IMPCB IMP 201705260001A
Implats Announces Final Terms of 2022 Convertible Bond Offerings
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
ADR code: IMPUY
JSE 2018 Convertible Bond ISIN: ZAE000175873
JSE 2018 Convertible Bond Code: IMPCB
FSE 2018 Convertible Bond ISIN: XS0891408469
FSE 2018 Convertible Bond Code: 089140846
(“Implats” or “Company”)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW. NOT FOR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
IMPLATS ANNOUNCES FINAL TERMS OF 2022 CONVERTIBLE BOND OFFERINGS
Implats today announces the final terms of a dual offering of ZAR 3,250 million unsecured
convertible bonds due 2022 (the “2022 ZAR Convertible Bonds”) and U.S.$250 million
unsecured convertible bonds due 2022 (the “2022 U.S.$ Convertible Bonds” and together with
the 2022 ZAR Convertible Bonds, the “2022 Convertible Bonds” or the “2022 Convertible
The 2022 Convertible Bonds will be issued and repayable at par. The 2022 ZAR Convertible
Bonds will bear interest at an annual rate of 6.375% and the 2022 U.S.$ Convertible Bonds will
bear interest at an annual rate of 3.25%. The 2022 Convertible Bonds, subject to the approval of
Implats’ shareholders, will be convertible into ordinary shares of the Company (the “Ordinary
Shares”) in accordance with, and subject to, the terms and conditions of the 2022 Convertible
Bonds. Absent such approval, holders of the 2022 Convertible Bonds will on conversion receive
a cash amount equal to the value of the underlying Ordinary Shares. The respective initial
conversion prices of U.S.$3.8907 and ZAR 50.0092 were set at a premium of 32.5% above a
reference share price of ZAR 37.7428, being the volume weighted average price of an Ordinary
Share on the Johannesburg Stock Exchange (“JSE”) between launch and pricing.
Each of the 2022 ZAR Convertible Bonds and the 2022 U.S.$ Convertible Bonds will permit
Implats to call such bonds at par plus accrued interest at any time on or after the fourth (4th)
anniversary +21 days of the settlement date, if (i) in the case of the 2022 U.S.$ Convertible
Bonds, the aggregate value of the underlying Ordinary Shares for a specified period of time is
130% or more of the principal amount of the relevant bonds or (ii) in the case of the 2022 ZAR
Convertible Bonds, if the volume weighted average price of an Ordinary Share exceeds 130% of
the conversion price for a specified period of time.
Implats intends to use the net proceeds from the 2022 Convertible Bond Offerings to refinance
its outstanding U.S.$200 million 1% convertible bonds due 2018 and ZAR2,672 million 5%
convertible bonds due 2018, thereby significantly enhancing Implats’ short-to-medium term
liquidity in line with its strategy to maintain a strong financial position.
In 2016, Implats put in place four bilateral bank facilities with aggregate capacity of ZAR4.5
billion, which each mature in June 2021. These facilities were structured to allow Implats to be
able to refinance the 2018 Convertible Bonds and are not currently drawn. As originally
structured, , these facilities would not be able to be drawn following the issue of the 2022
Convertible Bonds, however, in line with the strategy to retain a robust liquidity position, Implats
is seeking to retain all or a portion of these facilities. Discussions are therefore well underway
with relationship banks, with ZAR4.0 billion of these facilities already amended to allow them to
remain in place following the issue of the 2022 Convertible Bonds.
It is expected that settlement of the 2022 Convertible Bonds will take place on or about 6 June
2017. Implats intends to apply for admission of the 2022 ZAR Convertible Bonds for trading on
the Main Board of the JSE and the 2022 U.S.$ Convertible Bonds for trading on a European
stock exchange, in each case within 90 days following settlement of the 2022 Convertible
Following settlement, Implats shareholders will be requested to grant specific authority for the
Board of Implats to issue Ordinary Shares to satisfy conversion of the 2022 Convertible Bonds
and for certain amendments to be made to the Company’s Memorandum of Incorporation to
implement the foregoing. If the shareholder authority has not been granted by 30 November
2017, Implats may, by giving notice no later than 15 dealing days after such date, elect to
redeem all but not some of the 2022 Convertible Bonds at the greater of (i) 102% of the
principal amount of the 2022 Convertible Bonds and (ii) 102% of the fair bond value of the 2022
Convertible Bonds, as defined in the terms and conditions of the 2022 Convertible Bonds.
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited ("PwC") has been appointed
by the Board of Implats as an independent expert to consider the fairness of the relevant
transaction in relation to any related party participation in the 2022 Convertible Bond Offerings.
Deutsche Bank AG, London Branch are acting as Sole Global Co-ordinator in relation to the
2022 Convertible Bond Offerings. Deutsche Bank AG, London Branch, Morgan Stanley & Co.
International plc and Rand Merchant Bank, a division of FirstRand Bank Limited are acting as
Joint Bookrunners and Nedbank Limited, acting through its division, Nedbank CIB and The
Standard Bank of South Africa Limited are acting as Co-Bookrunners. Basis Points Capital
Proprietary Limited is acting as Local Partner to the Joint Bookrunners and Centerview Partners
UK LLP and aloeCap (Pty) Limited are acting as Joint Advisers to Implats.
26 May 2017
Deutsche Securities (SA) Proprietary Limited
The Standard Bank of South Africa Limited
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR THE CO-BOOKRUNNERS
(TOGETHER, THE “BOOKRUNNERS”) OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN
OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES
ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED
INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED
INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE
2003/71/EC, AS AMENDED, INCLUDING THE 2010 PD AMENDING DIRECTIVE. EACH PERSON WHO INITIALLY
ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE
REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A “QUALIFIED INVESTOR” WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.
IN ADDITION, IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS
DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (“FPO”) AND QUALIFIED INVESTORS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) OF THE FPO, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS
WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE
UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT
PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE
UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE
THIS ANNOUNCEMENT IS NOT BEING MADE TO AND DOES NOT CONSTITUTE AN “OFFER TO THE PUBLIC”
(AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF 2008 (THE “SA
COMPANIES ACT”) AND IS NOT, NOR IS IT INTENDED TO CONSTITUTE, A “REGISTERED PROSPECTUS” (AS
SUCH TERM IS DEFINED IN THE SA COMPANIES ACT) PREPARED AND REGISTERED UNDER THE SA
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN
INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANY’S PUBLICLY AVAILABLE
INFORMATION. NEITHER THE BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY
LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR
COMPLETENESS OF, THIS ANNOUNCEMENT OR THE COMPANY’S PUBLICLY AVAILABLE INFORMATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY
WITHOUT NOTICE UP TO THE CLOSING DATE FOR THE ISSUANCE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR
TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE
BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”). NONE OF THE COMPANY OR THE
BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY
PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THIS PRESS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-
LOOKING STATEMENTS”. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”,
“PROJECTS”, “ANTICIPATES”, “EXPECTS”, “INTENDS”, “MAY”, “WILL” OR “SHOULD” OR, IN EACH CASE,
THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF
STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING
STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-
LOOKING STATEMENTS REFLECT THE COMPANY’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANY’S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL
POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK
ONLY AS OF THE DATE THEY ARE MADE. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN OUR EXPECTATIONS OR ANY CHANGE IN
EVENTS, CONDITIONS OR CIRCUMSTANCES.
THE BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION
WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION
TO THE SECURITIES.
EACH OF THE COMPANY, THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY
DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT
CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
Date: 26/05/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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