Shareholders are referred to the announcement released on SENS on
Capitalized terms used but not otherwise defined in this announcement have the meaning ascribed to them in the Announcement.
Transaction implementation
Implats is pleased to advise shareholders that the following conditions precedent to the Arrangement Agreement have been fulfilled: (i) regulatory conditions precedent, which include merger notification and any subsequent approval by the Canadian and German competition authorities, to the extent required and (ii) exchange control approval from the
The Transaction remains subject to the fulfilment of the following conditions precedent, namely: (i) adoption of the Plan of Arrangement resolution by two thirds of the shareholders of NAP present at a meeting of the shareholders; (ii) court approval of theOntario Superior Court of Justice having been obtained in relation to the Plan of Arrangement; (iii) all representations and warranties given by NAP, BidCo and Implats remaining true and correct on the Effective Date and (iv) no material adverse event having occurred on or before the Effective Date.
Plan of Arrangement Process
The special meeting of the NAP shareholders to vote on the Plan of Arrangement has been scheduled for Wednesday,
Update on financing
The Bridge Facility was signed on Friday,
Closing Date
If the aforementioned approvals are obtained and the remaining conditions precedent are fulfilled, the Transaction is expected to complete on or about Friday,
Additional information
A further announcement will be made in respect of the fulfilment of the remaining conditions precedent and/or closing of the Transaction in due course.
Contact:
Tel: +27 (0) 11 731 9033
Email: alice.lourens@implats.co.za
Forward-Looking Statements
This announcement contains 'forward-looking statements' within the meaning of the securities laws of certain jurisdictions. Forward-looking statements can be identified by words like 'may,' 'will,' 'likely,' 'should,' 'expect,' 'anticipate,' 'future,' 'plan,' 'believe,' 'intend,' 'goal,' 'seek,' 'estimate,' 'project,' 'continue' and similar expressions. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The forward-looking statements included in this announcement are made only as of the date of this announcement, and except as otherwise required by law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Forward-looking statements in this announcement include, but are not limited to: statements with respect to the completion of the Transaction and the timing for its completion; the satisfaction of conditions precedent which include, without limitation the conditions referred to in paragraph 1 above, including compliance by Implats and NAP with various covenants contained in the Arrangement Agreement; statements with respect to the effect of the Transaction on Implats and its strategy going forward; statements with respect to the anticipated benefits associated with the acquisition of NAP and NAP's financial outlook for estimated net and gross revenues from the sale of palladium for fiscal 2020.
Forward-looking statements are based on certain assumptions regarding Implats and NAP, including the completion of the Transaction, anticipated benefits from the Transaction, and expected growth, results of operations, performance, industry trends and growth opportunities. While Implats and NAP consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
The factors and assumptions contained in this news release, which may prove to be incorrect, include, but are not limited to: the completion of the Transaction on the terms detailed above; NAP will be able to continue normal business operations at Lac des
The assumptions of Implats and NAP, although considered reasonable by them at the time of preparation, may prove to be incorrect. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the ability of NAP to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Among other things, there can be no assurance that the Transaction will be completed or that the anticipated benefits from the Transaction will be achieved.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this announcement are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter.
Notice to
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