Wrap Text
Proposed placing of new ordinary shares
Harmony Gold Mining Company Limited
Registration number 1950/038232/06
Incorporated in the Republic of South Africa
ISIN: ZAE000015228
JSE share code: HAR
(“Harmony” or the "Company")
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR
FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN
THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD REQUIRE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL (EACH, A
“RESTRICTED JURISDICTION”). THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE “UNITED STATES”), CANADA, AUSTRALIA OR JAPAN, OR IN ANY RESTRICTED
JURISDICTION. PLEASE SEE THE “IMPORTANT NOTICE” SECTION AT THE END OF THIS
ANOUNCEMENT.
PROPOSED PLACING OF NEW ORDINARY SHARES
Harmony Gold Mining Company Limited (“Harmony” or the “Company”) announces its intention to
conduct a placing (the “Placing”) of new ordinary shares in the Company (“Placing Shares”) to
qualifying investors to raise up to ZAR1.26 billion / US$100 million (the "Proceeds"), which represents
approximately 15 per cent of the Company’s existing issued ordinary share capital based on the
closing share price as at 5 June 2018. The Placing is being conducted through an accelerated
bookbuilding process (the “Bookbuild”) which will be launched immediately following this
Announcement.
Use of proceeds
As announced on 20 February 2018, Harmony has successfully completed the Moab Khotsong
acquisition, with the transaction becoming effective on 1 March 2018. This value-accretive acquisition
is in line with Harmony’s strategy to grow, produce safe profitable ounces and increase margins.
Harmony believes the acquisition will enhance its position as a robust cash-generative gold mining
company, with a proven track-record of running assets effectively and efficiently.
The net proceeds of the Placing will be used to pay down part of the outstanding US$150 million
bridge loan raised for the acquisition of Moab Khotsong, as approved by Harmony shareholders on
1 February 2018. US$50 million of the initial bridge loan of US$200 million drawn was repaid in April
2018. The remaining balance outstanding on the bridge loan (following the use of the proposed
Placing proceeds) is expected to be repaid from internal operating cash flows, existing cash
resources and existing undrawn debt facilities. The Bookrunners (as defined below) or their respective
affiliates are lenders under the bridge loan.
Details of the Placing
The Placing will be conducted through the Bookbuild and the book will open with immediate effect
following this Announcement. J.P. Morgan Securities plc and UBS AG, London Branch are acting as
Joint Global Co-ordinators and Joint Bookrunners (the "Joint Global Co-ordinators") and Nedbank
Limited (acting through its Corporate and Investment Banking division) and Absa Bank Limited (acting
Not for distribution in the United States, Canada, Australia or Japan
through its Corporate and Investment Banking division) are acting as Joint Bookrunners (the “Joint
Bookrunners”) in connection with the Placing. The Joint Global Co-ordinators and the Joint
Bookrunners are collectively referred to as the “Bookrunners”.
The Placing will be carried out under the vendor consideration placing rules in terms of paragraph
5.62 of the JSE Limited ("JSE") Listings Requirements. The Bookbuild is being offered to qualifying
investors only (as set out in greater detail under “Important Notice” below) and is not an offer to the
public in any jurisdiction.
The price per share at which the Placing Shares are to be placed (the “Placing Price”) will be
determined at the close of the Bookbuild. The timing of the closing of the Bookbuild, the Placing Price
and allocations are at the discretion of Harmony and the Bookrunners. Details of the number of
Placing Shares and the Placing Price will be announced as soon as practicable following the closing
of the Bookbuild. Listing and trading ("Admission") of the Placing Shares on the JSE is expected to
commence on or around 11 June 2018 (or such later date as may be agreed between the Company
and the Bookrunners) and that dealings in the Placing Shares will commence at the same time. The
Placing is conditional upon, amongst other things, Admission of the Placing Shares on the JSE
becoming effective and the placing agreement between the Company, the Joint Global Co-ordinators
and the Joint Bookrunners not being terminated in accordance with its terms prior to Admission.
The Placing Shares, when issued, will rank pari passu in all respects with the existing Harmony
ordinary shares, including the right to receive all dividends and other distributions declared, made or
paid after the date of issue of the Placing Shares.
Harmony has agreed, subject to certain exclusions, to a lock-up of 90 days from settlement of the
Placing.
Participation of ARM
African Rainbow Minerals Limited ("ARM"), Harmony's strategic black economic empowerment
partner, has agreed, at the price determined by the Bookbuild, to subscribe for so many shares as
necessary to ensure that its current shareholding of 14.29% will be maintained post the Placing.
ARM's participation is subject to Harmony shareholder approval and will form part of the Proceeds.
Notes
The US dollar to South African rand exchange rate used in this Announcement is 12.6 as at noon
South Africa time.
Johannesburg
5 June 2018
For further information please contact:
Lauren Fourie
Investor Relations Manager
+27 (0) 71 607 1498 (mobile)
Marian van der Walt
Executive: Corporate and Investor Relations
+27 (0) 82 888 1242 (mobile)
Not for distribution in the United States, Canada, Australia or Japan
JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Joint Global Co-ordinators: J.P. Morgan Securities plc and UBS AG, London Branch
Joint Bookrunners: Nedbank Limited (acting through its Corporate and Investment Banking division)
and Absa Bank Limited (acting through its Corporate and Investment Banking division)
South African legal counsel to the Company: Bowman Gilfillan Inc.
International legal counsel to the Company: Hogan Lovells International LLP
Legal counsel to the Joint Global Co-oridnators and Joint Bookrunners: Davis Polk & Wardwell
London LLP
IMPORTANT NOTICE
This Announcement is for information purposes only and shall not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States or any other
Restricted Jurisdiction. This Announcement and the information contained herein is restricted and is
not for publication or distribution, directly or indirectly, in whole or in part, in or into the United
States, Canada, Australia or Japan, or in any other Restricted Jurisdiction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (“Securities Act”), or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold, resold, delivered or otherwise
distributed in or into the United States absent registration, except in reliance on an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of the Placing Shares in the United States or in any
other Restricted Jurisdiction.
THE PLACING SHARES PURCHASED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE
OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED
STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT) OR
DEPOSITED INTO THE COMPANY’S AMERICAN DEPOSITARY RECEIPT (“ADR”) PROGRAM UNTIL A
MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE PLACING AND THE COMPANY’S ADRS MAY
NOT BE USED IN ANY HEDGING TRANSACTION THAT INCLUDES THE PLACING SHARES AND BY
PURCHASING PLACING SHARES IN THE OFFERING FROM OUTSIDE THE UNITED STATES, YOU WILL
BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
The Company will instruct Deutsche Bank Trust Company Americas, as depositary, not to accept any
Placing Shares for deposit into the Company’s American Depositary Receipt Program in exchange for
the issueance of ADRs evidencing Harmony’s American Depositary Shares for 40 days after
settlement of the Placing.
Any offer, sale, resale, delivery or other distribution of the Placing Shares within the United States
during this 40 day period by any dealer (whether or not participating in the Placing) may violate the
Not for distribution in the United States, Canada, Australia or Japan
registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant
to an exemption from, on in a transaction not subject to, the registration requirements of the
Securities Act.
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 Act"); 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 ("FAIS Act") 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 the Company, 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 Company is not a financial services provider licensed as such under the
FAIS Act.
No public offering of the Placing Shares is being made in the United Kingdom. In the United
Kingdom, all offers of the Placing Shares will be made pursuant to an exemption under the
Prospectus Directive (as defined below) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) does not apply.
No prospectus will be made available in connection with the Placing and no such prospectus is
required to be published in accordance with the Prospectus Directive.
This Announcement is for information purposes only and is directed only at persons in Member
States of the European Economic Area who are (a) qualified investors (“Qualified Investors”) within
the meaning of article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC as
amended, and includes the 2010 PD Amending Directive (Directive 2010/73/EU) to the extent
implemented in the relevant Member State) (the “Prospectus Directive”) and (b) in the United
Kingdom and (i) investment professionals falling within Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom they may lawfully be
communicated, all such persons together being referred to as “Relevant Persons”. In Member States
Not for distribution in the United States, Canada, Australia or Japan
of the European Economic Area, this Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to which this Announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement has been issued by, and is the sole responsibility of, the Company. 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 J.P. Morgan Securities plc or UBS AG, London
Branch (the “Joint Global Co-ordinators”), or Nedbank Limited (acting through its Corporate and
Investment Banking division) or Absa Bank Limited (acting through its Corporate and Investment
Banking division) (the “Joint Bookrunners”, together with the Joint Global Co-ordinators, the
“Bookrunners”), 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.
Each Bookrunner and its respective affiliates are acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on each Bookrunner or its affiliates by its respective
regulatory regimes, neither any Bookrunner nor any of its respective affiliates accepts any
responsibility whatsoever for the contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of any Bookrunner or any of its
respective affiliates in connection with the Company, the Placing Shares or the Placing. Each
Bookrunner and each of its respective affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in
respect of any statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by each Bookrunner or any of its respective
affiliates as to the accuracy, completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company or any Bookrunner that would
permit an offering of such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes are required by the Company
and the Bookrunners to inform themselves about, and to observe, such restrictions.
This Anouncement contains forward-looking statements within the meaning of the safe harbor
provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act with respect to the Company’s financial condition, results of operations, business
strategies, operating efficiencies, competitive positions, growth opportunities for existing services,
plans and objectives of management, markets for stock and other matters. These include all
statements other than statements of historical fact, including, without limitation, any statements
preceded by, followed by, or that include the words “targets”, “believes”, “expects”, “aims”,
Not for distribution in the United States, Canada, Australia or Japan
“intends”, “will”, “may”, “anticipates”, “would”, “should”, “could”, “estimates”, “forecast”,
“predict”, “continue” or similar expressions or the negative thereof.
Any forward-looking statements, including, among others, those relating to the Company’s future
business prospects, revenues and income, wherever they may occur in this Announcement, are
necessarily estimates reflecting the best judgment of the Company’s senior management and
involve a number of risks and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, you should not place undue
reliance on forward-looking statements as a prediction of actual results. Statements contained in
this Announcement regarding past trends or activities should not be taken as a representation that
such trends or activities will continue in the future. No statement in this Announcement is or is
intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for
the current or future financial years will necessarily match or exceed the historical or published
earnings of the Company.
The information contained in this Announcement is subject to change without notice and, except as
required by applicable law, the Company and each Bookrunner do not assume any responsibility or
obligation to update publicly or review any of the forward-looking statements contained in it and
nor do they intend to.
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. 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 by any Bookrunner.
The information in this Announcement may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not represent the announcement of a definitive agreement to proceed
with the Placing and, accordingly, there can be no certainty that the Placing will proceed. Harmony
reserves the right not to proceed with the Placing or to vary any terms of the Placing in any way.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock
exchange other than the Johannesburg Stock Exchange.
Persons who are invited to and who choose to participate in the Placing by making an offer to take
up Placing Shares, will be deemed to have read and understood this Announcement in its entirety
and to be making such offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained herein. Each such placee represents,
warrants and acknowledges that it is a person eligible to purchase or subscribe for the Placing Shares
in compliance with the restrictions set forth herein and applicable laws and regulations in its home
jurisdiction and in the jurisdiction (if different) in which it is physically resident. Unless otherwise
agreed in writing, each placee represents, warrants and acknowledges that it is (a) not located in, a
resident of, or physically present in, the United States, Canada, Australia, Japan or any Restricted
Jurisdiction and it is not acting on behalf of someone who is located in, a resident of, or physically
present in, the United States, Canada, Australia, Japan or any Restricted Jurisdiction and (b) not a
U.S. person (as that term is defined in Regulation S under the Securities Act).
Information to Distributors
Not for distribution in the United States, Canada, Australia or Japan
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, the Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR
CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Date: 05/06/2018 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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