JOHANNESBURG, Aug. 27, 2019 /CNW/ - Atlatsa Resources
Corporation ("Atlatsa" or the "Company") (TSX:
ATL; JSE: ATL) shareholders ("Shareholders") are
referred to the notice of special meeting and management
information circular to Shareholders dated Thursday, July 4, 2019 ("Circular"),
wherein Shareholders were advised of, inter alia, the
Composite Transaction (as defined in the Circular) to be
implemented by way of a Canadian court‑approved plan of arrangement
("Plan of Arrangement") under section 288 of the Business
Corporations Act (British
Columbia), (the "Arrangement").
In addition, Shareholders are referred to the announcement on
August 2, 2019 and August 12, 2019 advising Shareholders that,
inter alia, the requisite Shareholder approvals in
connection with the Arrangement and the Final Order by the Supreme
Court of British Columbia,
respectively, have been granted.
Unless otherwise defined, capitalised words and terms contained
in this announcement shall bear the meanings ascribed thereto in
the Circular.
- ARRANGEMENT BECOMES EFFECTIVE AND
UNCONDITIONAL
Shareholders are advised that all conditions
to effectiveness of the Arrangement, as detailed in the Plan of
Arrangement, have been fulfilled. Accordingly, the Arrangement has
today become wholly effective and unconditional and the delisting
from the TSX and the JSE will be implemented in accordance with the
salient dates and times set out below.
- SALIENT DATES AND TIMES 1
The salient
dates and times in respect of the Arrangement and the delisting
from the JSE and the TSX are as follows:
2019
|
Date on which the
Arrangement becomes effective, on
|
Tuesday, August
27
|
Date on which
applications are lodged for the termination of listing of the
Common Shares from the TSX and the JSE, on or about
|
Thursday, September
5
|
Last day to trade
Common Shares on the JSE in order to be recorded in the
SA Branch Register to become entitled to receive payment of the
Share Cash-
Out Consideration in Rands, on or about
2
|
Tuesday, September
10
|
Suspension of the
listing of Common Shares at the commencement of trade
on the JSE and halting of trading on the TSX, on or
about
|
Wednesday, September
11
|
Closing date for the
Arrangement, being the SA Payment Record Date, on or
about
|
Friday, September
13
|
Payment Date for the
Share Cash-Out Consideration pursuant to the Buy-
Back, which, in respect of South African Shareholders, is to
be:
• credited to
Dematerialised South African Shareholders' accounts held
at
their respective CSDPs or brokers;
or
• transferred
or posted (as the case may be) to Certificated South African
Shareholders,3
on or
about
|
Monday, September
16
|
Expected date of the
termination of listing or delisting of Common Shares on
the TSX and the JSE at the commencement of trading, on or
about
|
Tuesday, September
17
|
Notes:
|
|
|
|
1.
|
The dates and
times set out in this announcement are subject to change, with the
approval of the JSE or the TSX (if required). Any change in the
dates and times will be published on SENS, SEDAR and in the
South African press
|
|
|
2.
|
South African
Shareholders may not dematerialise or rematerialise their Common
Shares after such date
|
|
|
3.
|
Only for Certificated
South African Shareholders who surrender their Documents of Title
to the South African Transfer Secretary, Computershare Investor
Services (Proprietary) Limited before 4:00 p.m. (South African
Standard Time) or 7:00 a.m. (Pacific Daylight Time) on the SA
Payment Record Date. Other Certificated South African Shareholders
will have the Share Cash-Out Consideration due to them posted or
transferred (as the case may be) within five Business Days after
the surrender of their documents
|
Shareholders are further reminded to submit their Letter of
Transmittal or Form of Surrender, providing for the delivery of
Common Shares to enable receipt of the Share Cash-Out
Consideration, in accordance with the terms set out therein.
3. QUERIES
For further information please
contact
Joel Kesler
Chief Commercial Officer
Office: +27 10 286 1166
Email: Joel@atlatsa.com
Corporate Advisor,
transaction and JSE Sponsor to Atlatsa:
|
One
Capital
|
South African
attorneys to Atlatsa:
|
Cliffe Dekker Hofmeyr
Inc
|
Canadian legal
counsel to Atlatsa:
|
Stikeman Elliott
LLP
|
U.S. legal counsel
to Atlatsa:
|
Skadden, Arps, Slate,
Meagher & Flom LLP
|
Independent
Financial Advisor to the Special Committee:
|
Duff & Phelps
Canada Limited
|
Cautionary note regarding forward-looking
information
This document contains "forward-looking statements" within the
meaning of the applicable Canadian securities laws, that are based
on Atlatsa's expectations, estimates and projections as of the
dates as of which those statements are made, including statements
relating to the Arrangement, the completion and effective date of
the Arrangement, the receipt of necessary approvals, including
applicable governmental entity, TSX, JSE and regulatory and other
third-party approvals and consents. Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology and can be identified by words such as
"anticipate", "estimate", "project", "expect", "intend", "believe",
"plan", "forecasts", "predicts", "schedule", "forecast", "predict",
"will", "could", "may", or their negatives or other comparable
words.
Such forward-looking statements and forward-looking information
are based, in part, on factors and assumptions that may change,
thus causing actual results to differ from those expressed by the
forward-looking statements or forward-looking information. Such
factors and assumptions include the approval of the Plan of
Arrangement by governmental entities, TSX, JSE and regulatory and
other third-party approvals and consents, and the implementation of
the terms of the Plan of Arrangement, the agreement relating to the
Prospecting Rights Disposition and the agreement relating to
the RPM Debt Write-Off and the ATH Debt Write-Off.
Such forward-looking statements and forward-looking
information involve known and unknown risks, uncertainties and
other factors that may cause Atlatsa's actual results, performance
or achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by
such forward-looking statements or forward-looking
information. Such risks and factors include, but are not limited
to, the failure to satisfy the conditions to closing of the
Arrangement, including the receipt of the
required governmental entities, TSX, JSE and other
regulatory and other third-party approvals and
consents, the occurrence of any event, change or
other circumstance that could give rise to the termination of,
or failure to complete, the Arrangement, or a material adverse
effect with respect to the Company, uncertainties related to
the implementation of the Arrangement; uncertainties related to
satisfying the conditions precedent of the Arrangement.
Atlatsa advises Shareholders that these cautionary remarks
expressly qualify in their entirety all forward-looking statements
and forward-looking information attributable to Atlatsa or persons
acting on its behalf. Atlatsa assumes no obligation to update
any forward-looking statements or forward-looking
information to reflect actual results, changes in assumptions
or changes in other factors affecting such statements or
information, except as required by law. Shareholders should
carefully review the cautionary notes and risk factors contained in
this document and other documents that Atlatsa files from time to
time with, or furnishes to, the Canadian securities
regulators and which are also available under the Company's
profile on SEDAR at www.sedar.com.
SOURCE Atlatsa Resources Corporation