ROYAL BAFOKENG PLATINUM LIMITED - Distribution of a Circular and Notice of General Meeting

Release Date: 27/08/2018 09:29
Code(s): RBP RBPCB
 
Wrap Text
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
Company code: RBPD
Bond code: RBPCB
ISIN: ZAE000243853
(“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 5 July 2018 in terms of which
      shareholders were advised that RBPlat, through its wholly-owned subsidiary, Royal Bafokeng
      Resources Proprietary Limited (“RBR”), had concluded a sale and purchase agreement with
      Rustenburg Platinum Mines Limited (“RPM”), a wholly-owned subsidiary of Anglo Platinum
      Limited, pursuant to which the Company will, subject to fulfilment and/or, waiver (to the extent
      legally permissible), of certain conditions precedent, acquire the balance of the 33% interest in
      the Bafokeng Rasimone Platinum Mine Joint Venture (“BRPM JV”), from RPM, for an
      aggregate consideration equal to R1.863 billion (the “Acquisition”). Following implementation
      of the Acquisition, and as a consequence thereto, the joint venture agreement entered into
      between RPM and RBR relating to the BRPM JV will be terminated.

      Furthermore, RBR and RPM have concluded a revised purchase of concentrate agreement
      (the “Revised Purchase of Concentrate Agreement”) to replace the existing purchase of
      concentrate agreement entered into between RBR and RPM (the “Existing Purchase of
      Concentrate Agreement”), which shall be terminated on dissolution of the BRPM JV. The
      terms and conditions of the Revised Purchase of Concentrate Agreement are substantially
      unchanged.

      Given the size of the Acquisition and the fact that RPM has, in the preceding 12-month period,
      held 10% or more of the RBPlat shares in issue, RPM is a related party to RBPlat and the
      Acquisition is therefore a related party category 1 transaction for RBPlat. Furthermore, given
      that the Revised Purchase of Concentrate Agreement constitutes an agreement entered into
      between RBPlat (through RBR) and a related party, the implementation of the Revised
      Purchase of Concentrate Agreement will require approval by shareholders in a general
      meeting.

2.    Posting of the Circular

      Shareholders are hereby advised that a circular (the “Circular”), including, inter alia, a
      fairness opinion in respect of the Acquisition and the conclusion of the Revised Purchase of
      Concentrate Agreement and a notice of general meeting for the purposes of approving the
      Acquisition, the conclusion of the Revised Purchase of Concentrate Agreement and related
      matters, has today, 27 August 2018, been posted to RBPlat shareholders registered as such
      on Friday, 17 August 2018. The Circular is also available on RBPlat’s website:
      http://www.bafokengplatinum.co.za/circulars.php.

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 Tuesday, 25 September 2018 at 09:00
     (“General Meeting”), to consider and if deemed fit, to 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:

                                                                                                       2018

      Last day to trade in RBPlat shares in order to be recorded in                   Tuesday, 11 September
      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, 14 September
      attend, speak and vote at the General Meeting
      (“General Meeting Record Date”), on

      Forms of proxy to be received by the transfer secretaries by                   Thursday, 20 September
      09:00, on

      General Meeting to be held at 09:00, on                                         Tuesday, 25 September

      Results of General Meeting published on SENS, on or about                       Tuesday, 25 September


      Notes:

       1.   The dates and times set out in this announcement 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 in
            this announcement 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, settlement of trades will take place three Business Days after such trade.
            Therefore, persons who acquire new RBPlat shares after Tuesday, 11 September 2018, General
            Meeting LDT, 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, 12 September 2018, and the General
            Meeting Record Date, being Friday, 14 September 2018.

       4.   Dematerialised shareholders, other than those with “own name” registration, must provide their
            Broker or 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, unless the contrary is stated in such form of proxy.


Johannesburg
27 August 2018

Corporate Advisor and Transaction Sponsor
Questco Proprietary Limited

Legal Advisor
Bowman Gilfillan Inc.

Independent Expert
Snowden Mining Industry Consultants Proprietary Limited                    

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


DISCLAIMER

Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of
any offer to purchase or subscribe for, any securities of RBPlat in any jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons in any such jurisdictions into which this announcement is released,
published or distributed should inform themselves about and observe such restrictions. Failure to
comply with the applicable restrictions may constitute a violation of the securities laws of any such
jurisdiction.

Date: 27/08/2018 09:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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