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Distribution of a Circular and Notice of General Meeting
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”)
DISTRIBUTION OF A CIRCULAR AND NOTICE OF GENERAL MEETING
1. Introduction
Shareholders are referred to the terms announcement released by the Company on the Stock
Exchange News Service of the JSE Limited (“SENS”) on 6 September 2017 in terms of which
shareholders were advised that RBPlat had concluded a term sheet with Platinum Group
Metals (RSA) Proprietary Limited pursuant to which the Company will, subject to fulfilment
and/or, waiver (to the extent legally permissible), of certain conditions precedent, acquire:
1.1. the concentrator plant and, certain surface rights in respect of immovable property which
will be required by the Company for purposes of accessing and operating the
concentrator plant and obtaining access to tailings infrastructure and related water and
power allocations, from Maseve Investments 11 Proprietary Limited (“Maseve”), for an
aggregate consideration equal to the ZAR equivalent of USD58 million (the “Plant
Consideration”); and
1.2. 100% of the shares in and shareholder claims owing by, Maseve for an aggregate
purchase consideration equal to the ZAR equivalent of USD12 million.
In order to fund the Plant Consideration and necessary upgrades to the plant and associated
infrastructure, it is RBPlat’s intention to undertake an equity capital raising.
It is intended that the equity capital raising will be conducted by way of a specific issue of
shares for cash and accordingly, in terms of section 5.51 of the listings requirements JSE
Limited, implementation of the equity capital raising by way of a specific issue of shares for
cash is subject to, inter alia, shareholders’ approval.
2. Posting of the Circular
Shareholders are hereby advised that a circular (the “Circular”), including a notice of general
meeting for the purpose of approving the specific issue by RBPlat of up to a maximum of
37 million authorised but unissued RBPlat shares for cash, for the purposes of raising an
aggregate amount of up to R1.0 billion, has today, 2 November 2017, been posted to RBPlat
shareholders registered as such on Friday, 27 October 2017. The Circular is also available on
RBPlat’s website: www.bafokengplatinum.co.za.
3. Notice of General Meeting
The general meeting of shareholders of RBPlat will be held in the Castello Room at the
Palazzo Hotel, Monte Casino Boulevard, Fourways on Thursday, 30 November 2017 at 10:00
(“General Meeting”), to consider and if deemed fit, pass the resolutions, with or without
modification, as set out in the notice of General Meeting contained in the Circular.
The salient dates and times relating to the General Meeting are set out below:
2017
Last day to trade in RBPlat shares in order to be recorded in Tuesday, 21 November
the register and thereby be eligible to attend, speak and vote at
the General Meeting (“General Meeting LDT”), on
Record date to determine which shareholders are entitled to Friday, 24 November
attend, speak and vote at the General Meeting
(“General Meeting Record Date”), on
Forms of proxy to be received by the transfer secretaries by Tuesday, 28 November
10:00, on
General Meeting to be held at 10:00, on Thursday, 30 November
Results of General Meeting published on SENS, on or about Thursday, 30 November
Notes:
1. The dates and times set out in this Circular are subject to change, with the approval of the JSE (if
required). Any change in the dates and times will be published on SENS. All times given are local
times in South Africa.
2. Shareholders are reminded that as trades in RBPlat shares are settled in the electronic settlement
system used by Strate Proprietary Limited, settlement of trades will take place 3 business days
after such trade. Therefore, persons who acquire RBPlat shares after Tuesday, 21 November
2017, being the last day to trade in order to be eligible to attend, speak and vote at the
General Meeting, will not be entitled to attend, speak and vote at the General Meeting.
3. No dematerialisation or rematerialisation of RBPlat shares may take place between the day
following the General Meeting LDT, being Wednesday, 22 November 2017, and the General
Meeting Record Date, being Friday, 24 November 2017, both days inclusive.
4. Dematerialised Shareholders, other than those with “own name” registration, must provide their
broker or central securities depositary participant (“CSDP”) with their instructions for voting at the
General Meeting by the cut-off date and time stipulated by their broker or CSDP in terms of their
respective custody agreements.
5. Any form of proxy not delivered to the transfer secretaries by the stipulated date and time may be
handed to the chairman of the General Meeting (or any adjournment or postponement thereof)
before such Shareholder’s voting rights are exercised at the General Meeting (or any adjournment
or postponement thereof).
6. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting.
Johannesburg
2 November 2017
Corporate Advisor and Transaction sponsor
Questco Proprietary Limited
Legal and Tax Advisors
Bowman Gilfillan Inc.
JSE Sponsor
Merrill Lynch South Africa Proprietary Limited
For further information, please contact:
Lindiwe Montshiwagae
Executive: Investor Relations
Tel: +27 (0)10 590 4517
Email: lindiwe@bafokengplatinum.co.za
Date: 02/11/2017 03:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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