Wrap Text
Pricing of ZAR1.2 billion senior unsecured convertible bond offering
Royal Bafokeng Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
(ISIN: ZAE000149936)
(JSE Share code: RBP)
Bloomberg: RBP SJ EQUITY
Reuters: RBPJ.J
(“RBPlat” or “the Issuer”)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
PRICING OF ZAR1.2 BILLION SENIOR UNSECURED CONVERTIBLE BOND OFFERING
RBPlat shareholders are referred to the announcement released on the Stock Exchange News Service
of the JSE Limited (“JSE”) earlier today relating to an offering (the “Offering”) of senior, unsecured,
convertible bonds with an aggregate principal amount of ZAR1.2 billion (the “Bonds”).
RBPlat is pleased to announce the successful placement of the Offering on the terms set out below.
1. Pricing of the Offering
The Bonds, which are expected to mature on 16 March 2022, will be issued at par and will carry a fixed
rate coupon of 7.0% per annum payable semi-annually in arrears.
The Bonds will be convertible into ordinary shares of the Issuer (“Ordinary Shares”), subject to the
approval of RBPlat’s ordinary shareholders, at an initial conversion price of ZAR42.9438, representing
a premium of 30% to the reference price of ZAR33.0337 which is the Volume Weighted Average Price
of the Ordinary Shares listed on the Main Board of the JSE from market open to the close of the offer
today, Wednesday, 8 March 2017.
The Bonds will be convertible into approximately 27.9 million Ordinary Shares, representing
approximately 14.3% of the current outstanding share capital of RBPlat.
2. Settlement and listing
Settlement is expected to take place on or around Wednesday, 15 March 2017 (the “Settlement Date”).
The Bonds will not be listed on the Settlement Date. The Issuer will apply for the Bonds to be listed and
admitted to trading on the Main Board of the JSE within three months following the Settlement Date.
3. Lock-ups
The Issuer has agreed not to issue or dispose of any Ordinary Shares, or securities convertible or
exchangeable into Ordinary Shares, held by or on their behalf, for a period of 90 days following the
Offering, subject to customary exceptions such as share issues in respect of the RBPlat employee share
schemes.
4. Bookrunners
Morgan Stanley & Co. International plc and Rand Merchant Bank, a division of FirstRand Bank Limited,
are acting as joint global coordinators and bookrunners for the Offering (the "Joint Global Coordinators
and Bookrunners").
Johannesburg
8 March 2017
Joint Global Coordinators and Bookrunners
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
Transaction Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to RBPlat
Bowman Gilfillan Inc. (South African legal counsel)
Davis Polk & Wardwell London LLP (International legal counsel)
Legal adviser to Bookrunners
Webber Wentzel (South African legal counsel)
Linklaters LLP (International legal counsel)
Disclaimer
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE JOINT GLOBAL COORDINATORS OR ANY
OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR
POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY
MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES
ARE REQUIRED BY THE ISSUER, AND THE JOINT GLOBAL COORDINATORS TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE
UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED IN THIS PRESS RELEASE HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION.
COPIES OF THIS PRESS RELEASE ARE NOT BEING, AND MUST NOT BE, MAILED, OR
OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO
PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS
RECEIVING THIS PRESS RELEASE (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES)
MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL
OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND
DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS
WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE
EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY
TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS
PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY
PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA
OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED
INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
NO “OFFER TO THE PUBLIC” (AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES
ACT, 2008 (THE “SA COMPANIES ACT")) IN SOUTH AFRICA IS BEING MADE IN CONNECTION
WITH THE ISSUE OF THE BONDS OR ANY SECURITIES AND ACCORDINGLY THIS PRESS
RELEASE DOES NOT, NOR DOES IT INTEND TO, CONSTITUTE A ‘‘REGISTERED PROSPECTUS’’,
AS CONTEMPLATED IN CHAPTER 4 OF THE SA COMPANIES ACT. ACCORDINGLY, NO
PROSPECTUS HAS BEEN FILED WITH THE SOUTH AFRICAN COMPANIES AND INTELLECTUAL
PROPERTY COMMISSION IN RESPECT OF THE ISSUE OR OFFERING OF THE BONDS. ANY
ISSUE OR OFFERING OF THE BONDS IN SOUTH AFRICA CONSTITUTES AN OFFER FOR THE
SUBSCRIPTION AND SALE OF THE BONDS IN SOUTH AFRICA ONLY TO SELECTED INVESTORS
WHO FALL WITHIN THE EXEMPTIONS SET OUT IN SECTIONS 96(1)(a) OR (b) OF THE SA
COMPANIES ACT AND, ACCORDINGLY, SUCH OFFER WOULD NOT BE CONSIDERED TO BE AN
“OFFER TO THE PUBLIC” FOR THE PURPOSES OF THE SA COMPANIES ACT.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF
AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S PUBLICLY
AVAILABLE INFORMATION. NEITHER THE JOINT GLOBAL COORDINATORS NOR ANY OF THEIR
RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR
THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES
TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND
NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”).
NONE OF THE ISSUER OR THE JOINT GLOBAL COORDINATORS MAKE ANY REPRESENTATION
AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE
APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF
INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES
EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE JOINT GLOBAL COORDINATORS ARE ACTING ON BEHALF OF THE ISSUER AND NO ONE
ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT GLOBAL
COORDINATORS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE ISSUER, THE JOINT GLOBAL COORDINATORS AND THEIR RESPECTIVE
AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW
OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNOUNCEMENT CONSTITUTE FORWARD LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “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
PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE
ACTUAL RESULTS, PERFORMANCE, OBJECTIVES OR ACHIEVEMENTS OF THE ISSUER, AS
WELL AS THE INDUSTRY IN WHICH IT OPERATES, TO BE MATERIALLY DIFFERENT FROM
FUTURE RESULTS, PERFORMANCE, OBJECTIVES OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THESE FORWARD LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
SPEAK ONLY AS OF THE DATE THEY ARE MADE. THE ISSUER UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY OR TO RELEASE ANY REVISIONS TO THESE FORWARD LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS
ANNOUNCEMENT.
Date: 08/03/2017 03:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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