Wrap Text
Response to firm intention announcement by Implats regarding an offer to acquire all of the shares of RBPlat
ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
(“RBPlat” or the “Company”)
RBPLAT RESPONSE TO FIRM INTENTION ANNOUNCEMENT BY IMPALA PLATINUM HOLDINGS LIMITED (“IMPLATS”)
REGARDING AN OFFER TO ACQUIRE ALL OF THE SHARES OF RBPLAT NOT ALREADY HELD BY IMPLATS
1. INTRODUCTION
1.1. Shareholders of RBPlat are referred to the firm intention announcement released by Implats on SENS on
Monday, 29 November 2021 (the “Firm Intention Announcement”) in terms of Regulation 101(4)(a) of the
Companies Regulations, 2011 (“Companies Regulations”) in relation to Implats' firm intention to make a
general offer (“Offer”) to the holders of issued ordinary shares of RBPlat (“RBPlat Shareholders”) for Implats
to acquire the issued ordinary shares of RBPlat, other than treasury shares, that it does not already hold
(“RBPlat Shares”) as contemplated in section 117(1)(c)(v) of the Companies Act, No. 71 of 2008, as
amended (“Companies Act”) and Chapter 5 of the Companies Regulations.
1.2. As set out in the Firm Intention Announcement, the Offer consideration is an amount of approximately
R150 per RBPlat Share, consisting of: (i) a cash amount of R90 per RBPlat Share; and (ii) 0.300 ordinary
shares in Implats (“Implats Shares”) per RBPlat Share (the value of which equates to R60 at the 3-day
volume weighted average price* (“VWAP”) of Implats Shares as at the close of business on 24 November
2021). The terms of the Offer are set out in further detail in the Firm Intention Announcement. Implats has
further advised in the Firm Intention Announcement that it has already concluded agreements with
certain institutional shareholders of RBPlat, being Abax Investments, Allan Gray (Pty) Ltd, Coronation Asset
Management (Pty) Ltd, M&G Investment Managers (Pty) Ltd and Ninety One SA (Pty) Ltd, which 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.
1.3. The Offer consideration referred to in paragraph 1.2 above represents a premium of 22% to RBPlat’s
closing share price of R121.92 as at the close of business on 24 November 2021, being the reference date
referred to in the Firm Intention Announcement (on the basis of Implats’ closing share price as at the close
of business on 24 November 2021). The Offer consideration also represents a premium of 62% to RBPlat’s
undisturbed closing share price of R94.80 as at the close of business on 26 October 2021 (on the basis of
Implats’ closing share price on that date), being the date prior to the release of RBPlat’s and Implats’ joint
cautionary announcement on 27 October 2021, and a premium of 75% to RBPlat’s 30-day VWAP* of
R83.33 as at 26 October 2021 (on the basis of Implats’ 30-day VWAP* as at the same date).
* Source: Bloomberg
1.4. The purpose of this announcement is to confirm that the Company has received a letter communicating
Implats’ firm intention to make the Offer (the “Firm Intention Letter”) and provide RBPlat Shareholders with
additional guidance and information in respect of the Offer, including next steps.
1.5. RBPlat has, as contemplated in Regulation 108 of the Companies Regulations, constituted an
independent board of directors, consisting of Mr. Mark Moffett (Lead Independent and Chair of the
Independent Board), Ms. Zanele Matlala, Ms. Louisa Stephens, Mr. Peter Ledger, Mr. Mike Rogers and
Ms. Thoko Mokgosi-Mwantembe (“Independent Board”) to fulfil the role of an “independent board” for
the purpose of the Offer and advising shareholders thereon as required by the Companies Regulations.
1.6. Implats has confirmed that there are no parties acting in concert with it as it relates to the Offer.
2. OFFER CIRCULARS
2.1. In accordance with Regulation 102(2)(a) of the Companies Regulations, Implats must post its offer circular
in respect of the Offer to RBPlat Shareholders (“Implats Circular”) within 20 business days of the publication
of the Firm Intention Announcement. Implats has advised in the Firm Intention Announcement that the
TRP has approved the issue of the circular by no later than 17 January 2022.
2.2. Within 20 business days of the Implats Circular being posted to RBPlat Shareholders, RBPlat will post its
response circular (“RBPlat Circular”), as required by Regulation 102(9) of the Companies Regulations.
3. INDEPENDENT EXPERT OPINION
3.1. The Independent Board has appointed PSG Capital Proprietary Limited (“Independent Expert”) as an
independent expert, as required by the Companies Regulations, to issue a report on the Offer and to
express an opinion on whether the terms and conditions of the Offer are fair and reasonable to RBPlat
Shareholders.
3.2. The opinion of the Independent Expert and the basis for its conclusion will be included in the RBPlat
Circular.
4. INDEPENDENT BOARD VIEWS
4.1. The Independent Board is considering the Firm Intention Letter and Firm Intention Announcement
together with its advisers.
4.2. As has been previously communicated to RBPlat Shareholders, RBPlat was previously in discussions with
Implats relating to a potential transaction in terms of which Implats would acquire 100% of the issued
ordinary shares of RBPlat, other than treasury shares, by way of a scheme of arrangement in terms of
section 114 of the Companies Act. These discussions were premised on a mutual belief that, amongst
other things, there is potential for significant synergies between Implats and RBPlat.
4.3. As noted in the Firm Intention Announcement, prior to delivery of the Firm Intention Letter, the key terms
of the Offer were presented to the Independent Board. Following such presentation, the Independent
Board believed it would be in the best interests of the RBPlat Shareholders to afford them the opportunity
to consider and participate in the Offer, should they so choose.
4.4. To facilitate the Offer, RBPlat has entered into a co-operation agreement with Implats in relation to the
Offer (“Co-operation Agreement”), which will be described in further detail in the RBPlat Circular. The
salient features of the Co-operation Agreement include that RBPlat, other than as required by applicable
law, shall not (among other things) approve, solicit, invite or otherwise facilitate any “Competing
Proposal”, which refers to any offer, proposal, expression of interest, enquiry, negotiation, discussion or
corporate action that could or might frustrate or prevent the Offer from being explored or implemented.
Should RBPlat breach any of these provisions, it will be liable for a break fee equal to 0.5% of the total
Offer value. If RBPlat receives an unsolicited Competing Proposal that appears to RBPlat to be superior to
the terms and conditions of the Offer, RBPlat must give Implats an opportunity to make proposals to RBPlat
in respect of an alternative arrangement or transaction in response thereto, and should Implats fail to
make such proposals, the restrictions on RBPlat referred to above will fall away.
4.5. The Independent Board does not express any view or recommendation on the merits of the Offer at this
stage. The opinion of the Independent Board, after taking into consideration the opinion of the
Independent Expert as discussed in paragraph 3 above, will be set out in the RBPlat Circular.
5. RESPONSIBILITY STATEMENT
The Independent Board, individually and collectively, accepts responsibility for the accuracy of the
information contained in this announcement, which relates to RBPlat and has placed reliance on the
information pertaining to Implats as presented by Implats in the Firm Intention Announcement. To the best
of the Independent Board’s knowledge and belief, the information contained in this announcement is true
and nothing has been omitted which is likely to affect the importance of such information.
Johannesburg
29 November 2021
Lead Corporate & Financial Advisor and Transaction Sponsor to RBPlat
Questco Proprietary Limited
Financial Advisor and JSE Sponsor to RBPlat
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Legal Advisor to RBPlat
Bowman Gilfillan Inc.
Queries:
Lindiwe Montshiwagae
Email: lindiwe@bafokengplatinum.co.za
Tel: +27 (0)10 590 4510
M: + 27 (0) 82 920 7803
Thandeka Mthembu
Email: thandekam@bafokengplatinum.co.za
Tel: +27 (0) 10 590 4510
M: +27 (0) 72 674 9601
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, including the
United States and South Africa.
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 RBPlat and 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 RBPlat’s control. RBPlat’s and 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,
RBPlat 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 and understands that the Offer will be made by Implats
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 (“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 Implats Circular.
Implats has stated that it 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.
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 08:10:00
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