Cautionary announcement regarding the following proposed interconditional transactions:
- The unbundling by Mvela Resources of its entire shareholding in Northam to its shareholders;
- The acquisition by Implats of the entire issued share capital of Northam; and
- The acquisition by Implats of the entire issued share capital of Mvela Resources, post the unbundling of Northam
Shareholders are referred to the joint announcement by Mvela Resources, Northam and Implats (“the Parties”) dated 2 October 2008 and the subsequent announcements by Mvela Resources and Northam dated 20 October 2008 and 27 October 2008, regarding the proposed acquisition by Implats of the entire issued share capital of Mvela Resources and Northam through a series of inter-conditional transactions (“the Proposed Transaction”).
Shareholders are advised that due to the current global financial crisis and economic downturn, the decline in platinum group metal (“PGM”) prices, and the increased volatility within the capital markets, it has become increasingly difficult for the Parties to determine an exchange ratio that would be satisfactory to the shareholders of Implats, Mvela Resources and Northam at this time.
Although platinum and other PGMs are trading at 3 year lows, the long-term outlook for the platinum sector remains positive. The Parties continue to believe in the strategic rationale and benefits of the Proposed Transaction which would uniquely position the combined Implats, Mvela Resources and Northam group as a leading South African-listed company with meaningful empowerment credentials and a diverse portfolio of platinum assets. Implats remains interested in pursuing a transaction with Mvela Resources and Northam. However, Implats is not able to proceed with the Proposed Transaction on the basis of an exchange ratio of 35 Implats shares for every 100 Northam shares in the current market environment.
Implats’ due diligence investigation of Mvela Resources and Northam has been satisfactorily concluded. The Parties believe in the merits of the Proposed Transaction and are continuing discussions.
Shareholders of Mvela Resources, Northam and Implats are advised to exercise caution in their share dealings until a further announcement is made.
19 November 2008
Financial advisor to Implats
Morgan Stanley South Africa (Pty) Ltd
Legal advisor to Implats
Bell Dewar Inc.
Financial advisors to Mvela Resources
JPMorgan Chase Bank N.A. (Johannesburg branch) and N M Rothschild & Sons South Africa (Pty) Ltd
Legal advisor to Mvela Resources
Independent expert advisor to Northam and Mvela Resources
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Legal advisor to Northam
Brink Cohen Le Roux Inc.
Sponsor to Implats
Deutsche Securities (SA) (Pty) Ltd
Sponsor to Mvela Resources
JPMorgan Equities Ltd
Sponsor to Northam
Barnard Jacobs Mellet Corporate Finance (Pty) Ltd