/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES
TORONTO, Sept. 29 /CNW/ - Platmin Limited (TSX, AIM :PPN) (the "Company")
is announcing today that its Board of Directors has approved the adoption of a
shareholder rights plan (the "Rights Plan") as part of its procedures for
dealing with any parties who may wish to acquire control of the Company. The
Rights Plan is intended to ensure all shareholders of the Company are treated
fairly in any transaction involving a potential change of control of the
Company. The Board of Directors is not presently aware of any take-over bid or
offer by any party to seek to acquire control of the Company. Rights will be
issued pursuant to the Rights Plan on the record date being the close of
business on September 29, 2008.
The Rights Plan has been adopted in order to provide the Company's Board
of Directors with sufficient time to assess and evaluate any take-over bid and
to explore and develop alternatives that maximize shareholder value and to
give shareholders adequate time to make an informed decision about any such
Although the Rights Plan will take effect immediately, in accordance with
Toronto Stock Exchange ("TSX") requirements, the Company will be asking its
shareholders to approve, ratify and confirm the Rights Plan at a special
meeting of shareholders to be held no later than six months from the date
hereof. Under TSX rules, the Rights Plan will be of no force if the
shareholders fail to approve, ratify and confirm the Rights Plan within six
months from the date hereof or if the Company fails to hold a shareholder
meeting within that time frame to consider the Rights Plan. If approved,
however, the Rights Plan will continue in effect until the annual meeting of
shareholders in 2010.
Rights will initially be represented by the shareholders' common share
certificate and will become exercisable only when a person, including any
party related to it or acting jointly with it, acquires or announces its
intention to acquire 10% or more of the outstanding common shares of the
Company or commences a take-over bid without complying with the Rights Plan.
Should a non-permitted acquisition occur, each right would entitle each holder
of common shares (other than the offeror or certain parties related to it or
acting jointly with it) to effectively purchase additional common shares of
the Company at a 50% discount to a defined market price at the time. In
respect of certain existing shareholders that own more than 10% of the
Company's common shares, the Rights Plan would only be triggered in respect of
additional purchases of common shares by them.
It is not the intention of the Rights Plan to prevent take-over bids.
Under the Rights Plan, a Permitted Bid is a take-over bid made to all
shareholders on identical terms and conditions that is open for at least 60
days. If at the end of 60 days more than 50% of the outstanding common shares,
other than those owned by the offeror or certain parties related to it or
acting jointly with it, have been tendered, the offeror may take up and pay
for the shares but must extend the bid for a further 10 business days to allow
all other shareholders to tender.
The Rights Plan is in effect unless not accepted by the TSX. The Company
will file the applicable materials with the TSX forthwith. The Company expects
TSX review of the materials in the normal course which would customarily be
within seven (7) business days.
The foregoing is a summary of the Rights Plan and is qualified entirely
by the text of the Rights Plan which will be made available on www.sedar.com
and www.platmin.com in accordance with applicable legal requirements.
Platmin is an explorer and emerging PGM producer whose four key projects
host mineral resources and reserves: Pilanesberg, Grootboom, Mphahlele and
Loskop. The Pilanesberg Project is under construction with production of PGM
concentrate expected in 2009. All of Platmin's projects are located in the
Bushveld Complex of South Africa, which is estimated to contain approximately
90% of global platinum mineral resources.
For further information:
For further information: Ian Watson, Chief Executive Officer, +27 12 661
4280; Terry Holohan, Chief Operating Officer, +27 12 661 4280; Fiona Owen,
Grant Thornton UK LLP (Nominated Adviser), +44 207 383 5100; Nicola Brower,
Russell & Associates, +27 11 880 3924