Wrap Text
Finalisation announcement in respect of rights offer and withdrawal of cautionary annoumcement
ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
Letters of allocation: share code: RBPN ISIN: ZAE000188801
(“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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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.
FINALISATION ANNOUNCEMENT IN RESPECT OF RIGHTS OFFER AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on 4 March 2014
regarding the R1.5 billion equity capital raising for the Styldrift I Project (“Capital Raising”), comprising an accelerated
bookbuild offering to qualifying institutional investors in the amount of R700 million (“Bookbuild”) and a renounceable rights
offer to qualifying RBPlat shareholders in the amount of R800 million (“Rights Offer”).
Following the successful conclusion of the Bookbuild, RBPlat is pleased to announce that the terms of the Rights Offer have
now been finalised and that the Rights Offer is now unconditional in terms of the JSE Listings Requirements.
2. Salient terms of the Rights Offer
Shareholders are hereby advised that RBPlat intends to raise a total of R800 million by way of a renounceable Rights Offer
of 14 545 455 new RBPlat ordinary shares (“Rights Offer Shares”) to qualifying RBPlat shareholders at a subscription price of
R55.00 per Rights Offer Share, in the ratio of 8.2005 Rights Offer Shares for every 100 RBPlat ordinary shares held on
Friday, 28 March 2014 (“Record Date”).
The Rights Offer subscription price represents a discount of 14.8% to the 30-day volume weighted average share price
(“VWAP”) of RBPlat shares on the JSE as at Tuesday, 11 March 2014, being the last trading day prior to the date on which
the Rights Offer pricing was approved by the board of directors of RBPlat.
Excess applications for Rights Offer Shares will be permitted. The Rights Offer is not underwritten and is not conditional
upon any minimum subscription being obtained. The Rights Offer Shares issued will rank pari passu with the existing issued
ordinary shares of RBPlat.
Only whole numbers of Rights Offer Shares will be issued and qualifying RBPlat shareholders will be entitled to subscribe for
rounded numbers of Rights Offer Shares once the ratio of entitlement has been applied. Fractional entitlements of 0.5 or
greater will be rounded up and fractional entitlements of less than 0.5 will be rounded down.
Qualifying RBPlat shareholders that do not take up their Rights (by subscribing for the Rights Offer Shares to which they are
entitled) will continue to own the same number of RBPlat shares, but their percentage holding in RBPlat will be diluted.
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.
3. Salient dates and times
The salient dates and times for the Rights Offer are contained in the circular to be posted to shareholders on or about
Tuesday, 25 March 2014 and are also 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
RBPlat 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 Friday, 28 March
Offer, at the close of business on
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 Friday, 4 April
certificated RBPlat shareholders wishing to sell all or part of their Rights Offer entitlement by
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 Friday, 11 April
secretaries by qualifying certificated RBPlat shareholders wishing to subscribe for or renounce
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 Wednesday, 16 April
excess RBPlat shares allocated (where applicable) and debited by their CSDP or broker
Certificates posted to qualifying certificated RBPlat shareholders (by registered post) in respect Wednesday, 16 April
of excess RBPlat shares allocated (where applicable), on/about
Cheques refunding monies in respect of unsuccessful applications for additional Rights Offer Wednesday, 16 April
shares by qualifying certificated RBPlat shareholders will be posted to the relevant applicants,
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.
4. Pro forma financial effects
The table below sets out the pro forma financial effects of the Capital Raising based on the published audited results for
year ended 31 December 2013.
The pro forma financial effects are the responsibility of the directors of RBPlat and have been prepared for illustrative
purposes only to provide information about how the Capital Raising may have affected RBPlat’s statement of
comprehensive income had the Capital Raising been undertaken on 1 January 2013, and, in the case of RBPlat’s statement
of financial position, had the Capital Raising been undertaken on 31 December 2013.
Due to their nature, the 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 Capital Raising.
It should be noted that the pro forma financial effects do not include the earnings effects of the application of the proceeds
from the Capital Raising, resulting in the apparent dilution in earnings, and consequently should be read with caution.
Audited Pro forma After the Pro forma Pro forma %
and adjustments Bookbuild adjustments after the Change
published for the for the Capital
Bookbuild Rights Offer Raising
Basic earnings per share (cents) 173 (11) 162 (12) 150 (13.3)
Diluted basic earnings per share
173 (11) 162 (13) 149 (13.9)
(cents)
Headline earnings per share
173 (11) 162 (3) 149 (13.9)
(cents)
Diluted headline earnings per
173 (11) 162 (13) 149 (13.9)
share (cents)
Net asset value per share
72.2 (0.8) 71.4 (1.3) 70.1 (2.9)
(Rands)
Tangible net asset value per
58.3 0.2 58.5 (0.4) 58.1 (0.3)
share (Rands)
Weighted average number of
shares at 31 December 2013 164 320 11 290 175 610 14 412 190 022
('000)
Diluted weighted average
number of shares at 31 164 469 11 290 175 759 14 412 190 171
December 2013 ('000)
Shares in issue at 31 December
164 460 11 290 175 750 14 412 190 162
2013 ('000)
Notes and assumptions:
(i) The financial information of RBPlat has been extracted from the audited consolidated financial statements of
RBPlat for the year ended 31 December 2013.
(ii) The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per share were
prepared on the assumption that the Capital Raising was concluded on 1 January 2013.
(iii) The effects on net asset value and net tangible asset value per share were prepared on the assumption that the
Capital Raising was concluded on 31 December 2013.
(iv) The pro forma financial effects of the Bookbuild reflect the pro forma financial effects as included in the results of
the Bookbuild announcement released on SENS on 4 March 2014.
(v) It is currently envisaged that the funds raised from the Capital Raising 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.
(vi) The pro forma financial effects of the Rights Offer are prepared based on the assumption that the Rights Offer was
fully subscribed and 14 412 379 additional shares were issued (calculated as the 14 545 455 Rights Offer Shares
issued, less 133 076 treasury shares) at a subscription price of R55.00 per share (being a 14.8% discount to the
30-day VWAP as at 11 March 2014) and in the ratio of 8.2005 Rights Offer Shares per 100 Shares held on Record
Date.
(vii) The cash consideration of R800 million is reduced by R7.3 million attributable to the proceeds of treasury shares
and transaction costs of R14.3 million which are written off against share premium.
(viii) All adjustments, except for transaction costs, are expected to have a continuing effect on the earnings per share.
(ix) The percentage change is calculated as the cumulative change since prior to the Capital Raising.
5. Foreign jurisdictions
This paragraph is intended as a general guide only and any person outside of South Africa who is in doubt as to his or her
position should consult his or her professional advisor without delay.
It is the responsibility of any foreign shareholder to satisfy himself/herself/itself as to the full observation of the laws and
regulatory requirements of the relevant jurisdiction in connection with the Rights Offer, including but not limited to: the
obtaining of any governmental, exchange control or other consent; the making of any filings which may be required; the
compliance with other necessary formalities the payment of any issue, transfer or other taxes or requisite payments due in
such jurisdiction. The Rights Offer is further subject to any applicable laws and regulations of South Africa, including the
Companies Act No. 71 of 2008 (as amended), the JSE Listings Requirements and the Exchange Control Regulations. Any
foreign shareholder who is in doubt as to its position, including without limitation its tax status, should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay. The Company and its board of directors accept
no responsibility for the failure by any shareholder to inform itself about, or to observe, any applicable legal requirements in
any relevant jurisdiction, nor for any failure by the Company to observe the requirements of any jurisdiction.
The letters of allocation and the Rights Offer Shares have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (‘‘U.S. Securities Act’’), or under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state and other securities laws of the United States. There will be no
public offer of the letters of allocation and the Rights Offer Shares in the United States. The letters of allocation and the
Rights Offer Shares are being offered and sold in offshore transactions in compliance with Regulation S of the U.S.
Securities Act (‘‘Regulation S’’) and within the United States to qualified institutional buyers (‘‘QIBs’’) as defined in Rule 144A
of the U.S. Securities Act (‘‘Rule 144A’’) pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Any person in the United States acquiring the letters of allocation or the Rights Offer
Shares must execute and deliver to the Company an investor letter satisfactory to the Company to the effect that such
person and any account for which it is acquiring the Allocation Letters or the Rights Offer Shares is a QIB within the
meaning of Rule 144A and satisfies certain other requirements. Purchasers are hereby notified that the Company and other
sellers of the letters of allocation and Rights Offer Shares may be relying on an exemption from the registration requirements
of Section 5 of the U.S. Securities Act
The letters of allocation and the Rights Offer Shares will also not be registered under the securities laws of the United
States, Australia, Canada, Japan and Hong Kong and any other jurisdiction where the extension or making of the Rights
Offer would be unlawful or in contravention of certain regulations (“Excluded Territories”) and may not be offered, sold, taken
up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to
an applicable exemption. In particular, subject to certain exceptions, the Circular, the form of instruction in respect of the
letters of allocation and any other such documents should not be distributed, forwarded to or transmitted in or into the United
States or the other Excluded Territories.
Receipt of the Circular, the form of instruction or the crediting of letters of allocation to the securities account of a foreign
person are not intended to, and do not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for
any securities or a solicitation of any vote or approval in any jurisdiction in which it is unlawful or to make such an offer. In
those circumstances or otherwise if the distribution of the Circular and any accompanying documentation in jurisdictions
outside of South Africa are restricted or prohibited by the laws of such jurisdiction, the Circular and any accompanying
documentation are deemed to have been sent for information purposes only and should not be copied or redistributed.
To the extent that non-qualifying shareholders are not entitled to participate in the Rights Offer as a result of the
aforementioned restrictions, the allocated rights in respect of such restricted shareholders will be sold on their behalf by
Computershare Investor Services (Pty) Ltd or their nominee (“Transfer Secretaries”), and the proceeds remitted to them
provided that the proceeds, net of related costs, are in excess of R10. In this regard, neither the Transfer Secretaries nor the
Company will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the
timing of such sales, the price obtained, or the failure to dispose of such entitlements.
6. Withdrawal of cautionary
Following this announcement of the final terms and the unaudited pro forma financial effects of the Rights Offer, RBPlat
shareholders are no longer required to exercise caution when dealing in their RBPlat shares.
Johannesburg
17 March 2014
Corporate adviser and transaction sponsor
Questco
Financial adviser
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
South African legal counsel
Bowman Gilfillan Inc.
International legal counsel
Davis Polk & Wardwell London LLP
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.
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.
Date: 17/03/2014 09:34:00 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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