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IMPALA PLATINUM HOLDINGS LIMITED - Results of General Meeting - Proposed Odd-lot Offer

Release Date: 14/10/2020 16:00
Code(s): IMP IMCB22     PDF:  
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Results of General Meeting - Proposed Odd-lot Offer

IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
ISIN: ZAE000083648
JSE Convertible Bond Stock Code: IMCB22
JSE Convertible Bond ISIN: ZAE000247458
ADR code: IMPUY
(“Implats” or “the Company”)

RESULTS OF GENERAL MEETING - PROPOSED ODD-LOT OFFER

1. Results of the General Meeting

    Unless otherwise defined, the definitions and interpretations contained in the circular issued by Implats on
    Monday, 14 September 2020 (“Circular”) apply, mutatis mutandis, to terms used in this announcement.

    On Monday 14 September 2020, Implats issued the Circular to Implats Shareholders relating to the proposed
    implementation of the Odd-lot Offer, which will result in the repurchase by the Company of the Odd-lot Holdings
    from the Odd-lot Holders at the Offer Price, being at a 10% premium to the 30-calendar day volume weighted
    average price of an Implats Share at the close of business on Monday, 26 October 2020.

    At the General Meeting of Implats Shareholders that was held today, Wednesday, 14 October 2020 (in terms of
    the Circular and attached notice of general meeting), all resolutions were passed by the requisite majority of
    Implats Shareholders and the voting results were as follows:

                    Resolution                    Number of           As a         For²      Against²    Abstained¹
                                                   ordinary       percentage
                                                    shares        of ordinary
                                                     voted         shares in
                                                                     issue¹
      Special resolution number 1 – Authority
      to effect the MoI Amendments                596 314 853        76.629%     99.997%       0.003%        0.083%
      Special resolution number 2 - Specific
      authority to repurchase Shares from the
      Odd-lot Holders                             596 310 868        76.628%     99.997%       0.003%        0.084%
      Ordinary resolution number 1 – Authority
      to make and implement the Odd-lot
      Offer, specifically the repurchase of the
      Odd-lot Holdings from the Odd-lot
      Holders who do not make an election         569 310 272        76.628%     99.997%       0.003%        0.084%
      Ordinary resolution number 2 - Authority
      of Directors                                596 314 861        76.629%     99.997%       0.003%        0.083%

        Notes:
        1.           Based on 778 186 684 Implats ordinary shares in issue, net of treasury shares, at the date of the
                     General Meeting.
        2.           In relation to the total number of Implats ordinary shares voted at the General Meeting.

2. Salient dates and times

   Implats Shareholders are reminded of the following salient dates and times in relation to the Odd-lot Offer:

                                                                                                    2020


     Odd-lot Offer opens at 09:00 (SA time) or 08:00 (UK time)                       Thursday, 15 October

     Publication of the finalisation information (including the Offer Price) on
     SENS by 11:00 (SA time) or 09:00 (UK time)                                       Tuesday, 27 October

     Publication of the finalisation information (including the Offer Price) in
     the press                                                                      Wednesday, 28 October

     Last day to trade to participate in the Odd-lot Offer                            Tuesday, 3 November

     Implats Shares trade ex-Odd lot Offer                                          Wednesday, 4 November

     Forms of election and surrender to be received by the transfer
     secretaries in South Africa (Computershare Investor Services
     Proprietary Limited) and the United Kingdom (Computershare Investor
     Services plc (“Computershare UK”)) by 12:00 (SA time) or 10:00 (UK                Friday, 6 November
     time)

     Record date for the Odd-lot Offer                                                 Friday, 6 November

     Odd-lot Offer closes at 12:00 (SA time) or 10:00 (UK time)                        Friday, 6 November

     Payment of the Cash Consideration to Certificated Odd-lot Holders
     who have accepted the Odd-lot Offer or who have made no election(4)               Monday, 9 November

     Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer
     or who have made no election will have their accounts at their CSDP or
     broker credited with the Cash Consideration                                        Monday, 9 November

     Results of the Odd-lot Offer released on SENS                                      Monday, 9 November

     Results of the Odd-lot Offer published in the press                              Tuesday, 10 November

     Cancellation and termination of listing of Implats Shares repurchased
     in terms of the Odd-lot Offer expected on or about                             Wednesday, 11 November

     Computershare UK to despatch cheque payments in respect of the
     Cash Consideration to Odd-lot Holders on the United Kingdom share                 Friday, 13 November
     register on or about

       Notes:
       1.     These salient dates and times are subject to amendment at the discretion of the Company. Any such
              amendments will be released on SENS.
       2.     All times quoted are local times in South Africa and in the United Kingdom.
       3.     Implats Shareholders may not dematerialise or rematerialise their Implats Shares after the last day to
              trade, being Wednesday, 4 November 2020 to Friday, 6 November 2020, both dates inclusive.
       4.     Odd-lot Holders on the United Kingdom share register are referred to paragraph 8.2.4 of the Circular,
              and are hereby advised that Implats has obtained the necessary approval from the SARB to remit the
              Cash Consideration to Odd-lot Holders who are non-residents of the Common Monetary Area via
              Computershare UK, whom will make payment to such Odd-lot Holders by cheque.

Johannesburg
14 October 2020

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Adviser
Edward Nathan Sonnebergs Inc

Date: 14-10-2020 04:00:00
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