which valid acceptance of the offer
was received by the transfer secretaries.
5. No dematerialisation or rematerialisation of Barplats shares will take
place from Monday, 19 July 2004 to Friday, 23 July 2004, both days
inclusive.
4. Documentation
The Circular, incorporating the offer document and the offeree response,
will be posted to minority shareholders of Barplats, as a combined
document, on 30 June 2004.
Johannesburg
29 June 2004
Investment Bank and Corporate legal adviser to
corporate adviser to the the offeror
offeror
Nedbank Capital Fluxmans
Independent adviser to the Independent Technical
Barplats board of directors Adviser to Barplats
Investec Corporate Finance Venmyn
Corporate legal adviser to Sponsor to Barplats
Barplats
Webber Wentzel Bowens Deutsche Securities
Date: 29/06/2004 05:46:56 PM Produced by the JSE SENS Department
