Implats Secures a Controlling Shareholding in RBPlat, Extension of the Longstop Date and Closing Date for the Offer
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 the Company)
IMPLATS SECURES A CONTROLLING SHAREHOLDING IN ROYAL BAFOKENG PLATINUM
LIMITED (RBPLAT) AND EXTENSION OF THE LONGSTOP DATE AND CLOSING DATE FOR
THE OFFER TO RBPLAT SHAREHOLDERS
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 all
the prior announcements relating to the Offer. 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 (i) advise that Implats has secured control
of the majority of the issued share capital of RBPlat, (ii) announce Implats’ intention
to increase broad-based empowerment in the PGM sector through the introduction
of empowerment transactions across Implats’ subsidiary, Impala Platinum Limited
(Impala), and RBPlat, and (iii) announce a further extension of certain relevant
dates relating to the Offer as set out in the Offer Circular and the prior
announcements.
2. IMPLATS SECURES A CONTROLLING SHAREHOLDING IN RBPLAT
(a) Implats has concluded an agreement with the Public Investment Corporation (SOC)
Limited to acquire 26,895,876 RBPlat Shares, constituting approximately 9.26% of
the RBPlat Shares in issue for a consideration per RBPlat Share equal to the Offer
Consideration as described in the Offer Circular. Implats has also acquired a further
890,285 RBPlat Shares, constituting approximately 0.31% of the RBPlat Shares in
issue for a consideration per RBPlat Share equal to the Offer Consideration as
described in the Offer Circular. After these trades are implemented, Implats will
hold RBPlat Shares comprising an aggregate of approximately 55.46% of the
RBPlat Shares in issue, and as a consequence, Implats will control the majority of
the issued shares in RBPlat and RBPlat will become a subsidiary of Implats. Implats
has disclosed these acquisitions to the Takeover Regulation Panel (TRP) as
required under Chapter 5 of the Companies Regulations, 2011 (Takeover
Regulations).
(b) As announced on 17 November 2022, Implats has obtained approval under the
Competition Act, 1998 (Merger Approval) for Implats acquiring control of RBPlat
and for the resultant merger between Implats and RBPlat, subject to certain public
interest and related conditions. As Implats will hold more than 50% of the RBPlat
Shares in issue, the relevant public interest and related conditions of the Merger
Approval will be activated.
(c) Save as may be prohibited under the Companies Act or the Takeover Regulations,
Implats may acquire additional RBPlat Shares after the date of this announcement
whilst the Offer remains open or if the Offer lapses and, if required under the
Companies Act or the Takeover Regulations, will make further disclosures and
announcements in that regard.
3. INTRODUCTION OF A BROAD-BASED EMPOWERMENT TRANSACTION
(a) Implats is pleased to announce that it intends to facilitate increased broad-based
ownership in the PGM sector through the implementation of an empowerment
ownership structure at both Impala and RBPlat, through its wholly-owned subsidiary
Royal Bafokeng Resources Limited (RBR), which houses RBPlat’s operations (the
Proposed Empowerment Transaction).
(b) As part of the Merger Approval conditions, Implats committed to renew and promote
a greater spread of ownership at both RBPlat’s operations and its own Impala
Rustenburg operations. The Proposed Empowerment Transaction includes the
commitments made in relation to the creation of a community share ownership trust
(CSOT) across both companies, as well as the option to replace the RBPlat
employee share ownership plan which RBPlat has agreed to implement as detailed
in their annual report (RBPlat ESOP), with an employee share ownership trust
(RBPlat ESOT), at the election of RBPlat employees. In addition, Implats has
partnered with Siyanda Resources Proprietary Limited (Siyanda), which will lead a
broad-based empowerment consortium (Siyanda Consortium) as part of the
Proposed Empowerment Transaction.
(c) The Proposed Empowerment Transaction will comprise the following:
(i) The creation of a CSOT holding a 4% equity interest across both Impala
and RBR for the benefit of the host-communities of Impala and RBPlat;
(ii) At the election of RBPlat employees, the establishment of the RBPlat ESOT
holding a 4% equity interest at RBPlat’s operations, through RBR, on similar
terms and conditions to the current Impala ESOT, to replace the RBPlat
ESOP, which is a 3% profit participation scheme; and
(iii) The introduction of a strategic empowerment partner, the Siyanda
Consortium, which will acquire a 5% equity interest in both Impala and RBR
through a special purpose investment vehicle (Siyanda SPIV).
(d) In addition, an approximate 3% shareholding in Impala and RBR is intended to be
warehoused for entrepreneurs, with a focus on women and youth entrepreneurs,
from the Rustenburg community.
(e) It is the intention that to the CSOT and RBPlat ESOT will be funded through interest-
free vendor funding, with dividends received used to repay debt and implement
community socio-economic initiatives. Furthermore, it is anticipated that the
Siyanda SPIV shareholding will be funded through a combination of equity from
Siyanda and debt funding on commercial terms from third-parties, Impala and RBR,
with the majority of dividends used to repay debt and a trickle dividend flowing to
the Siyanda SPIV beneficiaries. The implementation of the envisaged equity
participation of the CSOT, RBPlat ESOT and the Siyanda SPIV at RBR will be
supported by Implats in its capacity as the majority and controlling shareholder of
RBPlat, subject to relevant commercial and governance considerations.
(f) The Proposed Empowerment Transaction remains subject to, inter alia, the
conclusion of definitive agreements, the securing of funding by the Siyanda
Consortium and the necessary approvals, to the extent required. Further
information relating to the Proposed Empowerment Transaction will be provided to
shareholders in due course.
4. EXTENSION OF THE LONGSTOP DATE AND CLOSING DATE FOR THE OFFER
(a) Shareholders are referred to the Implats’ announcement dated 26 April 2023, which
advised that the remaining Conditions Precedent outstanding to declare the Offer
unconditional are (i) the issue of a Compliance Certificate by the TRP in respect of
the Offer and, (ii) approval by the JSE for the listing of the Offer Consideration
Shares.
(b) Implats advises that the Longstop Date set for fulfilment or waiver of the Conditions
Precedent, and the Closing Date of the Offer, is extended to Wednesday, 28 June
2023. Implats continues to reserve the right to further extend these dates in its sole
discretion, in which event a further announcement will be made.
(c) In the event that the remaining two Conditions Precedent are not fulfilled by the
Longstop Date, RBPlat Shareholders are reminded that Implats does not have an
obligation to further extend the Longstop Date, which would result in the Offer
lapsing.
5. OTHER TERMS OF THE OFFER
Implats continues to reserve the right to amend other terms of the Offer on the basis set
out in the Offer Circular. RBPlat Shareholders are therefore 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.
6. 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.
31 May 2023
Illovo, Johannesburg
Corporate Advisor and Lead Financial Advisor to Implats
Macquarie Advisory and Capital Markets South Africa (Pty) Ltd
Joint Financial Advisor to Implats
The Standard Bank of South Africa Limited
Guarantor provider to Implats
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
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: 31-05-2023 08:00:00
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