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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').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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