Results of invitation to sell up to ZAR1.625bn of oustanding convertible bonds due 2022 issued by the Company
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South
Africa) (Registration number
code: IMP ISIN:
ADR code: IMPUY
JSE 2022 Convertible Bond ISIN:
JSE 2022 Convertible Bond Code: IMCB22
(“Implats” or the “Company”)
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY
RESULTS OF INVITATION TO HOLDERS TO OFFER TO SELL UP TO ZAR 1.625 BN
OF OUTSTANDING ZAR 3,250,000,000 6.375 PER CENT CONVERTIBLE BONDS DUE
2022 ISSUED BY THE COMPANY
Further to its SENS announcements made on 7 December 2020 and 8 December 2020,
Implats announces the final results of its invitation to the holders ("Bondholders") of its
ZAR 3,250,000,000 6.375 per cent. convertible bonds due 2022 (the “Bonds”) to offer to
sell their Bonds to the Company up to ZAR 1,625,000,000 in aggregate principal amount
of the Bonds (the "Invitation").
The Invitation was made on the terms and subject to the conditions set out in the invitation
term sheet prepared by the Company in connection with the Invitation dated 7 December
2020 (the “Invitation Term Sheet”). Capitalised terms used but not otherwise defined in
this announcement have the meaning ascribed to them in the Invitation Term Sheet.
Results of the Invitation
Following the expiration of the Invitation at 5.00 p.m. (South African time) on 9 December
2020, Implats has decided to accept for purchase Bonds validly offered for sale in an
aggregate principal amount of ZAR 241,460,000 (the “Final Acceptance Amount”) (which
represents approximately 7.4 per cent. of the Outstanding Principal Amount).
The Final Purchase Price per ZAR 10,000 principal amount for the Bonds validly offered for
sale and accepted for purchase by the Company is ZAR 38,848.78, adjusted based on the
average of the daily volume-weighted average prices of the Ordinary Shares of the
Company on the Johannesburg Stock Exchange on 7, 8 and 9 December 2020, the final
average of which was subject to a cap of ZAR 186.65 (the “Pricing Cap”), as further set out
in the Invitation Termsheet. In addition, the Company will pay, in respect of Bonds accepted
for purchase, accrued interest on the Bonds from and including the immediately preceding
interest payment date to but excluding the Settlement Date of the Invitation, which amounts
to ZAR 26.20 per ZAR 10,000 in principal amount of the Bonds.
The Invitation announced on 7 December 2020 was a proactive approach to partially settle
a material existing debt liability and simultaneously reduce the potential future dilution
associated with the conversion of the Bonds on existing Implats shareholders, in a prudent
and cost effective manner. Through the Invitation the Company has bought back 7.4 per
cent of the Outstanding Principal Amount of the Bonds at a Final Purchase Price (plus an
Accrued Interest Payment) that was attractive to Implats, based on the Pricing Cap put in
place as part of the Invitation.
During the course of the Invitation Period the share price increased over a short period of
time to breach the Pricing Cap. This movement was due to a number of factors, including
general positive market sentiment and the strong liquidity of the Implats’ shares. Despite
the interest expressed by a number of Bondholders to participate in the Invitation, the share
price appreciation limited their ability to cover their short positions which they had in place
over the Ordinary Shares in order to hedge their equity exposure under the Bonds.
Consequently, many of these Bondholders elected not to participate in the Invitation.
The Company will continue to pursue its goal of proactive balance sheet management
within its approved capital allocation framework in a prudent and responsible manner, and
will explore various options, including potential bond and share repurchases, in the context
of evolving market sentiment and trading conditions.
Settlement is expected to take place on or around 22 December 2020. The Bonds
repurchased by the Company will be cancelled in accordance with their terms and
conditions. Following the cancellation of the repurchased Bonds, Bonds with an aggregate
principal amount of ZAR 3,008,530,000 will be outstanding.
Morgan Stanley & Co. International plc acted as sole Dealer Manager in relation to the
Requests for information in relation to the terms of the Invitation should be directed to the
Dealer Manager as follows:
Morgan Stanley & Co. International plc
25 Cabot Square Canary Wharf London, E14 4QA United
Attention: Daniele Bonomo
Telephone: +44 20 7677-9487
IMPORTANT NOTICE IN RELATION TO THE INVITATION
This announcement does not constitute an invitation to participate in any jurisdiction in which, or to or from any person to or from whom,
it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement comes are required by each of the Company and the Dealer
Manager to inform themselves about, and to observe, any such restrictions.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an
offer to sell securities in the United States. The securities referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or pursuant to an
exemption from registration.
This announcement is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This
includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic
communication. Accordingly, copies of this announcement and any other documents or materials relating to the Invitation are not being,
and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States, to U.S. persons or to persons located or resident in the United States
and Bonds cannot be offered for purchase in the Invitation by any such use, means, instruments or facilities or from within the United
States or by persons located or resident in the United States, as defined in Regulation S of the US Securities Act of 1933, as amended
(the “Securities Act”). Persons into whose possession this announcement, the Invitation or any document or other information referred
to herein comes should inform themselves about and observe any such restrictions. Failure to comply with these restrictions may result
in a violation of applicable laws and any purported offer of Bonds for purchase resulting directly or indirectly from a violation of these
restrictions will be invalid and offers of Bonds for purchase made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States or a U.S. person
will be invalid and will not be accepted.
This announcement is not an offer of securities for sale or an invitation to offer or sell securities in the United States. Securities may not
be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The
purpose of this announcement is limited to the Invitation and this announcement may not be sent or given to a person in the United
States. Each holder of Bonds participating in the Invitation will represent that it is not located in the United States and is not participating
in the Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in the Invitation from the United States.
For the purposes of this and the above two paragraphs, “United States” means the United States of America, its territories and
possessions, any state of the United States of America and the District of Columbia.
The communication of this announcement by the Company and any other documents or materials relating to the Invitation is not being
made, and this announcement and any such documents and/or materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement
and any such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section
21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons in the United Kingdom who have
professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (2) persons who fall within Article 43(2) of the FPO; or
(3) any other persons to whom these documents and/or materials may otherwise lawfully be communicated. Any investment or
investment activity to which this announcement relates is available only to such persons or will be engaged in only with such persons
and other persons should not rely on it.
This announcement and any other offering material relating to an Invitation may be distributed in France only to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither this
announcement, nor any other such materials relating to the Invitation has been nor will be submitted for clearance to, nor approved by
the Autorité des Marchés Financiers.
None of the Invitation, this announcement, the Invitation Term Sheet or any other documents or materials relating to the Invitation have
been or will be submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (“CONSOB”) pursuant
to Italian laws and regulations. The Invitation is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers’ regulation”).
Accordingly, the Invitation is only addressed to holders of Bonds located in the Republic of Italy who are “qualified investors” (investitori
qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1,
letter b) of the Issuers’ Regulation.
Holders or beneficial owners of the Bonds that are resident or located in Italy may offer their Bonds for purchase in the Invitation
through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB, the Bank of Italy or any other Italian authority. Each intermediary must comply with the applicable
laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Invitation.
The communication of this announcement by the Company and any other documents or materials relating to the Invitation should not
be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature under the
South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended or re-enacted). The Invitation 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, 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 Companies Act.
This announcement does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Bonds, as applicable (and
offers of Bonds for purchase in the Invitation will not be accepted from Bondholders), in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed
broker or dealer and the Dealer Manager or its affiliates is such a licensed broker or dealer in such jurisdictions, the Invitation shall be
deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Company in such jurisdictions.
10 December 2020
Morgan Stanley & Co. International plc
Nedbank Corporate & Investment Banking
Date: 10-12-2020 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.