Wrap Text
Contribution of the Maseve Plant to the BRPM JV in completion of the final step to secure the plant for the JV
ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015696/06)
JSE share code: RBP
ISIN: ZAE000149936
Company code: RBPD
Bond code: RBPCB
ISIN: ZAE000243853
(“RBPlat” or the “Company”)
CONTRIBUTION OF THE MASEVE PLANT TO THE BRPM JOINT VENTURE IN COMPLETION OF THE
FINAL STEP TO SECURE THE PLANT FOR THE JOINT VENTURE BUSINESS
1. Introduction
Shareholders/Bondholders (“Security Holders”) are referred to various announcements released
by the Company on the Securities Exchange News Service, including the:
(i) full terms announcement dated 6 September 2017 (the “Terms Announcement”); and
(ii) circular to shareholders dated 2 November 2017 (the “Circular”),
in terms of which RBPlat advised Security Holders that it had concluded agreements with
Platinum Group Metals (RSA) Proprietary Limited (a non-related party), pursuant to which RBPlat
will, subject to the fulfilment or, where possible, waiver, of certain conditions precedent, acquire,
inter alia, the concentrator plant and certain surface assets (the “Plant Assets”) of Maseve
Investments 11 Proprietary Limited (“Maseve”) for an aggregate consideration equal to the
ZAR equivalent of USD58 million (the “Plant Transaction”).
The board of directors of RBPlat is pleased to advise Security Holders that the final step in securing
the Plant Assets for the Bafokeng Rasimone Platinum Mine Joint Venture (“BRPM JV”) (the
“Contribution”) has now been completed.
The effect of the Contribution will be that RBR will, effectively (given that the BRPM JV is not an
incorporated legal entity), dispose of a 33% undivided share in the Plant Assets to Rustenburg
Platinum Mines Limited (“RPM”), a wholly-owned subsidiary of Anglo American Platinum Limited
and RBPlat’s 33% joint venture partner in the BRPM JV, with effect from the date of registration
of the transfer in the relevant Deeds Registry (“Transfer Date”). Notwithstanding the Transfer
Date, the parties agreed that the risks and rewards of ownership shall pass to RPM in respect of
its 33% undivided share in the Plant Assets, with immediate effect.
2. Consideration
The Contribution has been undertaken at the price at which RBR acquired the Plant Assets from
Maseve, plus transaction costs incurred by RBPlat in respect of the Plant Transaction, being an
aggregate amount in respect of both BRPM JV partners’ interest, of R706 347 064 (exclusive of
Value Added Tax). RBPlat has effectively disposed of a 33% undivided share in the Plant Assets
to RPM at RPM’s 33% share of the aggregate value, being R233 094 531 (exclusive of Value Added
Tax).
RPM’s share of the consideration was settled in cash by way of a further capital contribution to
the BRPM JV. The contribution shall be utilised by the BRPM JV to fund its ongoing working capital
commitments in the ordinary course of business.
3. Rationale for the Contribution
Given that the mining operations of RBPlat are conducted solely within the BRPM JV, it makes
sense for the Plant Assets to be contributed to the BRPM JV.
4. Further information in respect of the 33% share in the Plant Assets
As at the date of the Contribution, the net book value attributable to 33% of the Plant Assets, per
the unpublished management accounts of RBPlat, is R233 094 531 (exclusive of Value Added Tax).
RBPlat is satisfied with the quality of the management accounts from which this information has
been derived. Shareholders are cautioned that these management accounts have not been
reviewed or reported on by the external auditors of the Company.
The Plant Assets have not operated since the date of acquisition thereof by RBPlat (being,
6 April 2018) and accordingly no profit and/or loss has been recognised by RBPlat in respect of the
Plant Assets, in the period since acquisition.
Further information in respect of Maseve and the Plant Assets is included in the Terms
Announcement and the Circular.
5. Small related party transaction
RPM currently holds circa 11% of the issued share capital of RBPlat and accordingly in terms of the
JSE Limited Listings Requirements (“JSE Listings Requirements”), is a related party to RBPlat.
Accordingly, the Contribution constitutes a small related party transaction in terms of the JSE
Listings Requirements. In compliance with section 10.7 of the JSE Listings Requirements, RBPlat
has appointed Questco (Pty) Ltd (“Questco”) as an independent expert to provide an opinion and
advise on whether the terms and conditions of the Contribution are fair in so far as shareholders
of RBPlat, other than RPM, are concerned. Questco has confirmed that the terms and conditions
of the Contribution are fair and a copy of the opinion provided by Questco in this regard, is
available for inspection at the registered office of RBPlat for a period of 28 business days following
this announcement.
Johannesburg
24 April 2018
Transaction sponsor and independent expert
Questco (Pty) Ltd
Legal advisor
Bowmans
JSE sponsor
Merrill Lynch South Africa (Pty) Ltd
JSE debt sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
For further information, please contact:
Lindiwe Montshiwagae
Executive: Investor Relations
Tel: +27 (0)10 590 4517
Email: lindiwe@bafokengplatinum.co.za
Date: 24/04/2018 01:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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