IMPALA PLATINUM HOLDINGS LIMITED - Announcement by9 Dec 2021
Announcement by Implats of its acquistion of further shares in Royal Bafokeng Platinum Limited

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 ACQUISTION OF FURTHER SHARES IN ROYAL
BAFOKENG PLATINUM LIMITED

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)    Implats refers to the announcement of 29 November 2021 of Implats' firm
              intention to make a general offer (Offer) to the holders (RBPlat Shareholders)
              of issued ordinary shares (RBPlat Shares) in Royal Bafokeng Platinum Limited
              (RBPlat) and to the announcements of 1, 2 and 8 December 2021 (Previous
              Announcements).
       (b)    The purpose of this announcement is to advise RBPlat Shareholders that
              Implats has, since the Previous Announcements acquired further RBPlat
              Shares.
2.     ACQUISTION OF FURTHER SHARES

       (a)    Implats has concluded agreements to acquire a further 8,818,523 RBPlat
              Shares constituting approximately 3.05% of the RBPlat Shares in issue. After
              the aforementioned trades are implemented, Implats will hold RBPlat Shares
              comprising an aggregate of approximately 35.31% of the RBPlat Shares in
              issue. Implats confirms that these acquisitions have already been disclosed to
              the Takeover Regulation Panel (TRP) as required under Chapter 5 of the
              Companies Regulations, 2011 (Takeover Regulations).
       (b)    Once settlement of the trade referred to above has occurred, Implats would
              have acquired RBPlat Shares that would enable Implats to exercise at least
              35% of all voting rights attached to RBPlat Shares in issue. The TRP has ruled
              that Implats' general offer that was announced on 29 November 2021 will
              become a mandatory offer under section 123 of the Companies Act, 2008
              (Companies Act) on the same terms conditions, save with regard to the
              condition on minimum acceptances. The consideration will be the same as
              offered under such general offer.

       (c)    The TRP has accordingly ruled that the condition on minimum acceptances of
              more than 50% set out at paragraph 5(a)(i) of the firm intention announcement
              of 29 November 2021 is no longer applicable. Accordingly, this transaction will
              continue on the basis of Section 117(1)(c)(v) of the Companies Act, subject
              only to regulatory approval(s).
       (d)    Save as may be prohibited under the Companies Act or the 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.
3.     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
9 December 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 Advisors to Implats
Alchemy Law Africa

ENSafrica

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.

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: 09-12-2021 05:48:00
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