Implats firm intention to make an offer to acquire all of the shares in Royal Bafokeng Platinum Ltd
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1957/001979/06)
JSE Share code: IMP ISIN: ZAE000083648
ADR code: IMPUY
(“Implats” or “Group”)
ANNOUNCEMENT BY IMPLATS OF ITS FIRM INTENTION TO MAKE AN OFFER TO
ACQUIRE ALL OF THE SHARES IN ROYAL BAFOKENG PLATINUM LIMITED THAT IT
DOES NOT ALREADY HOLD
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
1. INTRODUCTION
(a) Shareholders of Royal Bafokeng Platinum Limited (RBPlat) are hereby advised
that Implats has, on 26 November 2021, communicated to the independent
board of directors of RBPlat, Implats' firm intention to make a general offer to
the holders of issued ordinary shares of RBPlat (RBPlat Shareholders) for
Implats to acquire all the issued ordinary shares of RBPlat, other than treasury
shares, that it does not already hold (RBPlat Shares).
(b) The purpose of this firm intention announcement is to advise RBPlat
Shareholders of the terms and conditions of the offer.
(c) As at the date of this announcement, Implats has concluded agreements with
certain institutional shareholders of RBPlat (which shareholders the Takeover
Regulation Panel (TRP) has permitted Implats to approach) to acquire
70,859,372 RBPlat Shares constituting approximately 24.52% of the RBPlat
Shares in issue. In accordance with the TRP's specific instruction that same be
disclosed in this announcement, the institutions who sold RBPlat Shares to
Implats are Abax Investments, Allan Gray (Pty) Ltd, Coronation Asset
Management (Pty) Ltd, MandG Investment Managers (Pty) Ltd and Ninety One
SA (Pty) Ltd and, where required, the applicable announcements will be made
in due course. Save for shares in RBPlat thus to be acquired, neither Implats
nor any person acting in concert with Implats holds or controls (directly or
indirectly) any other RBPlat Shares or options to acquire any RBPlat Shares as
at the date of this announcement. Save as may be prohibited under the
Companies Act, 2008 (Companies Act) or Chapter 5 of the Companies
Regulations, 2011 (Takeover Regulations), Implats may be acquiring further
RBPlat Shares after the date of this announcement whilst the Offer remains
open and, if required under the Companies Act or the Takeover Regulations,
will make further disclosures and announcements in that regard.
(d) Following presentation of the key terms of Implats' intended offer to the
independent board of RBPlat and pursuant to a co-operation agreement
between Implats and RBPlat, RBPlat has agreed to facilitate the making of the
offer to the RBPlat Shareholders. This co-operation agreement also contains
(among other provisions) undertakings given by RBPlat in relation to possible
competing proposals and further details regarding this co-operation agreement
will be set out in the offer circular to be distributed by Implats to the RBPlat
Shareholders in due course (Offeror Circular).
2. TERMS OF THE OFFER
(a) Implats intends to make a general offer (Offer) to RBPlat Shareholders other
than the holders of treasury shares, on the basis contemplated in section
117(1)(c)(v) of the Companies Act and the Takeover Regulations, to acquire
from the RBPlat Shareholders who accept the Offer (Offer Participants) the
RBPlat Shares thus sold (Offer Shares) for a consideration (Offer
Consideration) of R150 per Offer Share, consisting of (i) a cash amount of
R90 per Offer Share and (ii) 0.300 ordinary shares in Implats (Implats Shares)
per Offer Share (the value of which equates to R60 at the 3-day volume
weighted average price (VWAP) of an Implats Share as at the close of business
on the Reference Date referred to below). In the event that RBPlat declares a
dividend or makes a distribution after the date of this announcement, the cash
component of the Offer Consideration will be reduced by an amount equal to
the RBPlat dividend on a Rand for Rand basis.
(b) As at the end of trade on 24 November 2021 (Reference Date), the Offer
Consideration represents a premium of 23% to RBPlat’s closing share price of
R121.92 on the Reference Date and a premium of 80% to RBPlat's 30-day
VWAP of R83.51 prior to RBPlat and Implats’ joint cautionary announcement
on 27 October 2021.
(c) If the conditions precedent for the implementation of the Offer set out in
paragraph 5 below (Offer Conditions Precedent) have all been fulfilled or
waived, Implats will acquire all the Offer Shares validly tendered into the Offer
and the Offer Participants will dispose of and transfer the relevant Offer Shares
to Implats in exchange for the Offer Consideration per Offer Share thus sold,
which will be discharged by Implats through:
(i) the settlement of the share component by issuing or procuring the
transfer of Implats Shares to each relevant Offer Participant (including
the transfer secretaries for and on behalf of Offer Participants); and
(ii) the settlement of the cash component by paying the applicable cash
consideration to each relevant Offer Participant (including the transfer
secretaries for and on behalf of Offer Participants).
(d) Offer Participants shall be entitled to receive the share component of the Offer
Consideration for every one Offer Share sold on the basis that where an Offer
Participant's entitlement to the share component of the Offer Consideration
results in a fractional entitlement to Implats Shares, such fraction of an Implats
Share will be rounded to the nearest whole number, resulting in allocations of
whole Implats Shares on the basis set out in the Offeror Circular.
(e) Implats may determine that the Implats Shares to which Foreign Offer
Participants (being Offer Participants who are resident or located or who have
registered addresses in any jurisdiction outside South Africa and who may not
be entitled to receive Implats Shares without violating applicable law or
regulatory requirements or to whom the issue of Implats Shares may be
prohibited or be subject to requirements that are unduly onerous or impractical)
are entitled as part of the Offer Consideration under the Offer, will not be issued
to such Foreign Offer Participants but will instead be issued to an independent
sales agent to hold same for and on behalf of such Foreign Offer Participants
on the basis that the sales agent will, as soon as practicable following the date
on which the Offer is declared to be fully unconditional and is implemented, sell
those Implats Shares through a market sale process and remit the net proceeds
of such Implats Shares to the relevant Foreign Offer Participants as if it were
part of the cash component of the Offer Consideration. Further details will be
set out in the Offeror Circular.
(f) If Offer Participants accept the Offer in respect of at least 90% of the issued
shares in RBPlat (other than treasury shares and shares already held by
Implats, persons related or inter-related to Implats and persons acting in
concert with Implats) and if the Offer becomes wholly unconditional and is
implemented, Implats may (at its election) invoke the provisions of section 124
of the Companies Act to compulsorily acquire all of the RBPlat Shares not
already tendered for sale under the Offer.
3. INFORMATION ABOUT IMPLATS AND RBPLAT
(a) Implats is a public company, duly registered and incorporated in accordance
with the laws of the Republic of South Africa, with registration number
1957/001979/06 and is listed on the main board of the JSE, under share code
IMP, and a level 1 American Depositary Receipt (IMPUY). Further information
on Implats can be found at www.implats.co.za.
(b) RBPlat is a public company, duly registered and incorporated in accordance
with the laws of the Republic of South Africa, with registration number
2008/015696/06 and is listed on the main board of the JSE, under share code
RBP. Further information on RBPlat can be found at
www.bafokengplatinum.co.za and in paragraph 4 below.
4. RATIONALE FOR THE OFFER
(1) RBPlat is a mid-sized PGM producer with mining and concentrating operations
contiguous to Implats’ Impala Rustenburg portfolio on the Western Limb of the
Bushveld Igneous Complex in South Africa. Its mineral reserve inventory is
notable due to its size and quality, with a mechanised, Merensky-rich orebody,
aligned to robust future demand for platinum, nickel and copper.
(2) Implats’ acquisition of RBPlat offers compelling strategic, operational and
financial benefits for all stakeholders through securing a significant Western
Limb production base that enhances and entrenches the region’s position as
the most significant source of global primary PGM production.
(3) A sizeable and sustainable Western Limb operation will deliver tangible socio-
economic benefits for the region and its communities, including employment
security and through sustained indirect benefits for the various industries and
stakeholders supported by mining activities in the greater-Rustenburg region.
(4) For RBPlat Shareholders, the Offer provides a compelling value proposition
by crystallising inherent equity value at an attractive premium, through the
receipt of a combination of cash and high quality and liquid scrip in a company
which offers:
(i) exposure to a global portfolio, comprising operating PGM assets,
projects, and a toll refining business, which is well-positioned to capture
the benefits of the full PGM value chain through integrated processing
facilities, including wholly-owned smelters, as well as base and precious
metal refineries;
(ii) the opportunity to benefit from regionally diverse production growth
across shallow, mechanised operations on the Eastern Limb of the
Bushveld Complex, Canada and Zimbabwe and the planned expansion
of installed processing capacity across the Group;
(iii) the best position to deliver future operational benefits of significant,
unique regional synergies presented by these contiguous operations,
given its comprehensive experience of the ore body and its ability to
leverage cost effective opportunities for future growth; and
(iv) an attractive and sustainable dividend yield underpinned by clear and
disciplined capital allocation priorities and a strong and flexible balance
sheet.
(5) For Implats shareholders, the Offer will deliver on Implats’ stated value-
focused strategy to increase exposure to low-cost, shallow, mechanised
assets, further positioning the Group with a quality portfolio of high-value,
sustainable and competitive operations through the cycle.
(6) Further, the Offer will enhance Implats’ ability to:
(i) deploy its significant, scale, relevance, mineral resource base and
technical capabilities to further grow and optimise value delivery of its
asset portfolio;
(ii) progress enhanced regional socio-economic stability, sustainability, and
shared value delivery;
(iii) enhance strategic optionality to significantly extend life of mine
production profiles, which will enhance job security and socio-economic
benefits to all concerned stakeholders; and
(iv) increase its ability to further pursue substantial, unique regional
synergies in the fullness of time through broader collaboration and/or
the logical combination of complementary assets and shared
infrastructure.
5. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE OFFER
(a) The making and implementation of the Offer will be subject to the fulfillment or,
where applicable, waiver (to the extent that they can be lawfully waived) of the
following conditions precedent:
(i) RBPlat Shareholders accepting the Offer and tendering RBPlat Shares
thereunder constituting more than 50% (or such lower percentage as
Implats may announce that it is willing to accept) of the entire issued
share capital of RBPlat (excluding treasury shares) if aggregated with
the RBPlat Shares already held by Implats;
(ii) Implats having obtained the approval from the Financial Surveillance
Department of the South African Reserve Bank in terms of the
Exchange Control Regulations, 1961 (to the extent required) and
Implats and RBPlat having obtained all such approvals as may be
required from the JSE Limited (JSE) and the TRP, respectively, in terms
of the JSE Listings Requirements, the Companies Act or the Takeover
Regulations (as applicable) in connection with the Offer and its
implementation, including (without limitation):
(A) the JSE and the TRP approving all relevant documentation to be
sent to the RBPlat Shareholders, including the Offeror Circular;
(B) a compliance certificate issued by the TRP in terms of section
121(b) of the Companies Act; and
(C) approval of the JSE for the listing on the JSE of all Implats
Shares that constitute the share component of the Offer
Consideration (and to the extent applicable, the entitlement to
such Implats Shares);
(iii) to the extent required and by no later than 31 July 2022, Implats and
RBPlat having obtained all approvals required for the implementation of
the Offer and the acquisition by Implats of the Offer Shares from the
Competition Commission, the Competition Tribunal and/or the
Competition Appeal Court (as the case may be), as are required in terms
of the Competition Act, 1998;
(iv) to the extent required under any material contract to which RBPlat or its
affiliates are party and relating to the continued operation of its business
and by no later than the date referred to in paragraph (iii) above, RBPlat
having obtained approval from its third-party financiers and contract
counterparties for any change of control arising from the Offer (if
implemented); and
(v) none of the following occurs between the date of this announcement
and the date on which the Offer is declared to be unconditional
(measured using publicly available information):
(A) the production output (in ounces) of RBPlat and its subsidiaries
for any rolling three-month period reduces by more than 15 %
(fifteen percent) in comparison to the preceding three-month
period for any reason; or
(B) there is a 20% (twenty percent) or more reduction in the free
cash flow (FCF) of RBPlat and its subsidiaries for any rolling
three-month period in comparison to the preceding three-month
period for any reason (FCF being calculated as follows: cash
generated from operating activities less capital expenditure as
reflected in the cash flow statement of RBPlat for the time being).
(b) Implats reserves the right and shall be entitled, in its sole and absolute
discretion:
(i) to extend the date set for fulfilment or waiver of any of these Offer
Conditions Precedent, which Implats may only do in accordance with
the requirements of the Takeover Regulations and any other applicable
laws (where relevant); and/or
(ii) to waive (in whole or in part) any of the Offer Conditions Precedent
referred to in paragraphs 5(a)(i), 5(a)(iv) and/or 5(a)(v) above.
(c) If these Offer Conditions Precedent are fulfilled or waived and the Offer has
become wholly unconditional and is to be implemented, an announcement will
be released on SENS, and, where required, published in the South African
press to that effect and the effective date will be six business days thereafter.
At the date of this announcement, it is estimated that such effective date will be
9 August 2022. Announcements will also be released on SENS, and, where
required, published in the South African press as soon as possible after the
non-fulfilment of any Offer Condition Precedent or any extension of any date
set for fulfilment or waiver of any of the Offer Conditions Precedent.
6. CONFIRMATIONS TO THE TRP
(a) Implats has provided the TRP with confirmation that it has a sufficient number
of Implats Shares available in order to satisfy the share component of the Offer
Consideration as and when required under the Offer.
(b) The TRP has been furnished with the requisite cash confirmations in
compliance with regulations 111(4) and 111(5) of the Takeover Regulations
from JPMorgan Chase Bank, N.A., Johannesburg Branch, Nedbank Limited
and The Standard bank of South Africa Limited in order to satisfy the cash
component of the Offer Consideration.
7. DISTRIBUTION OF THE OFFEROR CIRCULAR
The Executive Director of the TRP has given approval for the Offeror Circular to be
distributed to RBPlat Shareholders by no later than 17 January 2022. The Offeror
Circular will include, inter alia, further details of the Offer. The salient dates in relation
to the Offer will be published at or about the time of distribution of the Offeror Circular.
8. CATEGORISATION FOR IMPLATS
The Offer, if implemented in full, is categorised as a category 2 transaction for Implats
in terms of the JSE Listings Requirements, and accordingly Implats shareholder
approval is not required. Should RBPlat become a subsidiary of Implats as a result of
the Offer, Implats will ensure that the provisions of RBPlat’s memorandum of
incorporation do not frustrate Implats in any way from compliance with its obligations
in terms of the JSE Listings Requirements.
9. FINANCIAL INFORMATION OF RBPLAT
(a) The value of the net assets as at 30 June 2021 and the profit attributable to the
net assets of RBPlat for the six month period ended 30 June 2021 are
R24 275.5 million and R4 739 million, respectively (RBPlat Financial
Information).
(b) The RBPlat Financial Information in this announcement has been extracted
from RBPlat’s reviewed results for the interim period ended 30 June 2021
(RBPlat Results), which were prepared in terms of International Financial
Reporting Standards.
(c) The TRP has given approval that the relevant pro forma financial information to
be made available to RBPlat Shareholders will be contained in the Offeror
Circular.
10. RESPONSIBILITY STATEMENT
The board of directors of Implats (to the extent that the information relates to Implats)
accepts responsibility for the information contained in this announcement and, to the
best of the Implats board’s knowledge and belief, that information is true and this
announcement does not omit anything likely to affect the importance of the information
included.
Illovo, Johannesburg
29 November 2021
Corporate Advisor and Lead Financial Advisor to Implats
Macquarie Advisory and Capital Markets South Africa (Pty) Ltd
Financial Advisors to Implats
J.P. Morgan
Nedbank Limited
The Standard Bank of South Africa Limited
Legal Advisor to Implats
Alchemy Law Africa
Legal Advisor to Implats as to US law
Davis Polk & Wardwell London LLP
Transaction Sponsor to Implats
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Queries:
Johan Theron
E-mail: johan.theron@implats.co.za
T: +27 (0) 11 731 9013/43
M: +27 (0) 82 809 0166
Emma Townshend
E-mail: emma.townshend@implats.co.za
T: +27 (0) 21 794 8345
M: +27 (0) 82 415 3770
Alice Lourens
E-mail: alice.lourens@implats.co.za
T: +27 (0) 11 731 9033/43
M: +27 (0) 82 498 3608
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement is for information purposes only. It is not intended to and does not
constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the acquisitions of securities
contemplated hereby or otherwise nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
This announcement contains "forward-looking statements". 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.
Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations and assumptions regarding
the future of Implats' 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 Implats' control. Implats' 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, Implats does not have any
obligation to publicly update or revise any forward-looking statements to reflect subsequent
events or circumstances.
Important information for US shareholders
RBPlat is a public company incorporated in South Africa. The Offer will be made to RBPlat
Shareholders in the United States in compliance with the applicable US tender offer rules
under the US Securities Exchange Act of 1934, as amended (US Exchange Act), including
Regulation 14E thereunder, and otherwise in accordance with the requirements of South
African law. Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those applicable under US domestic
tender offer law and practice. The financial information of RBPlat and Implats, including any
included in the offer documentation, will not have been prepared in accordance with US GAAP,
or derived therefrom, and may therefore differ from, and not be comparable with, financial
information of US companies.
The Implats Shares to be issued pursuant to the Offer as part of the Offer Consideration (the
Consideration Shares) have not been, and will not be, registered under the US Securities
Act of 1933, as amended (the US Securities Act), or under any laws or with any securities
regulatory authority of any state, district or other jurisdiction, of the United States, and may
only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any applicable state
and other securities laws. There will be no public offer of any securities in the United States.
This announcement does not constitute an offer to sell or solicitation of an offer to buy any of
the shares in the United States. Further details of which US and other RBPlat Shareholders
are eligible to receive the Consideration Shares, and the procedural steps required to be taken
by such persons to so receive such shares, as well as the procedures for those US and other
RBPlat Shareholders who do not so qualify to receive the Consideration Shares, will be set
forth in the Offer Circular. Also see paragraph 2(e) of this announcement.
Implats and its affiliates or brokers (acting as agents for Implats and its affiliates, as applicable)
may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or
arrange to purchase outside the United States, shares in RBPlat or any securities that are
convertible into, exchangeable for or exercisable for such shares before or during the period
in which the Offer remains open for acceptance, to the extent permitted by, and in compliance
with, Rule 14e-5 under the US Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices. Information about
any such purchases or arrangements to purchase that is made public in accordance with
South African law and practice will be available to all investors (including in the United States)
via announcements on the Stock Exchange News Service (or SENS) of the JSE Limited.
Neither the US Securities and Exchange Commission (SEC) nor any US state securities
commission has approved or disapproved of the Consideration Shares to be issued in
connection with the Offer, or determined if this announcement or the Offer Circular is accurate
or complete. Any representation to the contrary is a criminal offence in the United States.
The Consideration Shares have not been and will not be listed on a US securities exchange
or quoted on any inter-dealer quotation system in the United States. Implats does not intend
to take any action to facilitate a market in the Consideration Shares in the United States.
The Offer, if consummated, may have consequences under US federal income tax and
applicable US state and local, as well as non-US, tax laws for RBPlat Shareholders. Each
RBPlat Shareholder is urged to consult his or her independent professional adviser regarding
the tax consequences of the Offer.
It may not be possible for RBPlat Shareholders in the United States to effect service of process
within the United States upon RBPlat and/or Implats (each a company incorporated in South
Africa), or their respective officers or directors, some or all of which may reside outside the
United States, or to enforce against any of them judgments of the United States courts
predicated upon the civil liability provisions of the federal securities laws of the United States
or other US law. It may not be possible to bring an action against RBPlat and/or Implats or
their respective officers or directors, in a non-US court for violations of US law, including the
US securities laws. Further, it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court’s judgement. In addition, it may be difficult to enforce in
South Africa original actions, or actions for the enforcement of judgments of US courts, based
on the civil liability provisions of the US federal securities laws.
Date: 29-11-2021 08:00:00
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