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ROYAL BAFOKENG PLATINUM LIMITED - Results of the Bookbuild

Release Date: 04/03/2014 13:53
Code(s): RBP     PDF:  
Wrap Text
Results of the Bookbuild

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”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

RESULTS OF THE BOOKBUILD

1. Introduction

  Shareholders are referred to the announcement released on SENS earlier today regarding the R1.5 billion equity capital
  raising for the Styldrift I Project, including an accelerated bookbuild offering to qualifying institutional investors (“Bookbuild”)
  and a rights offer to qualifying RBPlat shareholders (“Rights Offer”).

2. Results of the Bookbuild

  RBPlat is pleased to announce that it has successfully priced and closed the Bookbuild.

  The Bookbuild was significantly oversubscribed and, in light of the very strong demand, the Bookbuild was upsized to R700
  million. 11 290 323 new ordinary shares (“Bookbuild Shares”) were placed with qualifying institutional investors at a price of
  R62.00 per Bookbuild Share.

  The issue price represents a discount of 3.7% to the closing price of RBPlat shares on 3 March 2014.

  Subject to approval by the JSE Limited (“JSE”), listing and trading of the Bookbuild Shares is expected to commence at
  09h00 on Tuesday, 11 March 2014.

  Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and Morgan Stanley & Co. International plc (“Morgan
  Stanley”) are acting as joint bookrunners for the Bookbuild.

3. Rights Offer

  As a result of the Bookbuild being upsized to R700 million, the size of Rights Offer will be revised to R800 million.

  The Bookbuild Shares will, subject to the Rights Offer proceeding, be issued prior to the record date of the Rights Offer and
  will qualify to participate in the Rights Offer.

  Further details of the Rights Offer will be announced in due course.

4. Pro forma financial effects

  In compliance with paragraph 11.22 of the Listings Requirements of the JSE, the table below sets out the unaudited pro
  forma financial effects of the Bookbuild based on the published audited results for year ended 31 December 2013.

  The unaudited pro forma financial effects are the responsibility of RBPlat’s directors and have been prepared for illustrative
  purposes only to provide information about how the Bookbuild may have affected RBPlat’s statement of comprehensive
  income had the Bookbuild been undertaken on 1 January 2013, and, in the case of RBPlat’s statement of financial position,
  had the Bookbuild been undertaken on 31 December 2013.

  Due to their nature, the unaudited pro forma financial effects may not fairly present RBPlat’s financial position, changes in
  equity, and results of operations or cash flows after the implementation of the Bookbuild.

  It should be noted that the pro forma financial effects do not include the earnings effects of the application of the proceeds
  from the Bookbuild, resulting in the apparent dilution in earnings, and consequently should be read with caution.
                                                    

                                                      Audited and          Pro forma adjustments        Pro forma after           %
                                                       published              for the Bookbuild         the Bookbuild          Change

Basic earnings per share (cents)                               173                            (11)                 162         (6.4)

Diluted basic earnings per share (cents)                       173                            (11)                 162         (6.4)

Headline earnings per share (cents)                            173                            (11)                 162         (6.4)

Diluted headline earnings per share (cents)                    173                            (11)                 162         (6.4)

Net asset value per share (Rands)                             72.2                           (0.8)                71.4         (1.1)

Tangible net asset value per share (Rands)                    58.3                            0.2                 58.5          0.3

Weighted average number of shares at
                                                           164 320                          11 290              175 610
31 December 2013 ('000)

Diluted weighted average number of shares at
                                                           164 469                          11 290              175 759
31 December 2013 ('000)

Shares in issue at 31 December 2013 ('000)                 164 460                          11 290              175 750



Notes and assumptions:

1. The financial information of RBPlat has been extracted from the audited consolidated financial statements of RBPlat for
   the year ended 31 December 2013.
2. The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per share were prepared on
   the assumption that the Bookbuild was concluded on 1 January 2013.
3. The effects on net asset value and net tangible asset value per share were prepared on the assumption that the
   Bookbuild was concluded on 31 December 2013.
4. It is currently envisaged that the funds raised from the Bookbuild will largely be placed on call until drawn down in order
   to fund the Company’s pro rata share of the Styldrift I development expenditure. The timing of the application of the
   proceeds is uncertain and not factually supportable. Consequently, no effect is given to the potential interest earned in
   the short-term until the funds are drawn-down for purposes of investing in the project.
5. Transaction costs of R9.6 million relating to the Bookbuild were assumed and capitalised to equity.
6. All adjustments, except for transaction costs, are expected to have a continuing effect on the earnings per share.




Johannesburg
4 March 2014

Joint bookrunner and financial adviser
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Joint bookrunner for the Bookbuild
Morgan Stanley

Corporate adviser and transaction sponsor
Questco

This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer
of the Bookbuild Shares in the United States.

Neither this announcement nor the Bookbuild constitutes or is intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 (as amended).

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a
“Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who
are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the
expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
“relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement
and should not act or rely on it.

This announcement has been issued by and is the sole responsibility of RBPlat. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the joint
bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. Any investment decision to buy securities in the Bookbuild must be made solely on the basis of
publicly available information which has not been independently verified by the joint bookrunners.

The joint bookrunners are acting for RBPlat, and no one else, in connection with the Bookbuild and will not be responsible to
anyone other than RBPlat for providing the protections offered to clients of the joint bookrunners, nor for providing advice in
relation to the Bookbuild.

In connection with the Bookbuild, the joint bookrunners and any of their respective affiliates, acting as investors for their own
accounts, may purchase Bookbuild Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Bookbuild Shares and other securities of the Company or related investments in connection with
the Bookbuild or otherwise. Accordingly, references to the Bookbuild Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the joint bookrunners and any
of their affiliates acting as investors for their own accounts. The joint bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Date: 04/03/2014 01:53:00 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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