Announcement by Implats of the fulfilment of two conditions precedent and an extension of important dates and times
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)
ANNOUNCEMENT BY IMPLATS OF THE FULFILMENT OF TWO CONDITIONS PRECEDENT
AND A FURTHER EXTENSION OF IMPORTANT DATES AND TIMES
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 its offer (Offer) to the holders (RBPlat Shareholders) of issued
ordinary shares (RBPlat Shares) in Royal Bafokeng Platinum Limited (RBPlat) as
set out in the Implats' offer circular (Offer Circular) dated 17 January 2022 and to
all the prior announcements relating to the Offer, specifically the announcements of
27 May, 15 July, 15 September and 2 November 2022 (Prior Extension
Announcements). Terms defined in the Offer Circular shall, where used in this
announcement, bear the same meaning as ascribed to them in the Offer Circular.
(b) The purpose of this announcement is to inform RBPlat Shareholders of the
fulfilment of two Conditions Precedent to which the Offer was subject and a further
extension of certain relevant dates relating to the Offer as set out in the Offer
Circular and the Prior Extension Announcements.
2. EXTENSION OF LONGSTOP DATE
(a) On 15 November 2022, the JSE approved the listing of the Offer Consideration
Shares. This fulfils the Condition Precedent set out in paragraph 3.6.1.2 of the Offer
Circular.
(b) On 16 November 2022, the Competition Tribunal announced that it had approved
the merger between Implats and RBPlat (and accordingly implementation of the
Offer) and issued a clearance certificate in respect thereof under the Competition
Act, 1998. This approval is subject to public interest and related conditions, as well
as commitments from Implats related to existing third-party concentrate processing
agreements, all of which are acceptable to Implats and have been agreed with the
Competition Tribunal. This fulfils the Condition Precedent set out in
paragraph 3.6.1.3 of the Offer Circular.
(c) The only Condition Precedent that is still outstanding is the one set out in
paragraph 3.6.1.1 of the Offer Circular, namely the issuance by the Takeover
Regulation Panel of a compliance certificate under section 121(b) of the
Companies Act, 2008. Implats has applied for such a certificate to be issued.
Once same has been issued, Implats will make a further announcement.
(d) As noted in the previous announcement dated 2 November 2022, the current date
set for fulfilment of the Conditions Precedent of 22 November 2022 may not be
met and accordingly Implats has extended the date set for fulfilment or waiver of
the Conditions Precedent (and thus the Longstop Date) to 30 December 2022. To
the extent legally required, the TRP has consented to these extensions.
(e) Implats continues to reserve the right, but not the obligation, to further extend the
date set for fulfilment or waiver of the Conditions Precedent (and thus the Longstop
Date) on the basis set out in the Offer Circular, in which event a further
announcement will be made to also amend the table of important dates and times.
3. REVISED DATES AND TIMES
Once Implats is in receipt of the compliance certificate referred to above, Implats will publish
an announcement containing revised “Important dates and times” relating to the Offer,
however advises that the Closing Date of the Offer will be extended to at least 15 December
2022.
4. OTHER TERMS OF THE OFFER
Implats continues to reserve the right, but not the obligation, to amend other terms of the
Offer on the basis set out in the Offer Circular and RBPlat Shareholders are referred to the
provisions set out in paragraph 3.16 of the Offer Circular, which remain in effect until the
Closing Date. If any such amendment is made, a further announcement will be made
detailing the relevant amendments.
5. 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.
Thursday, 17 November 2022
Illovo, Johannesburg
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
Nortons Inc.
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
Ends
Queries:
Johan Theron
E-mail: johan.theron@implats.co.za
T: +27 (0) 11 731 9013
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
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: 17-11-2022 05:30:00
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