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Rights Offer Declaration Announcement
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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.
RIGHTS OFFER DECLARATION ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcements released 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”).
Following the successful conclusion of the Bookbuild, further details of the Rights Offer are set out below.
2. Terms of the Rights Offer
The Rights Offer is in the amount of R800 million.
The Rights Offer will be offered at a price, to be determined, which will represent a discount to the theoretical ex-rights price
of RBPlat shares that is in line with South African market precedent transactions. Pricing of the Rights Offer shares is
intended to be finalised in due course and, subject to regulatory approval, will be announced on Monday, 17 March 2014.
Qualifying RBPlat shareholders will be entitled to apply for additional Rights Offer shares over and above their entitlement.
The Bookbuild shares will be issued prior to the record date of the Rights Offer and will qualify to participate in the Rights
Offer.
3. Shareholder commitments
Royal Bafokeng Holdings (Pty) Ltd, through its wholly owned subsidiary, Royal Bafokeng Platinum Holdings (Pty) Ltd, which
holds 52.8% of RBPlat shares following the Bookbuild, has irrevocably committed to follow its rights pursuant to the Rights
Offer. In addition, Rustenburg Platinum Mines Ltd, a wholly-owned subsidiary of Anglo American Platinum Ltd, which holds
11.7% of RBPlat shares following the Bookbuild, has confirmed in writing to the Company that it will follow its full Rights
Offer entitlement.
4. Salient dates and times of the Rights Offer
The proposed salient dates and times for the Rights Offer are set out below:
2014
Last day to trade in RBPlat shares (cum rights) in order to qualify to participate in the Rights Thursday, 20 March
Offer on
Shares commence trading ex rights on the JSE at 09h00 on Monday, 24 March
Listing of and trading in the letters of allocation commences under JSE code RBPN and ISIN Monday, 24 March
ZAE000188801 at 09h00 on
Circular and form of instruction (where applicable) posted to qualifying RBPlat shareholders on Tuesday, 25 March
Record Date for purposes of determining the shareholders entitled to participate in the Rights
Offer, at the close of business on Friday, 28 March
Holders of dematerialised RBPlat shares will have their accounts at their CSDP or broker Monday, 31 March
automatically credited with their letters of allocation on
Holders of certificated RBPlat shares will have their letters of allocation credited to an Monday, 31 March
electronic register at the transfer secretaries on
Rights Offer opens at 09h00 on Monday, 31 March
Last day to trade in letters of allocation in order to participate in the Rights Offer at the close of Friday, 4 April
business on
Last day for form of instruction to be lodged with the transfer secretaries by qualifying
certificated RBPlat shareholders wishing to sell all or part of their Rights Offer entitlement by Friday, 4 April
12h00 on
Listing and trading of Rights Offer shares commences on the JSE at 09h00 on Monday, 7 April
Last day for payments to be made and forms of instruction to be lodged with the transfer
secretaries by qualifying certificated RBPlat shareholders wishing to subscribe for or renounce Friday, 11 April
all or part of their Rights Offer entitlement by 12h00 on (see note 2)
Rights Offer closes at 12h00 Friday, 11 April
Record date for letters of allocation on Friday, 11 April
Results of Rights Offer announced on SENS on Monday, 14 April
CSDP or broker accounts credited with Rights Offer shares and debited with the payment in Monday, 14 April
respect of qualifying dematerialised RBPlat shareholders on
Rights Offer share certificates posted to qualifying certificated RBPlat shareholders (or their Monday, 14 April
renouncees’) on or about
Qualifying dematerialised RBPlat shareholders’ (or their renouncees’) accounts updated with
excess RBPlat shares allocated (where applicable) and debited by their CSDP or broker Wednesday, 16 April
Certificates posted to qualifying certificated RBPlat shareholders (by registered post) in respect
of excess RBPlat shares allocated (where applicable), on/about Wednesday, 16 April
Cheques refunding monies in respect of unsuccessful applications for additional Rights Offer
shares by qualifying certificated RBPlat shareholders will be posted to the relevant applicants, Wednesday, 16 April
at their own risk, on/about
Notes:
1. All times referred to in the announcement are local times in South Africa.
2. Holders of dematerialised RBPlat shares are required to notify their CSDP or broker of the action they wish to take in respect of
the Rights Offer in the manner and by the time stipulated in their custody agreements.
3. RBPlat share certificates may not be dematerialised or rematerialised between Monday, 24 March 2014 and Friday, 28 March
2014, both days inclusive.
4. CSDPs effect payment in respect of dematerialised RBPlat shareholders (or their renouncees) on a delivery versus payment
basis.
5. Qualifying dematerialised RBPlat shareholders (or their renouncees) will have their accounts at their CSDP automatically credited
with their rights
6. Qualifying certificated RBPlat shareholders (or their renouncees) will have their rights credited to an account with the transfer
secretaries.
7. Any changes to the dates and times above will be announced on SENS and in the press.
5. Conditions precedent
The implementation of the Rights Offer is subject to the fulfilment of the following conditions:
- approval being obtained from the JSE Limited (“JSE”) for the Rights Offer circular; and
- approval being obtained from the JSE for the application for listing of the letters of allocation and the application for
listing of the Rights Offer Shares.
6. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer, including the final terms and pro forma financial
effects of the Rights Offer, will be released on SENS on Monday, 17 March 2014 and in the South African press on
Tuesday, 18 March 2014.
Johannesburg
4 March 2014
Financial adviser
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Corporate adviser and transaction sponsor
QuestCo
South African legal counsel
Bowman Gilfillan Inc.
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 Rights Offer 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 Rights Offer shares in the United States.
Neither this announcement nor the Rights Offer 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 advisers 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 Rights Offer must be made solely on the basis
of publicly available information which has not been independently verified by the joint advisers.
The joint advisers are acting for RBPlat, and no one else, in connection with the Rights Offer and will not be responsible to
anyone other than RBPlat for providing the protections offered to clients of the joint advisers, nor for providing advice in
relation to the Rights Offer.
Date: 04/03/2014 05:11:00 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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