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ROYAL BAFOKENG PLATINUM LIMITED - RBPCB - Notice to the Trustee and Bondholders for the Early Redemption of the ZAR298,370,000 7% Convertible Bonds

Release Date: 20/05/2021 15:38
Code(s): RBPCB     PDF:  
Wrap Text
RBPCB - Notice to the Trustee and Bondholders for the Early Redemption of the ZAR298,370,000 7% Convertible Bonds

Royal Bafokeng Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2008/015696/06)
Company code: RBPD
Stock code: RBPCB
ISIN: ZAE000243853
(the “Company” or the “Issuer”)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES,
ITS TERRITORIES AND IN POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW

NOTICE TO THE TRUSTEE AND BONDHOLDERS FOR THE EARLY REDEMPTION OF THE ZAR298,370,000 7%
CONVERTIBLE REGISTERED BONDS DUE 2022 ISSUED BY THE COMPANY

In accordance with the terms and conditions of the Issuer’s ZAR298,370,000 (or 29,837 bonds) 7% senior
unsecured convertible registered bonds due 2022 (the Bonds), the Issuer hereby gives notice (the Optional
Redemption Notice) for the early redemption of the Bonds to the Trustee and each holder of the Bonds (the
Bondholders) issued on 15 March 2017 in accordance with Condition 18 (Notices) of the section headed
“Terms and Conditions of the Bonds” set out in a debt instrument executed by the Issuer dated 8 March 2017
and incorporated into a Listing Document dated 4 April 2017 (the Terms and Conditions), as amended and
restated by the Amended and Restated Listing Document dated 4 March 2021 (the Listing Document). The
purpose of this Optional Redemption Notice is to notify the Bondholders of the early redemption of the
Bonds pursuant to Condition 10.2 (Redemption at the Option of the Issuer) of the Terms and Conditions, as
amended by the Listing Document on 30 June 2021.

Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in
the Terms and Conditions.

The Issuer proposes, in terms of Condition 10.2 (Redemption at the Option of the Issuer) of the Terms and
Conditions, to redeem all, but not some only, of the Bonds outstanding at their par value Principal Amount
in an amount of ZAR10,000 per Bond, together with accrued unpaid interest in an amount of ZAR203.29 per
Bond, up to but excluding the Optional Redemption Date by giving not less than 40 (forty) nor more than 60
(sixty) days’ written notice to the Trustee and Bondholders prior to such redemption.

The total Principal Amount due is ZAR298,370,000 and the total amount in accrued unpaid interest is ZAR
6,065,494. The Issuer confirms that, pursuant to Condition 10.2(a)(i), the Volume Weighted Average Price of
an Ordinary Share for any Dealing Day exceeds 130% of the Conversion Price in effect (or deemed to be in
effect) on such Dealing Days. The Issuer confirms that the lowest daily Volume Weighted Average Price over
the last 30 Dealing Days is ZAR103.6779 and the Conversion Price in effect is ZAR38.7572.

The Issuer hereby gives written notice to redeem all the Bonds outstanding on the 30th of June 2021 (the
Optional Redemption Date) pursuant to the Terms and Conditions.

All redeemed Bonds will be cancelled and will no longer be listed on the Main Board of the JSE Limited (JSE).

The early redemption will be carried out in accordance with applicable laws and regulations.
The salient dates relating to the early redemption are as follows:

                                                                                                   2021
 Record Date to determine Bondholders entitled to receive the                            Friday, 14 May
 Optional Redemption Notice:
 Declaration Date of the Bond redemption (via STRATE) and announced on                 Thursday, 20 May
 SENS:
 Finalisation Date of the Bond redemption:                                              Monday, 14 June
 Last Date to Trade:                                                                   Tuesday, 22 June
 Ex-date and the Bonds suspended on the Main Board of the JSE:                       Wednesday, 23 June
 Record date for the Bond Redemption:                                                   Friday, 25 June
 Bond Optional Redemption Date and Payment Date:                                     Wednesday, 30 June
 Bonds terminated on the JSE:                                                          Thursday, 1 July

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities
in any jurisdiction.

The Listing Document is available at:
www.bafokengplatinum.co.za/investors and http://www.jse.co.za.

Debt Sponsor Team                                         +27 (11) 282 8000

20 May 2021

JSE Debt Sponsor: Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 20-05-2021 03:38:00
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