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Early Warning Press Releases
Atlatsa Resources Corporation
(previously Anooraq Resources Corporation)
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
(TSXV/JSE share code: ATL)
(NYSE MKT share code: ATL)
(“Atlatsa” or the “Company”)
(ISIN: CA0494771029)
Pursuant to the announcement released on the Stock Exchange News Service (“SENS”) of
JSE Limited earlier today, 16 January 2014, relating to the final phase of the Restructure
Plan, please note the following regulatory press releases which were filed on the System for
Electronic Document Analysis and Retrieval (“SEDAR”) and released in the Canadian
market on Wednesday, 15 January 2014 and Tuesday, 14 January 2014 respectively:
Quote
Early Warning Press Release
VANCOUVER, Jan.15, 2014 - This press release is being disseminated by Atlatsa Holdings
Proprietary Limited (formerly Pelawan Investments Proprietary Limited) ("Atlatsa
Holdings"), as beneficiary of the Pelawan Trust, and by Pelawan Finance SPV Proprietary
Limited (previously known as Central Plaza Investments 78 Proprietary Limited) ("Pelawan
SPV"), a wholly owned subsidiary of Atlatsa Holdings, each of 4th Floor, 82 Grayston Drive,
Sandton, South Africa 2146 as required by National Instrument 62-103 – The Early Warning
System and Related Take Over Bids and Insider Reporting Issues.
On January 14, 2014, Atlatsa Holdings, as beneficiary of the Pelawan Trust, through its
wholly-owned subsidiary Pelawan SPV, converted a previously acquired convertible
instrument (a "Convertible Security") that, upon such conversion, provided Pelawan SPV
with an aggregate of 111,600,000 common shares (the "Pelawan Shares") of Atlatsa
Resources Corporation (formerly Anooraq Resources Corporation) ("Atlatsa"). Concurrently
with this transaction, Rustenburg Platinum Mines Limited ("RPM"), a wholly-owned
subsidiary of Anglo American Platinum Limited converted previously acquired Convertible
Securities that, upon such conversion provided RPM with an aggregate of 115,800,000
common shares of Atlatsa (the "RPM Shares"). The RPM Shares were issuable to Pelawan
SPV and then to be transferred to RPM pursuant to the terms and conditions of the
Convertible Securities and related contractual arrangements. Pelawan SPV directed Atlatsa
to issue the RPM Shares directly to RPM.
Following the conversion of the Convertible Securities, pursuant to a framework agreement
with Atlatsa, Plateau Resources Proprietary Limited, Atlatsa Holdings, RPM and Pelawan
SPV dated March 27, 2013 (the "Framework Agreement"), Pelawan SPV has transferred or
will transfer the Pelawan Shares, equal to approximately 26.0% of the outstanding common
shares in Atlatsa on a fully-diluted basis, to the Pelawan Trust to be held in trust for Atlatsa
Holdings. In addition, Pelawan SPV will transfer a further 56,691,303 common shares in
Atlatsa (the "Additional Pelawan Shares") to the Pelawan Trust to be held in trust for
Atlatsa Holdings, which will reduce Pelawan SPV's holdings of Atlatsa common shares to 0.
Atlatsa Holdings previously had beneficial ownership and control over the Additional
Pelawan Shares as Pelawan SPV is a wholly-owned subsidiary of Atlatsa Holdings.
Following the conversion of each of the Convertible Securities, pursuant to the Framework
Agreement, RPM will sell the RPM Shares, equal to approximately 26.97% of the
outstanding common shares in Atlatsa on a fully-diluted basis, to the Pelawan Trust to be
held in trust for Atlatsa Holdings. Following the acquisition by Atlatsa Holdings of the
Pelawan Shares and the RPM Shares pursuant to the Framework Agreement and the
acquisition of the Additional Pelawan Shares, Atlatsa Holdings will hold, directly or indirectly,
342,896,438 common shares in Atlatsa, which will be equal to 79.89% of the outstanding
common shares of Atlatsa on a fully-diluted basis.
Immediately after the conclusion of the above transactions and all of the other transactions
contemplated by the Framework Agreement, each of which is conditional upon the
completion of all of the other transactions contemplated under such agreement, Atlatsa
Holdings will hold, directly or indirectly, through the Pelawan Trust 342,896,438 common
shares in Atlatsa, which will be equal to 61.86% of the outstanding common shares of
Atlatsa on a fully-diluted basis.
The Pelawan Shares and the RPM Shares will be acquired by Pelawan SPV and RPM,
respectively, pursuant to conversion rights existing under Convertible Securities previously
acquired by the parties in July 2009 for no additional consideration. The RPM Shares will be
transferred to Atlatsa Holdings for aggregate consideration of R463 million (approximately
Cnd$46,763,000[1]), which will be paid by way of a vendor financed loan from RPM. The
Pelawan Shares and the Additional Pelawan Shares will be transferred to the Pelawan Trust
to be held in trust for Atlatsa Holdings for no consideration by way of a dividend in specie.
The transactions under the Framework Agreement are being undertaken in connection with
a series of debt and equity restructuring and refinancing transactions being undertaken by
Atlatsa ("Restructuring Plan"). Full details of the Restructuring Plan transactions are set
out in the joint news release dated March 27, 2013 (and re-disseminated on April 9, 2013)
and available on Atlatsa's SEDAR profile at www.sedar.com.
The Pelawan Shares, the RPM Shares and the Additional Pelawan Shares will be acquired
by Atlatsa Holdings for investment purposes only. Atlatsa Holdings has no current intention
of acquiring any further securities of Atlatsa. Depending upon relevant economic and market
conditions prevailing from time to time, Atlatsa Holdings may determine to acquire additional
common shares of Atlatsa in the open market or through privately negotiated transactions or
otherwise or to dispose of any or all common shares of Atlatsa owned or controlled by it,
subject to and in accordance with the terms and conditions governing its shareholding in
Atlatsa pursuant to the Restructuring Plan transaction agreements for purposes of
maintaining Atlatsa's black economic empowerment status and the repayment of the Atlatsa
Holdings Loan which will be secured against its shareholdings in Atlatsa.
An early warning report in respect of the above transactions will be filed with the relevant
Canadian securities regulatory authorities. Copies of such reports may be obtained from
SEDAR at www.sedar.com or by contacting Harold Motaung at +27 11 779 6800.
[1] Based on Bank of Canada's noon exchange rate of 0.1010 for conversion of South
African rand into Canadian dollars on January 14, 2014.
Unquote
Quote
Early Warning Press Release
VANCOUVER, Jan. 14, 2014 - This press release is being disseminated by Rustenburg
Platinum Mines Limited ("RPM"), of No. 55 Marshall Street, Marshalltown, Johannesburg,
South Africa, 2107, a wholly-owned subsidiary of Anglo American Platinum Limited as
required by National Instrument 62?103 The Early Warning System and Related Take Over
Bids and Insider Reporting Issues.
On January 14, 2014, pursuant to a framework agreement (the "Framework Agreement")
with Atlatsa Resources Corporation ("Atlatsa"), Plateau Resources Proprietary Limited,
Atlatsa Holdings Proprietary Limited ("Atlatsa Holdings") and Pelawan Finance SPV
Proprietary Limited, RPM converted a previously acquired convertible instrument which
together with related contractual arrangements will result in RPM acquiring 115,800,000
common shares (the "RPM Consideration Shares") of Atlatsa. The RPM Consideration
Shares represented approximately 26.97% of the outstanding common shares of Atlatsa on
a fully-diluted basis as at the date of their issuance.
Following the conversion of the convertible instrument, pursuant to the Framework
Agreement, RPM will transfer the RPM Consideration Shares to Atlatsa Holdings, which will
reduce RPM's holdings of Atlatsa common shares to 0% of the outstanding common shares
of Atlatsa. The RPM Consideration Shares will be transferred to Atlatsa Holdings for
aggregate consideration of R463,200,000 (approximately Cdn$46,783,200, based on the
Bank of Canada noon exchange rate 0.1010 for conversion of South African rand into
Canadian dollars as of January 14, 2014), which will be paid by way of a vendor finance loan
account set up by RPM. Following the sale to Atlatsa Holdings of the 115,800,000 Atlatsa
Shares, RPM will hold 0% of the issued and outstanding Atlatsa Shares.
The transactions under the Framework Agreement are being undertaking in connection with
the restructuring of certain debt owed by Atlatsa to RPM and in order to simplify the capital
structure of Atlatsa.
An early warning report in respect of the transactions pursuant to the Framework Agreement
will be filed with the relevant Canadian securities regulatory authorities. Copies of such
reports may be obtained from SEDAR at www.sedar.com or by contacting Emma Chapman
at Tel: +44 (0)20 7968 8451 or emma.chapman@angloamerican.com.
Unquote
Johannesburg
16 January 2014
JSE Sponsor
Macquarie First South Capital Proprietary Limited
Date: 16/01/2014 03:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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