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ATLATSA RESOURCES CORPORATION - Atlatsa Announces Comprehensive Restructuring and Going Private Transaction

Release Date: 12/12/2018 13:30
Code(s): ATL     PDF:  
 
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Atlatsa Announces Comprehensive Restructuring and Going Private Transaction

Atlatsa Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSX/JSE share code: ATL
ISIN: CA0494771029
(“Atlatsa” or the “Company”)

ATLATSA ANNOUNCES COMPREHENSIVE RESTRUCTURING AND GOING PRIVATE TRANSACTION

December 12, 2018 Atlatsa Resources Corporation (“Atlatsa” or the “Company”) (TSX: ATL; JSE: ATL)
announces that it has entered into a suite of transaction agreements dated December 11, 2018 (“Transaction
Agreements”) with, inter alia, Rustenburg Platinum Mines Limited (“RPM”), a significant shareholder of Atlatsa
and a wholly-owned subsidiary of Anglo American Platinum Limited (“AAP”), and Atlatsa Holdings Proprietary
Limited (“ATH”), Atlatsa’s majority shareholder, outlining the terms and conditions of a Composite Transaction
(as defined below) to be implemented by way of a Canadian court-approved plan of arrangement (“Plan of
Arrangement”) under section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”).

1.    BACKGROUND TO THE COMPOSITE TRANSACTION

      On July 21, 2017, the Company announced (“Previous Announcement”) that it had entered into an
      agreement with AAP outlining key terms agreed in relation to a two-phased restructuring plan (the
      “Restructuring Plan”), comprising:

        •   Phase 1: a care and maintenance strategy for Bokoni Mine; and

        •   Phase 2: a financial restructuring plan for Atlatsa and its subsidiaries (“Atlatsa Group”) pursuant
            to which, inter alia:

            o   RPM will acquire and include into its adjacent Northern Limb mining rights, the resources
                specified in Atlatsa Group’s Kwanda North and Central Block prospecting rights, for a cash
                consideration of R300 million (C$28 million) (“Prospecting Rights Purchase Consideration”)
                (“Prospecting Rights Disposition”);

            o   subject to implementation of the Prospecting Rights Disposition, RPM will capitalise and/or
                write-off all debt owing by Atlatsa Group, directly or indirectly, to RPM, including any current
                and further debt that may be incurred during the care and maintenance period of Bokoni Mine
                until December 31, 2019 (“RPM Debt Write-Off”). As at the date of this announcement, debt
                owing by Atlatsa Group to RPM which will be subject to the RPM Debt Write-Off amounted to
                c. R4.6 billion (C$0.4 billion); and

            o   Atlatsa and RPM will retain their 51% and 49% respective shareholdings in the Bokoni Mine
                joint venture.

      Shareholders of the Company (the “Shareholders”) are referred to the Previous Announcement for
      further background information on, and the rationale for, the Restructuring Plan.

      Subject to and following completion of the Arrangement, and in view of the costs and onerous
      administration of maintaining a listing on two international exchanges, the Company intends to apply to
      the applicable securities authorities to have its common shares (the “Common Shares”) delisted from
      the Toronto Stock Exchange (the “TSX”) and the exchange operated by the JSE Limited (the “JSE”) and
      to cease to be a reporting issuer in each of the provinces of Canada in which it is currently a reporting
      issuer. Furthermore, Atlatsa will become a private company with ATH continuing to hold a controlling
      interest in the Company.

      In view of the above considerations, the Company is seeking to provide its Minority Shareholders (as
      defined below) with a liquidity event and an opportunity to realise value for their Common Shares. The
      Company therefore intends to implement a Composite Transaction (as defined below), which
      incorporates a share repurchase from certain of the Minority Shareholders, as further detailed below.

2.    MATERIAL TERMS OF THE COMPOSITE TRANSACTION

      2.1   Components of the Composite Transaction

            Atlatsa is seeking to implement the following inter-conditional transactions (collectively, the
            “Composite Transaction”) by way of a Plan of Arrangement:

            • the Prospecting Rights Disposition;

            • the Buy-Back: the privatisation of Atlatsa through a compulsory repurchase, by the Company,
              for cancellation of all Common Shares held by: (a) the Company’s minority shareholders, being
              all of the Shareholders, excluding ATH, RPM, the trustees for the time being of the Anooraq
              Community Participation Trust (“Community Trust”) and the trustees for the time being of the
              Bokoni Platinum Mine ESOP Trust (collectively, the “Minority Shareholders”), for a cash
              consideration of R1.00 (C$0.09) (“Share Cash-Out Consideration”) per Common Share; and
              (b) RPM for an aggregate nominal cash consideration of R1.00 (C$0.09) (collectively, the “Buy-
              Back”);

            • the Tender Option: Atlatsa will make a tender offer to purchase for cancellation any or all of the
              Common Shares held by the Community Trust in exchange for the Share Cash-Out
              Consideration for each Common Share so tendered (“Tender Option”);

            • the RPM Debt Write-Off; and

            • the ATH Debt Write-Off: RPM will write-off all debt owing by ATH (Atlatsa’s majority
              Shareholder) to it in exchange for ATH remaining as Atlatsa’s controlling Shareholder
              immediately after the Composite Transaction (“ATH Debt Write-Off”). As at the date of this
              announcement, the amount of the debt subject to the ATH Debt Write-Off amounted to c. R528
              million (C$49 million).

       2.2   Tender Option

             The Tender Option is being made in respect of the Community Trust only. The Minority
             Shareholders and RPM will have their Common Shares acquired pursuant to the Buy-Back. The
             Company wishes to maintain a constructive relationship with the community surrounding the
             Bokoni Mine and has elected to provide the Community Trust with the option to pursue a liquidity
             event through a voluntary participation in the Tender Option. The Community Trust will have the
             flexibility of tendering all, some or none of its Common Shares as part of the Tender Option, which
             Common Shares so tendered are to be acquired by the Company and immediately cancelled. The
             Tender Option is not conditional upon any minimum number of Common Shares being deposited
             by the Community Trust.

       2.3   Share Cash-Out Consideration payable in respect of the Buy-Back and the Tender Option

             The Buy-Back of the Common Shares of the Minority Shareholders and the Tender Option are
             priced at R1.00 (C$0.09) per Common Share. The Share Cash-Out Consideration represents the
             following premiums to the price of the Common Shares on the TSX and JSE:

             •   approximately 63.6% and 56.3% to the closing price of the Common Shares on the TSX and
                 the JSE, respectively, on July 20, 2017, being the date immediately prior to the date of the
                 Previous Announcement; and

             •   approximately 108% and 100% to the closing price of the Common Shares on the TSX and
                 the JSE, respectively, on December 11, 2018, being the date immediately prior to the date of
                 this announcement.

3.     REQUIRED SHAREHOLDER APPROVALS

       The resolution required to be passed by the Shareholders in respect of the Arrangement (“Arrangement
       Resolution”) must be passed by not less than:

       •    three-quarters (¾) of the votes cast on the Arrangement Resolution by or on behalf of the
            Shareholders present in person or represented by proxy at the meeting of Shareholders; and

       •    a simple majority of the votes cast on the Arrangement Resolution by or on behalf of the Minority
            Shareholders present in person or represented by proxy at the meeting of Shareholders,

            (collectively, the “Required Shareholder Approvals”).

4.     CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT

       The effectiveness of the Arrangement will be conditional upon the fulfilment, satisfaction or waiver (to the
       extent permitted by the Plan of Arrangement) of, inter alia, the following conditions:

       •    to the extent required, the exchange control authorities of the South African Reserve Bank shall
            have granted approval for the transactions contemplated in the Plan of Arrangement, either
            unconditionally or subject to such conditions as Atlatsa confirms to RPM in writing to be acceptable
            to Atlatsa;

       •    the Required Shareholder Approvals being obtained;

       •    the Supreme Court of British Columbia shall have granted the final order, and in the event of an
            appeal or application for leave to appeal, final determination shall have been made by the
            applicable appellate court;

       •    the satisfaction or waiver of each of the conditions precedent in the Transaction Agreements (save
            for any condition requiring that the Arrangement become unconditional), including in particular, the
            approval and consent by the Department of Mineral Resources of South Africa in terms of sections
            11 and 102 of the South African Mineral and Petroleum Resources Development Act, No. 28 of
            2002; and

       •    other conditions to effectiveness typical for a transaction of this nature.

5.     SPECIAL COMMITTEE FORMAL VALUATION AND FAIRNESS OPINION

       A committee comprising of independent non-executive directors of the Company (the “Special
       Committee”) was established to consider the Arrangement and, if thought advisable, to recommend to
       the board of directors of Atlatsa (“Board”) the approval of the Arrangement.

       The Special Committee retained Duff & Phelps Canada Limited (“Financial Advisor”) to prepare a formal
       valuation and fairness opinion (“Formal Valuation and Fairness Opinion”) in connection with the
       Arrangement. Subject to the qualifications and assumptions contained in the Formal Valuation and
       Fairness Opinion, and based upon certain representations made to it by and on behalf of the Company,
       the Financial Advisor concluded that:

       •    the Share Cash-Out Consideration payable to the Minority Shareholders pursuant to the Buy-Back
            is fair from a financial point of view to such Minority Shareholders; and

       •    the Prospecting Rights Purchase Consideration payable to the Company in connection with the
            Prospecting Rights Disposition is fair from a financial point of view to the Company.

       The Board, after consulting with its advisors, and after careful consideration of, among other things, the
       Formal Valuation and Fairness Opinion and the recommendation of the Special Committee, has: (a) (with
       directors of the Company who have interests in connection with the Arrangement that may present them
       with actual or potential conflicts of interest in connection with the Arrangement (“Conflicted Directors”)
       abstaining) determined that the Arrangement is in the best interests of the Company and is fair to the
       Shareholders; and (b) recommends (with Conflicted Directors abstaining) that the Shareholders vote IN
       FAVOUR OF the Arrangement Resolution. A copy of the Formal Valuation and Fairness Opinion will be
       included in the circular to be mailed to Shareholders in relation to the Arrangement (“Circular”).

6.     SHAREHOLDER SUPPORT FOR THE COMPOSITE TRANSACTION

       Holders of approximately 89.6% of the Common Shares have entered into voting support agreements
       with Atlatsa, pursuant to which they have agreed to vote (or procure that their intermediary or broker
       votes) all of their Common Shares in favour of the Arrangement Resolution.

7.     FURTHER INFORMATION

       Further details regarding the Arrangement, the mailing of the Circular and the related salient dates and
       times pertaining to the Arrangement will be published in due course. Copies of the Circular, the Plan of
       Arrangement, the Transaction Agreements and certain related documents will be made available under
       the Company’s profile on SEDAR at www.sedar.com.

8.     ADVISORS

       The Special Committee retained Duff & Phelps Canada Limited as its Financial Advisor. One Capital
       Advisory Proprietary Limited is acting as Atlatsa’s exclusive corporate advisor and One Capital Sponsor
       Services Proprietary Limited is acting as JSE transaction sponsor and JSE sponsor to Atlatsa. Stikeman
       Elliott LLP, Cliffe Dekker Hofmeyr Inc. and Skadden, Arps, Slate, Meagher & Flom LLP are acting as the
       Company’s Canadian, South African and U.S. legal counsel, respectively. Koikanyang Inc. is acting as
       ATH’s legal counsel.

9.     QUERIES

       For further information please contact
       Joel Kesler
       Chief Commercial Officer
       Office: +27 10 286 1166
       Email: Joel@atlatsa.com

Corporate Advisor, transaction and JSE Sponsor to Atlatsa: One Capital
South African attorneys to Atlatsa: Cliffe Dekker Hofmeyr Inc.
Canadian legal counsel to Atlatsa: Stikeman Elliott LLP
U.S. legal counsel to Atlatsa: Skadden, Arps, Slate, Meagher & Flom LLP
South African attorneys to ATH: Koikanyang Inc.
Independent Financial Advisor to the Special Committee: Duff & Phelps Canada Limited

Cautionary note regarding forward-looking information

This document contains “forward-looking statements” within the meaning of the applicable Canadian securities
laws, that are based on Atlatsa’s expectations, estimates and projections as of the dates as of which those
statements are made, including statements relating to the Arrangement, the completion and effective date of
the Arrangement, the receipt of necessary approvals, including applicable court, shareholder, governmental
entity, TSX, JSE and regulatory and other third-party approvals and consents, the statements made based
upon the Formal Valuation and Fairness Opinion, the perceived benefits and completion of the Arrangement,
the proposed delisting from the TSX and the JSE and the business, financial and operational performance of
the Company. Generally, these forward-looking statements can be identified by the use of forward-looking
terminology and can be identified by words such as “anticipate”, “estimate”, “project”, “expect”, “intend”,
“believe”, “plan”, “forecasts”, “predicts”, “schedule”, “forecast”, “predict”, “will”, “could”, “may”, or their negatives
or other comparable words.


Such forward-looking statements and forward-looking information are based, in part, on factors and
assumptions that may change, thus causing actual results to differ from those expressed by the forward-looking
statements or forward-looking information. Such factors and assumptions include the approval of the Plan of
Arrangement by the court, shareholder, governmental entities, TSX, JSE and regulatory and other third-party
approvals and consents, and the implementation of the terms of the Plan of Arrangement, the agreement
relating to the Prospecting Rights Disposition and the agreement relating to the RPM Debt Write-Off and the
ATH Debt Write-Off.


Such forward-looking statements and forward-looking information involve known and unknown risks,
uncertainties and other factors that may cause Atlatsa’s actual results, performance or achievements to be
materially different from any future results, performance or achievements that may be expressed or implied by
such forward-looking statements or forward-looking information. Such risks and factors include, but are not
limited to, the failure to satisfy the conditions to closing of the Arrangement, including the receipt of the required
court, shareholder, governmental entities, TSX, JSE and other regulatory and other third-party approvals and
consents, the occurrence of any event, change or other circumstance that could give rise to the termination of,
or failure to complete, the Arrangement, or a material adverse effect with respect to the Company, uncertainties
related to the implementation of the Arrangement; uncertainties related to satisfying the conditions precedent
of the Arrangement; changes in and the effect of government policies with respect to mining and natural
resource exploration, development and exploitation; continuing availability of capital and financing; general
economic, market or business conditions; failure of plant, equipment or processes to maintain the Bokoni Mine
on care and maintenance; labour disputes, industrial unrest and strikes; political instability; suspension of
operations and damage to mining property as a result of community unrest and safety incidents; insurrection or
war; delays in obtaining government approvals; and the Company’s ability to satisfy the terms and conditions
of the loans and borrowings, as described under “Going Concern” in Note 2 to the 2018 Q3 Interim Financial
Statements, which are available under the Company’s profile on SEDAR at www.sedar.com and the risk factors
set forth under “Description of Business – Risk Factors” in the 2017 AIF.

Atlatsa advises shareholders that these cautionary remarks expressly qualify in their entirety all forward-looking
statements and forward-looking information attributable to Atlatsa or persons acting on its behalf. Atlatsa
assumes no obligation to update any forward-looking statements or forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting such statements or information, except
as required by law. Shareholders should carefully review the cautionary notes and risk factors contained in this
document and other documents that Atlatsa files from time to time with, or furnishes to, the Canadian securities
regulators and which are also available under the Company’s profile on SEDAR at www.sedar.com.

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