IMPCB 201509030009A
Proposed equity capital rising

Impala Platinum Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1957/001979/06)
JSE Convertible Bond ISIN: ZAE000175873
Convertible Bond Code: IMPCB
("Implats" or the "Company")



1. Introduction

  The shareholders of Implats (“Implats Shareholders”) are
  advised that Implats intends to raise up to ZAR4.0 billion
  through the sale of new Implats ordinary shares using an
  accelerated bookbuild process ("Specific Issue of Shares for
  Cash") subject to market conditions and the necessary
  shareholder approvals.
  In order to implement the Specific Issue of Shares for Cash,
  the approval of Implats Shareholders is required:
  -   to permit the Company to issue Implats ordinary shares
      for cash on a non-pre-emptive basis;
  -   for certain qualifying shareholders to have the ability
      to participate in the Specific Issue of Shares for Cash;
  -   for the approval of certain amendments to the Implats
      Memorandum of Incorporation (“MOI”) to cater for amongst
      other things the Specific Issue of Shares for Cash.
  The Specific Issue of Shares for Cash has been fully
  underwritten by UBS Limited (“Underwriter”) and support to
  vote in favour of the relevant resolutions at the Implats
  shareholders’ meeting has been received from a number of its
  shareholders, who in aggregate currently own approximately
  49% of the issued share capital of the Company, including,
  Coronation Fund Managers Limited ("Coronation"), Royal
  Bafokeng Holdings Proprietary Limited ("RBH") and Public
  Investment Corporation (SOC) Limited ("PIC"). Furthermore,
  Allan Gray, in its capacity as investment manager, has
  irrevocably committed to recommend to its clients to vote in
  favour   of  the   resolutions   for   all  Implats   shares
  beneficially held by its clients as at the date of the
  general meeting to approve the resolutions. Its clients, and
  not Allan Gray, are the beneficial owners of 2.6% of the
  issued share capital of Implats.
2. Specific Issue of Shares for Cash

2.1. Specific Issue of Shares for Cash

     Subject   to   market    conditions   and   the   necessary
     shareholder approvals,   it is the intention of Implats to
     offer   new  Implats     ordinary   shares   ("Subscription
     Shares") to qualifying   investors in order to raise up to
     ZAR 4.0 billion.

     Qualifying investors can submit their price and volume
     orders into a book of demand and a single clearing
     price, being the subscription payable in respect of each
     of the Subscription Shares ("Subscription Price"), will
     be established (the “accelerated bookbuild process”).

     Qualifying investors in the Specific Issue of Shares for
     Cash will pay the Subscription Price.

2.2. Terms and conditions of the Specific Issue of Shares for

     Subject   to  the   fulfilment   of  certain  conditions
     precedent, a maximum number of 171 895 144 Implats
     ordinary shares will specifically be issued for cash to
     qualifying investors at the Subscription Price to raise
     ZAR4.0 billion. To the extent that the Subscription
     Shares are not fully utilised in the placement of the
     Subscription Shares to Qualifying Investors at the
     Subscription Price via the accelerated bookbuild process
     (“Bookbuild   Placement”),    the   remainder   of   the
     Subscription Shares will, subject to the underwriting
     obligations of the Underwriter, revert back to Implats’
     authorised but unissued share capital and will be used
     for no other purpose.

     Given the Subscription Price will be determined by the
     accelerated   bookbuild    process,   subject    to   the
     underwriting arrangements concluded with the Underwriter,
     there is no maximum discount at which the Subscription
     Shares will be issued.

     The Subscription Shares to be issued are of a class of
     securities already in issue and will rank equally in
     every respect with the existing Implats ordinary shares
     in issue.

     The proposed Specific Issue of Shares for Cash is subject
     to paragraph 5.51 of the Listings Requirements which
     provides that the Specific Issue of Shares for Cash must
     be approved by a 75% majority of Implats Shareholders
     present and voting at the general meeting at which the
     proposed Specific Issue of Shares for Cash will be
     considered and voted on.

2.3. Related parties

     RBH, Coronation and PIC are material shareholders of
     Implats and therefore related parties in terms of the JSE
     Listings Requirements.

     The participation of each of RBH, Coronation and PIC in
     the Bookbuild Placement is subject to the approval by
     Implats Shareholders by way of separate inter-conditional
     resolutions, each requiring a 75% majority approval from
     those present and voting at the shareholders’ meeting,
     excluding the votes of the relevant related parties and
     their associates.

2.4. Underwriting

     Implats has entered into an underwriting agreement with
     the Underwriter who has agreed to procure investors for,
     or, failing which, to subscribe and pay for all the
     Subscription Shares. The obligations of the Underwriter
     are subject to customary conditions and termination
     events of a transaction of this nature (“Underwriting

2.5. Shareholder support

    Implats Shareholders who in aggregate currently own
    approximately 49% of the issued share capital of the
    Company, including, Coronation, RBH and PIC, have agreed
    in respect of the shares they currently own and any
    Implats ordinary shares that they may acquire prior to
    the general meeting, to support the proposed resolutions
    (excluding the relevant resolution they are not entitled
    to vote on, if applicable) that are contained in the
    notice of general meeting included in the Circular.

    Furthermore, Allan Gray, in its capacity as investment
    manager, has irrevocably committed to recommend to its
    clients to vote in favour of the resolutions for all
    Implats shares beneficially held by its clients as at the
    date of the general meeting to approve the resolutions.
    Its clients, and not Allan Gray, are the beneficial
    owners of 2.6% of the issued share capital of Implats.

2.6. Conditions Precedent to and approvals for the Specific
     Issue of Shares for Cash
    The Specific Issue of Shares for Cash is subject to the
    fulfilment of the following conditions precedent:

    -   Implats Shareholders passing a special resolution to
        approve the amendments to the MOI, which amendments
        include amendments to cater for the Specific Issue of
        Shares for Cash;
    -   Implats Shareholders passing an ordinary resolution by
        a 75% majority of those present and voting at the
        meeting giving authority in terms of paragraph 5.51(g)
        of the Listings Requirements to allot and issue the
        Subscription Shares;
    -   Implats Shareholders passing the relevant ordinary
        resolutions providing specific authorities for RBH,
        Coronation and PIC, as Related Parties, to be able to
        participate in the Specific Issue of Shares for Cash;
    -   the Underwriting Agreement becoming unconditional in
        accordance with its terms.

3. Strategy and use of proceeds


   Alongside all major commodities Platinum Group Metals
   (“PGM”) prices have been adversely impacted by a number of
   factors, including the abrupt slowdown of Chinese economic
   growth.    The recent sharp decline in PGM prices has
   compounded the impact of the prolonged strike in 2014,
   which significantly impacted productivity and had a
   material, negative effect on the overall financial
   position of the Company and its subsidiaries (the
   “Group”). Implats is therefore taking decisive action.
   Implats had budgeted to reduce operating costs by R930
   million, with a capital expenditure target of R5.5 billion
   in its 2016 financial year budget cycle. In response to
   the rapid reduction in PGM prices since June 2015 the
   intention is now to reduce the 2016 operating cost budget
   by a further R640 million (giving a total operating cost
   reduction in 2016 of R1.57 billion) and the capital
   expenditure budget by R1.3 billion.

   There will also be accelerated implementation of certain
   aspects of the strategy announced in early 2015. Due to
   the low PGM prices and a lack of profitability Implats
   intends to close 8 shaft and 12 shaft’s mechanised
   operations by December 2015. As a result of the revised
capital schedule and envisaged closures Implats is
expecting to reduce production by approximately 180,000
ounces over the next five years. This includes 145,000
ounces from 8 shaft and 12 shaft’s mechanised operations
that would not be profitable in the current price

It is important to take swift and robust action to manage
the business in line with the price environment, but
Implats continues to believe that the market fundamentals
for PGMs remain attractive over the longer term. There is
limited   incremental   PGM   supply   anticipated   beyond
increased recycling of above ground stocks whilst demand
is well positioned to benefit from the recovery of the
global economy. Increased uptake is expected from higher
catalytic converter usage with a combination of higher
vehicle demand and more stringent emission standards as
well as the evolution of the Chinese economy increasing
demand for jewellery and other industrial uses of
platinum. In line with current market consensus forecasts,
Implats therefore expects PGM prices to improve over time.

Implats is therefore focused on an action plan that
enhances its ability to operate profitably in the current
lower price environment whilst trying to ensure that short
term actions do not materially prejudice the long term
value of the Group.

3.1   Strategy:

      Implats’ key strategic focus areas remain consistent
      with the outcome of the strategic review announced
      in early 2015, but the relevant action plans have
      been re-assessed in light of the current price
      environment. The key strategic pillars include:

      -   Maintaining prudentinvestment through the
      -   Maintaining strategic optionality and
          positioning the Group for the future;
      -   Improving efficiencies/profitability through
          operational excellence and safe production;
      -   Conserving cash, especially while metal prices
          remain depressed; and
      -   Maintaining Implats’ social licence to operate.

3.1.1 Prudent investment through the cycle

      Implats   believes    that   long-term    sustainable
      stakeholder value can be achieved in the PGM
      industry through prudent capital investment through
      the cycle given limited mineral reserves, long
      project time lines and high capital intensity.

      Following the prolonged 2014 strike and in light of
      the acute decline in PGM prices, the parameters and
      balance of short and long term demands have been re-
      evaluated. The principal focus is now being placed
      on cash preservation and profitability in a lower
      price environment. On that basis, the latest 2016
      capital budget is being reduced by R1.3 billion to
      R4.2 billion.

      It nevertheless remains a priority for Implats to
      complete key capital projects that are expected to
      be value enhancing in the context of the current
      price outlook and are also important to the long
      term value of the Group. The intention is therefore
      to complete the development of 16 and 20 shafts,
      which require a rescheduled capital and development
      expenditure budget of R3.9 billion across both
      shafts over the next three years. In light of the
      price environment, however, development at 17 shaft
      will be curtailed with capital expenditure reduced
      by R235 million in 2016. Outside of these main
      projects, capital expenditure at the Impala Platinum
      Limited (“Impala”) mining operation located to the
      north of Rustenburg on the western limb of the
      Bushveld Complex (the “Impala Lease Area”), will be
      reduced by approximately R175 million. Capital
      expenditure for the Impala Lease Area is planned to
      be R2.8 billion, which includes R1.1 billion for
      off-reef development expenditure. Elsewhere across
      the Group, capital expenditure will be cut by
      approximately R45 million at Marula, US$50 million
      at Zimplats and US$13 million at Mimosa.

3.1.2 Maintaining strategic optionality

      Impala Lease Area

Consistent with the outcome of the strategic review
announced earlier in 2015 it is critical that the
Impala Lease Area be transformed. The intention is
to create a more concentrated mining operation with
access to new, modern shaft complexes making better
use of the invested fixed cost base, with higher
mining efficiencies and lower unit cost.

The old shafts (E/F, 4, 6, 7, 7A, 8 and 9 shafts)
have therefore been consolidated to optimise costs
and realise synergies. These shafts are among the
lowest-cost operations at the Impala Lease Area due
to their relatively shallow mining depth and low
capital requirements and will be mined as quickly as
possible. In the current price environment, both 8
shaft as well as the mechanised operations at 12
shaft are most at risk and the intention is to close
them by December 2015.

There will be some capital rescheduling at 16 and 20
shafts but completion will be prioritised in order
to replace the declining output from other shafts
with cost effective production and to make efficient
use of Impala’s infrastructure. The mid-life shafts
(1, 10, 11, 12 and 14 shafts) are becoming more
reliant on UG2 reef and require increased mineable
face length to improve mining flexibility and
efficiencies   to  optimise   half-level   and shaft
capacities. The 16 and 20 shaft complexes provide
access to significant new concentrated ore from the
Merensky Reef to offset the increase in UG2 and this
is expected to allow Impala to attain a mix of 50%
ore from the Merensky Reef to UG2 ore, which is
important for efficient smelter operation.

Given the revised capital schedule and envisaged
shaft closures, expected production will be reduced
by approximately 180,000 platinum ounces over the
next five years. On this basis production from the
Impala Lease Area is expected to be between 815 000
and 830,000 platinum ounces by 2020, rather than the
previous guidance of 850,000 platinum ounces by

At 17 shaft the focus is now on cash preservation
and planned capital expenditure has been reduced by
R1.5 billion to R520 million over the next two
years. The future development schedule will be kept
under review, but at this reduced level of spending
Implats will retain the flexibility to bring 17
shaft   production  on   stream   from  2021.   This
represents an eighteen month delay from the previous
plan announced in February 2015 and requires capital
expenditure of approximately R8 billion from 2018 to

Marula Platinum Proprietary Limited (“Marula”)

Marula is a relatively new, shallow, long-life ore
body with good infrastructure. Implats took a
strategic decision in 2015 to explore the sale of
Marula to realise value in the near term. However,
the sale process was terminated in May 2015 as it
became clear that shareholder value would be better
served through strategic interventions in order to
improve performance. It is expected that Marula will
be   cash   neutral  in   the   current  PGM   price


Mining  flexibility at Zimplats  Platinum  Mines
(Private) Limited (“Zimplats”) has been restored and
Zimplats aims to produce 260,000 platinum ounces per
annum in 2016. This is being achieved by re-
deploying production crews from Zimplats’ Bimha mine
to other portals and enhancing production from
opencast operations whilst the Bimha mine is
redeveloped, which is on track for completion by

Constructive discussions with the Government of
Zimbabwe continue with regard to the implementation
of its indigenization policy and a two year deferral
of the 15% export levy on unbeneficiated platinum
has been announced.

Afplats Proprietary Limited (“Afplats”)

Afplats remains a quality resource with significant
potential to develop a low-cost mechanised mine in
the   well-serviced   western   Bushveld   Complex.
Moreover, significant synergies can be realised
      through    the   use    of   Impala’s    above-ground
      infrastructure.   However,   the   project   requires
      significant capital investment, and Implats has
      resolved to defer the project for four years while
      other projects are prioritised.

      Toll refining business

      The Group has capacity available in Impala Refining
      Services Limited (“IRS’’) that enables it to benefit
      from new opportunities and diversify its production
      exposure. Implats intends to continue to be a
      leading player in this area.

3.1.3 Operational excellence

      As part of the strategic review process announced in
      early 2015 there was a bottom-up reassessment of
      operations that resulted in proposed interventions
      at   each    operation   with    specifically   targeted
      measures to improve mining efficiencies and reduce
      operating costs.       These measures included new
      initiatives around safety; introduction of new
      technology and a set of targeted short-cycle
      management controls to measure, report on and
      ultimately manage all critical mining parameters at
      individual team level. This followed a systematic
      survey to identify productivity on a team-by-team
      basis with underperforming teams identified and a
      specific action plan and monitoring process
      implemented alongside measures to increase ore
      reserve flexibility and improve the quality of
      mining. As a result of these initiatives costs for
      the 2016  financial year were reduced by
      approximately R930 million in the 2016 budget.

      In light of the price environment a number of
      further initiatives are being implemented to reduce
      operating costs across the Group in the 2016
      financial year including a reduction of head office
      and central costs; rescheduling development
      expenditure; re-assessment and rescheduling of major
      contracts; revised support strategies; reduction of
      remuneration expenditure and revised management of
      ammonium sulphate stocks. It is therefore intended
      to reduce 2016 budgeted operatingcosts by
      approximately R640 million including R400 million at
      Impala; R20 million at Marula and US$18 million at

3.1.4 Cash conservation and balance sheet flexibility

      As outlined above the capital expenditure budget has
      been revised to focus on cash preservation alongside
      a   wide  range   of  operating   cost  initiatives.
      Financial flexibility has also been improved with
      advanced discussions to extend the period of certain
      of the available credit facilities and to increase
      the overall amount available from R3.0 billion to
      R3.5 billion.

3.1.5 Social licence to operate

      Direct employee, community and broader stakeholder
      engagement is critical for Implats and expenditure
      has not been curtailed in this area. The focus
      remains on housing and the social and labour plan
      with a budgeted spend of approximately R200 million
      in   2016. Other initiatives includeskills
      development; local procurement and social

3.2   Use of proceeds

      Implats has been quick to respond to the rapid
      deterioration of the PGM price environment. It has
      built on the outcome of the strategic review process
      to put in place a revised action plan in order to
      strengthen its ability to operate on a sustainably
      profitable basis in a “lower for longer” PGM price

      The principal operations at the Impala Lease Area
      are being fundamentally repositioned with plans to
      close 8 shaft and the mechanised operations at 12
      shaft by December 2015.  There is also a
      comprehensive programme to enhance productivity on a
      team-by-team basis and a series of initiatives are
      being taken across the business to cut back
      operating and capital costs further. The overall
      objective is to reduce R640 million of working costs
      from the 2016 budget and R1.3 billion of capital
      expenditure and Implats will continue to evaluate
      its actions and priorities in the context of the
      pricing environment.

      The Group’s priorities  have therefore been
      materially re-balanced to focus on shorter term
      profitability and cash preservation. Following
      these actions the Group is expected to be EBITDA
      positive in the current PGM price environment and
      free cash flow positive across the Impala Lease Area
      and IRS, before replacement and development capital.
      It is nevertheless critical at this stage to
      safeguard the completion of key capital projects,
      the suspension or abandonment of which would have a
      materially adverse impact on the long term value of
      the Group. The completion of 16 and 20 shafts at the
      Impala Lease Area is central to this. Implats
      expects both shafts to be value accretive and
      replace the decline in output from other shafts with
      cost effective  production.  This replacement
      production also has broader benefits for the Group
      by helping efficient utilisation of infrastructure
      and increasing the proportion of high grade ore from
      the Merensky Reef that is important for smelter
      efficiency and otherwise lost as older shafts are
      mined out. Over the next three years the current
      intention is to deploy R3.9 billion across both
      shafts in development and capital expenditure.

      The proposed equity raising should allow Implats to
      implement this plan and so enhance its ability to
      operate effectively and profitably both for the
      short and long term.

      Implats remains committed to returning excess cash
      flow to its shareholders going forward as market
      conditions improve.

4. Pro forma financial effects

  As the Specific Issue of Shares for Cash will have no impact
  on the Implats financial statements other than the receipt
  of cash and the resultant impact on earnings per share there
  are no pro forma financial effects disclosed.
5. Notice of General Meeting and posting of circular

  A general meeting of Implats Shareholders will be held at
  the Company’s registered office, 2 Fricker Road, Illovo,
  Johannesburg on Tuesday, 6 October 2015 at 11h00 (South
  African time) (“General Meeting”) in order to consider and,
  if deemed fit, pass with or without modification the
  resolutions set out in the notice of General Meeting.

  A circular, incorporating the notice of General Meeting,
  will be posted to Implats Shareholders on or about 4
  September 2015.

6. Salient dates and times

The Salient dates and times regarding the Specific Issue of
Shares for Cash is set out below:

Record date for Implats shareholders to be              Friday, 28
recorded in the register to receive the circular            August
and notice of General Meeting
Circular and notice of General Meeting posted to         Friday, 4
Implats shareholders                                     September
Last date to trade in the Implats ordinary shares
                                                       Thursday, 17
in order to be recorded in the register on the
voting record date on
Voting record date to vote at the Implats General       Friday, 25
Meeting being 17:00 on                                   September
Last day for receipt of proxies for the Implats          Monday, 5
General Meeting by 11:00 on                                October
Implats General Meeting to consider, amongst other
                                                        Tuesday, 6
things, the Specific Issue of Shares for Cash at
Results of the General Meeting released on SENS on
                                                         6 October

The abovementioned times and dates are South African times and
dates and are subject to change. Any material change will be
released on SENS and in the press in South Africa. Should the
General Meeting be adjourned or postponed, it is requested
that forms of proxy be received by no later than 24 hours
(excluding Saturdays, Sundays and statutory or proclaimed
public holidays in South Africa) prior to the time of the
adjourned or postponed General Meeting.

3 September 2015

Underwriter and sole bookrunner    Transaction sponsor
UBS Limited                        UBS South Africa Proprietary

Co-independent financial adviser   Co-independent financial
Centerview Partners UK LLP         aloeCap Proprietary Limited

Legal Advisers to Implats as to    Legal Advisers to Underwriter
SA law and US law                  and sole bookrunner as to US
Fasken Martineau (incorporated     Davis & Polk & Wardwell London
in South Africa as Bell Dewar      LLP

Debt sponsor
The Standard Bank of South
Africa Limited

Forward looking statements
This    announcement    includes     certain    “forward-looking
statements” and “forward-looking information”. All statements
other than statements of historical fact included in this
announcement   including,    without    limitation,   statements
regarding future plans and objectives of Implats are forward-
looking statements (or forward-looking information) that
involve various risks, assumptions and uncertainties. There
can be no assurance that such statements will prove to be
accurate and actual values, results, actions and future events
could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue
reliance on forward-looking statements.

Any forward-looking statements in this announcement speak only
at the time of issue. Implats does not undertake to update any
forward-looking statements that are included herein, or revise
any changes in events, conditions or circumstances on which
any such statements are based, except in accordance with
applicable securities laws and securities exchange listing
Notice to investors in South Africa
This announcement does not constitute an “offer to the public”
(as such term is defined in the Companies Act). Any offer of
the Subscription Shares within South Africa pursuant to the
accelerated bookbuild placement will only be made to persons
or entities described in section 96 of the Companies Act which
lists the types of offers that are deemed not to constitute
offers to the public.

Notice to investors in the U.S.
The Subscription Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended,
or under any U.S. state securities laws, and may not be
offered or sold within the U.S. absent registration or an
applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any of the Subscription Shares
within the U.S.    Accordingly, if and when the Subscription
Shares are offered and sold, they will be offered and sold,
subject to certain exceptions, only outside the U.S in
compliance with Regulation S promulgated under the U.S.
Securities Act.

Member States of the European Economic Area
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a
“Relevant Member State”), with effect from and including the
date on which the Prospectus Directive was implemented in that
Relevant Member State, no Subscription Shares have been
offered or will be offered to the public in that Relevant
Member State prior to the publication of a prospectus in
relation to the Subscription Shares which has been approved by
the competent authority in that Relevant Member State or,
where appropriate, approved in another Relevant Member State
and notified to the competent authority in the Relevant Member
State, all in accordance with the Prospectus Directive, except
that,   with   effect   from   and   including   the   relevant
implementation date, offers of Subscription Shares may be made
to the public in that Relevant Member State at any time:
(i)   to legal entities which are qualified investors (as
      defined in the Prospectus Directive);
(ii)  to fewer than 150 natural or legal persons (other than
      qualified investors, as defined in the Prospectus
      Directive), subject to obtaining the prior written
      consent of the Underwriter; and
(iii) in any other circumstances falling within article
      3(2) of the Prospectus Directive, provided that no such offer
      of Subscription Shares shall result in a requirement for the
      publication by the Company or any bank of a prospectus
      pursuant to Article 3 of the Prospectus Directive.
For this purpose, the expression “an offer of any Subscription
Shares to the public” in relation to any Subscription Shares
in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms
of the Specific Issue and any Subscription Shares to be
offered so as to enable an investor to decide to acquire any
Subscription Shares as the same may be varied in that Relevant
Member State by any measure implementing the Prospectus
Directive in that Relevant Member State.
Notice to investors in the UK
This announcement has not been approved by an authorised
person for the purposes of section 21 of the Financial
Services   and   Markets   Act  2000   (as  amended)   (“FSMA”).
Accordingly, this announcement is only for distribution to and
directed at: (i) in the United Kingdom, persons having
professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order")and    (ii) in the United Kingdom high net worth
entities falling within Article 49(2)(a) to (d) of the Order;
(iii) persons who are outside the United Kingdom; and (iv) any
other person to whom it can otherwise be lawfully distributed
(all such persons together being referred to as "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to and will be engaged
in only with Relevant Persons.     Persons who are not Relevant
Persons   should   not   take  any   action   based  upon   this
announcement and should not rely on it.

Date: 03/09/2015 08:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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