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HARMONY GOLD MINING COMPANY LIMITED - Results of placing

Release Date: 25/06/2020 07:45:00      Code(s): HAR       PDF(s):  
Results of placing

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”)


Not for distribution in the United States, Canada, Australia or Japan


THIS ANNOUNCEMENT (“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 REPUBLIC OF SOUTH AFRICA OR 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ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE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 ANNOUNCEMENT.


RESULTS OF PLACING

Harmony Gold Mining Company Limited (“Harmony” or the “Company”) is pleased to announce the
successful completion of the placing announced yesterday the ("Placing").

A total of 60,278,260 new ordinary shares in Harmony have been placed with existing and new
institutional investors (the "Placing Shares") at a price of ZAR57.50 per share (the "Placing Price"),
raising gross proceeds of approximately US$200 million (ZAR3.466 billion) (the "Proceeds"). The
proceeds of the Placing will be used by the Company to discharge the US$200 million consideration to
acquire AngloGold Ashanti’s South African assets, Mponeng mine and Mine Waste Solutions. J.P.
Morgan Securities plc acted as Sole Global Coordinator and Joint Bookrunner (the "Sole Global
Coordinator") and Absa Bank Limited (acting through its Corporate and Investment Banking division)
acted as Joint Bookrunner (together with J.P. Morgan, the “Joint Bookrunners”) in connection with
the Placing.

The Placing Shares being issued represent, in aggregate, approximately 11.1 per cent of the Company’s
issued ordinary share capital before the Placing. The Placing Price represents a discount of 5.4 per cent
to the closing share price on 24 June 2020 and a 3.5 per cent discount to the 30 day VWAP, which
complies with Section 5.52 of the Listings Requirements of the JSE Limited (“JSE”). 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
thereof.

An application will be made to the JSE Limited for the listing of the Placing Shares. Subject to approval
by the JSE, listing and trading (the “Admission”) of the Placing Shares are expected to occur on the JSE
on or around 30 June 2020 (or such later date as may be agreed between the Company and the
Bookrunners) and 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 and the Bookrunners not being terminated in
accordance with its terms prior to Admission.

Following Admission becoming effective, the Company's issued share capital will comprise
603,142,706 ordinary shares. This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are required to notify their
beneficial interest in, or a change to their beneficial interest in, the Company's ordinary shares under
Section 122 of the Companies Act (No.71 of 2008, as amended).

Placing Shares purchased by persons outside of the United States (as defined by Regulation S under
the Securities Act) must not be offered or sold 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 share
programme until at least 40 days after settlement of the Placing.

Harmony has agreed, subject to certain exclusions, to a lock-up of 90 days from settlement of the
Placing.

Harmony’s chief executive officer, Peter Steenkamp, commented: “This successful placement is a
validation of our investors’ support for Harmony’s stated strategy to safely grow quality ounces and
increase margins, specifically through the acquisition of the Mponeng and Mine Waste Solutions
assets. We intend replicating our success in South Africa, with decades of acquiring, operating, and
extending the life of mines, and extracting additional value from mining operations.”




Notes

The US dollar to South African rand exchange rate used in this Announcement is 17.33.



Johannesburg

25 June 2020


For further information, please contact:

Marian van der Walt

Executive: Corporate and Investor Relations

+27 (0) 82 888 1242 (mobile)


Max Manoeli
Senior Investor Relations Coordinator
+27 (0) 82 759 1775 (mobile)
Financial adviser to the Company: Rothschild & Co. South Africa

JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

Sole Global Coordinator: J.P. Morgan Securities plc

Joint Bookrunners: J.P. Morgan Securities plc and Absa Bank Limited (acting through its Corporate
and Investment Banking division)

South African legal counsel to the Company: Edward Nathan Sonnenbergs Inc.

U.S and U.K. legal counsel to the Company: Hogan Lovells US LLP

U.S. and U.K. legal counsel to the Joint Bookrunners: Davis Polk & Wardwell London LLP

South African legal counsel to the Joint Bookrunners: Bowman Gilfillan Inc.




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 Republic of South Africa, 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, 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 absent registration, except in reliance on an 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 ACQUIRED 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 ANY PLACING SHARES AND BY ACQUIRING 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 issuance 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
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 was only 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); and (ii) selected persons, acting as principal, acquiring Placing Shares for a total
contemplated 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").

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 was being made in the United Kingdom. In the United Kingdom,
all offers of the Placing Shares were made pursuant to an exemption under the Prospectus Regulation
(as defined below) from the requirement to produce a prospectus. 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 Regulation

This Announcement is for information purposes only and is directed only at, and communicated to,
persons (a) in Member States of the European Economic Area who are qualified investors (“Qualified
Investors”) within the meaning of article 2(1)(e) of the EU Prospectus Regulation (which means
Regulation (EU) 2017/1129, as amended) (the “Prospectus Regulation”) and (b) in the United Kingdom
who are Qualified Investors 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, (each such persons being referred to as “Relevant Persons”). In Member
States 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 in a Member State of the European Economic Area or the
United Kingdom 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 and Absa Bank Limited,
acting through its Corporate and Investment Banking division, 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 Joint 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 Joint Bookrunner or its affiliates by its respective
regulatory regimes, neither any Joint Bookrunner nor any of its respective affiliates accept 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 Joint Bookrunner or any of
its respective affiliates in connection with the Company, the Placing Shares or the Placing. Each Joint
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 Joint 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 Joint 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 Joint Bookrunners to inform themselves about, and to observe, such restrictions.

This Announcement 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”, “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 Joint 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
acquire Placing Shares in the Placing must be made solely on the basis of publicly available information,
which has not been independently verified by any Joint 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 were invited to and who chose 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

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 Joint 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: 25-06-2020 07:45:00
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