ANGLO AMERICAN PLATINUM LIMITED - Results of the Accelerated Placing of Royal Bafokeng Platinum Limited Ordinary Shares

Release Date: 25/04/2018 08:00
Code(s): AMS
 
Wrap Text
Results of the Accelerated Placing of Royal Bafokeng Platinum Limited Ordinary Shares

ANGLO AMERICAN PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1946/022452/06)
Share Code: AMS
ISIN: ZAE000013181
("Anglo American Platinum" or “the Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND
ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (“UNITED STATES”)
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO
HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.

Results of the Accelerated Placing of Royal Bafokeng Platinum Limited Ordinary Shares

Further to the announcement released on 24 April 2018 regarding Anglo American Platinum’s intention
to conduct an accelerated placing of Royal Bafokeng Platinum Limited (“RBPlat”) Ordinary Shares (the
“Placing Shares”) to qualifying investors only (the “Placing”). Anglo American Platinum is pleased to
announce that it has successfully placed 17,315,000 Placing Shares at a price of R22.50 per Placing
Share (“Placing Price”). The Placing raised total gross proceeds of R390 million.

Anglo American Platinum intends to utilise the Placing proceeds to fund its share of the Maseve Plant
and the remaining Placing proceeds will be utilised to fund Rustenburg Platinum Mines Limited (“RPM”)
share of ongoing funding requirements in respect of the Bafokeng Rasimone Platinum Mine Joint
Venture’s Styldrift project.

Following the Placing, Anglo American Platinum, through its wholly-owned subsidiary RPM, will hold
approximately 2.6% of the total number of RBPlat’s ordinary shares in issue. Anglo American Platinum
has agreed to a 90-day lock-up period, subject to customary exceptions and waiver by the Sole
Bookrunner.

Johannesburg
25 April 2018

JSE Sponsor:
Merrill Lynch South Africa Proprietary Limited

Sole Bookrunner:
BofA Merrill Lynch

Legal counsel to Anglo American Platinum:
Webber Wentzel
Linklaters LLP
For further information, please contact:


Investors:                                           Media:
Emma Chapman                                         Mpumi Sithole
(SA) +27 (0) 11 373 6239                             (SA) +27 (0) 11 373 6246
emma.chapman@angloamerican.com                       mpumi.sithole@angloamerican.com


Important Notice


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 or require further action for such
purpose. This announcement is for information purposes only, is not and does not purport to be full or
complete, is subject to change and shall not constitute or form part of an offer, advertisement or
solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction
where it would be unlawful to do so. No reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy, fairness or completeness. Anglo American
Platinum and the Sole Bookrunner (for themselves and on behalf of their respective affiliates) expressly
disclaim any obligation or undertaking to update, review or revise any of the information contained in
this announcement whether as a result of new information, future developments or otherwise.

In member states of the European Economic Area (other than the United Kingdom) this announcement
is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU directive
2003/71/EC (and the amendments thereto) and the relevant implementing rules and regulations
adopted by each Member State). In the United Kingdom, this announcement is directed only at the
following persons: investment professionals falling within article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and high net worth entities, and other
persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order, and
such communication will not require any action for such purpose. Persons not mentioned above should
not take any action on the basis of this announcement and should not act or rely on it.

The Placing Shares referred to herein 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 or into the United States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be no public offer of Placing
Shares in any jurisdiction.

In South Africa, the Placing will only be made by way of separate private placements to: (i) selected
persons falling within one of the specified categories listed in section 96(1)(a) of the South African
Companies Act, 71 of 2008, as amended (“South African Companies”); and (ii) selected persons, acting
as principal, acquiring Placing Shares for a total acquisition cost of R1,000,000 or more, as
contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying
Investors"). This announcement is only being made available to such South African Qualifying Investors.
Accordingly: (i) the Placing is not an offer to the public as contemplated in the South African Companies
Act; (ii) this announcement does not, nor does it intend to, constitute a “registered prospectus” or an
“advertisement”, as contemplated by the South African Companies Act; and (iii) no prospectus has been
filed with the South African Companies and Intellectual Property Commission (“CIPC”) in respect of the
Placing. As a result, this announcement does not comply with the substance and form requirements for
a prospectus set out in the South African Companies Act and the South African Companies Regulations
of 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African
authority.

The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended, and should not be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the Placing Shares or in relation to the business or future
investments of RBPlat, is appropriate to the particular investment objectives, financial situations or
needs of a prospective investor, and nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in South Africa.

The distribution of this announcement and the offering or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by Anglo American Platinum or the
Sole Bookrunner, or any of their respective affiliates that would, or which is intended to, permit a public
offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are required to inform
themselves about and to observe any applicable restrictions.

This announcement has been issued by and is the sole responsibility of Anglo American Platinum. 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 Sole Bookrunner or by any of their affiliates or
agents (or any of their respective directors, officers, employees or advisers) as to, or in relation to, the
truth, accuracy or completeness of the information in this announcement (or whether any information
has been omitted from this announcement) or any other written or oral information (including in visual
or electronic form) made available to or publicly available to any interested party or its advisers, or for
any loss howsoever arising from any use of this announcement or its contents or otherwise arising in
connection therewith and any responsibility or liability therefor is expressly disclaimed.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. No prospectus or offering
document has been or will be prepared in connection with the Placing. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of publicly available information, which
has not been independently verified. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or completeness.

BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Anglo American Platinum in connection with the Placing and no one else, will not regard
any other person as its clients in relation to the Placing and will not be responsible to anyone else for
providing the protections offered to its clients nor for providing advice in relation to the Placing, the
contents of this announcement or any matters referred to in this announcement.

In connection with the Placing, the Sole Bookrunner and any of its affiliates, acting as investors for their
own account, may take up a portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities
of RBPlat or related investments in connection with the Placing or otherwise. Accordingly, references
to Placing 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 Sole Bookrunner and any of their affiliates
acting in such capacity. In addition, the Sole Bookrunner and any of their affiliates may enter into
financing arrangements (including swaps) with investors in connection with which the Sole Bookrunner
and any of its affiliates may from time to time acquire, hold or dispose of shares. The Sole Bookrunner
does 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.
This announcement does not represent the announcement of a definitive agreement to proceed with
the Placing and, accordingly, (i) there can be no certainty that the Placing will proceed and (ii) the terms
of the Placing may be varied.

This announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”,
“intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from actual results. Any forward-looking
statements are subject to risks relating to future events and other risks, uncertainties and assumptions
relating to the RBPlat’s business, results of operations, financial position, liquidity, prospects, growth or
strategies. No assurances can be given that the forward-looking statements in this document will be
realised. As a result, no undue reliance should be placed on these forward-looking statements as a
prediction of actual results or otherwise. Forward-looking statements speak only as of the date they are
made.

Notes to editors:

Anglo American Platinum Limited is a member of the Anglo American plc Group and is the world’s
leading primary producer of platinum group metals. The company is listed on the Johannesburg
Securities Exchange (JSE). Its mining, smelting and refining operations are based in South Africa.
Elsewhere in the world, the Group owns Unki Platinum Mine in Zimbabwe. Anglo American Platinum
has a number of joint ventures with several historically disadvantaged South African consortia as part
of its commitment to the transformation of the mining industry. Anglo American Platinum is committed
to the highest standards of safety and continues to make a meaningful and sustainable difference in
the development of the communities around its operations.

www.angloamericanplatinum.com

Anglo American is a global diversified mining business and our products are the essential ingredients
in almost every aspect of modern life. Our portfolio of world-class competitive mining operations and
undeveloped resources provides the metals and minerals to meet the growing consumer-driven
demands of the world’s developed and maturing economies. With our people at the heart of our
business, we use innovative practices and the latest technologies to discover new resources and mine,
process, move and market our products to our customers around the world.

As a responsible miner – of diamonds (through De Beers), copper, platinum and other precious metals,
iron ore, coal and nickel – we are the custodians of what are precious natural resources. We work
together with our key partners and stakeholders to unlock the sustainable value that those resources
represent for our shareholders, the communities and countries in which we operate and for society at
large. Anglo American is re-imagining mining to improve people’s lives.

www.angloamerican.com

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