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ROYAL BAFOKENG PLATINUM LIMITED - Declaration and Finalisation Announcement in respect of the Rights Offer and Posting of a Circular

Release Date: 05/03/2019 07:15
Code(s): RBP RBPCB     PDF:  
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Declaration and Finalisation Announcement in respect of the Rights Offer and Posting of a Circular

ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
Bond code: RBPCB ISIN: ZAE000243853
(“RBPlat” or the “Company”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER JURISDICTION WHERE
EXTENSION OR MAKING THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF
APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES
IN THE UNITED STATES OR ANY OTHER JURISDICTION.

DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER AND
POSTING OF A CIRCULAR

Shareholders are hereby advised that RBPlat intends to raise up to R1 029 109 268 by way of a renounceable
rights offer (“the Rights Offer”).

1.   SALIENT TERMS OF THE RIGHTS OFFER

1.1. In terms of the Rights Offer, 46 777 694 new ordinary RBPlat shares (“Rights Offer Shares”) will be offered
     to RBPlat shareholders recorded in the share register at the close of business on Friday, 15 March 2019
     (“Record Date”), at a Subscription Price of R22.00 per Rights Offer Share, in the ratio of 1 Rights Offer Share
     for every 4.5 RBPlat ordinary shares (“RBPlat shares”) held on the Record Date.

1.2. The Subscription Price represents a discount of approximately 33.3% to the closing price of RBPlat shares on
     the JSE on Monday, 4 March 2019, the day prior to the release of this Rights Offer declaration and finalisation
     announcement on SENS, and a discount of 29.0% to the theoretical ex-rights price per share (“TERP”) of
     RBPlat shares calculated on the same date.

1.3. The Company has received irrevocable undertakings from shareholders, including Royal Bafokeng Holdings
     Proprietary Limited, in respect of, in aggregate, 74.6% of the rights to be issued pursuant to the Rights Offer,
     representing proceeds of R768.8 million. Further information in respect of these commitments is included in
     paragraph 3 of this announcement.

1.4. Excess applications for Rights Offer Shares will be allowed. The Rights Offer is not conditional upon any
     minimum subscription being obtained.

1.5. The Rights Offer Shares to be issued will rank pari passu with the existing issued ordinary shares of RBPlat.

1.6. Only whole numbers of Rights Offer Shares will be issued and accordingly fractional entitlements of 0.5 or
     greater will be rounded up and less than 0.5 will be rounded down.

2.   RATIONALE FOR THE RIGHTS OFFER

2.1. Shareholders are referred to:

2.1.1.   the announcement released on SENS on 6 September 2017 which related to the acquisition by the
         Company of: (i) the concentrator plant and related infrastructure from Maseve Investments 11 Proprietary
         Limited (“Maseve”) for USD58 million, settled in cash (“Plant Transaction”), and (ii) 100% of the shares in
         and shareholder claims against Maseve, for USD12 million, settled in RBPlat shares; and

2.1.2.   the circular, posted to shareholders on 2 November 2017 (“Maseve Circular”), relating to the specific
         authority for the issue of RBPlat shares for cash.

2.2. As set out in the Maseve Circular, at the time of entering into the Plant Transaction, it was the Company’s
     intention to implement a capital raising by way of a specific issue of shares for cash for the purposes of funding
     the consideration owing in respect of the Plant Transaction. At a general meeting held on 30 November 2017,
     shareholders approved the specific issue.

2.3. In a subsequent announcement dated 6 April 2018, shareholders were advised that the Company, having
     assessed its near-term capital requirements and taking into consideration the market conditions at the time,
     did not believe it was in the best interests of the Company to raise equity capital at that time. Accordingly, the
     Company settled the Plant Transaction from existing cash and debt facilities available to the Company, as a
     means to temporarily bridge the payment, until such time as market conditions were more conducive to a
     capital raising.

2.4. Having considered its near-term capital requirements and taking into account prevailing market conditions, the
     Company has determined that now is an opportune time to raise equity capital to replenish the cash and debt
     facilities utilised by the Company as detailed above and fund the necessary upgrades to the Maseve Plant and
     related infrastructure, as well as the ramp-up of Styldrift to 230 ktpm. Notwithstanding that the Company has
     specific authority to issue shares for cash in place, given, inter alia, market conditions, the Company has
     elected to rather raise the necessary equity capital by way of the Rights Offer and not through a specific issue
     of shares for cash.

2.5. Implementation of a successful Rights Offer will address the Company’s capital requirements in this regard
     and therefore the specific authority granted at the 30 November 2017 general meeting, will no longer be utilised
     and will effectively lapse.

3.   IRREVOCABLE UNDERTAKINGS

     RBPlat has received the following irrevocable undertakings by the shareholders listed below to follow their rights
     in respect of the RBPlat shares indicated:

         Shareholder                                                  % committed                         Rand value
                                                                     shareholding                               (Rm)
                                                                       in RBPlat*
         Allan Gray Proprietary Limited (on behalf of its clients)           23.7                              244.3
         Coronation Asset Management Proprietary Limited                      6.5                               67.2
         (on behalf of its clients)
         Investec Asset Management Proprietary Limited (on                    4.2                               43.5
         behalf of its clients)
         Royal Bafokeng Holdings Proprietary Limited                         40.2                              413.8
         (“RBH”)**
         Total                                                               74.6                              768.8

         * Including treasury shares.
         ** Includes shares held by RBH and its group companies

     A commitment fee of 1.25% is payable by the Company to each of the aforementioned shareholders on the
     Rand value of the irrevocable undertaking.

4.   SALIENT DATES AND TIMES

                                                                                                  2019
 Rights Offer circular (“Circular”) published on the RBPlat website on                Monday, 11 March
 Last day to trade in RBPlat shares in order to participate in the Rights Offer      Tuesday, 12 March
 (cum rights)

 Listing of and trading in the letters of allocation under the JSE Code RBPN       Wednesday, 13 March
 and ISIN ZAE000270104 on the JSE commences at 09:00 on

 RBPlat shares commence trading ex-rights on the JSE at 09:00 on                   Wednesday, 13 March

 Circular distributed to certificated shareholders together with a form of          Thursday, 14 March
 instruction on

 Record Date                                                                          Friday, 15 March

 Rights Offer opens at 09:00 on                                                       Monday, 18 March

 Dematerialised shareholders accounts at their CSDP or broker credited with           Monday, 18 March
 their entitlement on

 Certificated shareholders’ letters of allocation credited to an electronic           Monday, 18 March
 account held at the Transfer Secretaries on

 Circular distributed to dematerialised shareholders                                  Monday, 18 March

 Last day to trade in letters of allocation on the JSE                               Tuesday, 26 March

 Certificated shareholders wishing to sell all or part of their entitlement must     Tuesday, 26 March
 lodge their form of instruction with the transfer secretaries by 12:00 on

 Listing of, and trading in, the Rights Offer Shares on the JSE commences at       Wednesday, 27 March
 09:00 on

 Certificated shareholders wishing to renounce or subscribe for all or part of        Friday, 29 March
 their Rights Offer Entitlement must lodge their form of instruction together
 with their payment with the Transfer Secretaries by 12:00 on

 Record Date for the letters of allocation                                            Friday, 29 March

 Rights Offer closes at 12:00 on                                                      Friday, 29 March

 Rights Offer Shares issued and posted to shareholders in certificated form            Monday, 1 April
 (where applicable) on or about

 Dematerialised shareholders’ CSDP or broker accounts updated and                      Monday, 1 April
 credited with Rights Offer Shares on

 Results of Rights Offer announced on SENS                                             Monday, 1 April

 Refunds (if any) to certificated shareholders in respect of unsuccessful           Wednesday, 3 April
 excess applications made

 Dematerialised shareholders’ accounts updated and debited by their CSDP            Wednesday, 3 April
 or broker (in respect of successful excess applications)

 Certificates distributed to certificated shareholders (in respect of successful    Wednesday, 3 April
 excess applications)

Notes:
1. Shareholders may not dematerialise or rematerialise their shares between Wednesday, 13 March 2019, and
   Friday, 15 March 2019, both dates inclusive.
2. All references to dates and times are to local dates and times in South Africa.
3. CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.

5.   FOREIGN SHAREHOLDERS

Any shareholder resident outside the common monetary area who receives the Circular and form of instruction
should obtain advice as to whether any governmental and/or any other legal consent is required and/or any other
formality must be observed to enable such a subscription to be made in terms of such form of instruction.

The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the
Circular and form of instruction should not be forwarded or transmitted by recipients thereof to any person in any
territory other than where it is lawful to make such an offer.

The letters of allocation and the Rights Offer Shares have not been and will not be registered under the Securities
Act of 1933, as amended (the “U.S. Securities Act”),U.S. Securities Act, or under any securities laws of any state
or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state
and other securities laws of the United States. There will be no public offer of the letters of allocation and the Rights
Offer Shares in the United States. The Rights Offer Shares are being offered and sold in offshore transactions in
compliance with Regulation S of the U.S. Securities Act and subject to limited exceptions, are not being sold in the
United States. The Circular does not constitute an offer of any securities for sale in the United States or to United
States persons.

The Rights Offer contained in the Circular does not constitute an offer in the District of Colombia, the United States,
the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any
person to whom, it would not be lawful to make such an offer. Non-qualifying shareholders should consult their
professional advisers to determine whether any governmental or other consents are required or other formalities
need to be observed to allow them to take up the Rights Offer, or trade their entitlement.

Shareholders holding RBPlat shares on behalf of persons who are non-qualifying shareholders are responsible for
ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations
in the relevant overseas jurisdictions.

To the extent that non-qualifying shareholders are not entitled to participate in the Rights Offer, such non-qualifying
shareholders should not take up their rights offer entitlement or trade in their Rights Offer entitlement and should
allow their rights in terms of the Rights Offer to lapse.

6.   RIGHTS OFFER CIRCULAR

A Circular, containing full details of the Rights Offer and a form of instruction in respect of a letter of allocation, will
be posted to Certificated Shareholders on Thursday, 14 March 2019.

The Circular will be distributed to dematerialised shareholders on Monday, 18 March 2019.

The Circular will be available in electronic form from the Company’s website
(http://www.bafokengplatinum.co.za/circulars.php) on Monday, 11 March 2019.

Shareholders in the United States will not receive the Circular and should contact the Company if they are “qualified
institutional buyers” (“QIBs”), as defined in Rule 144A under the U.S. Securities Act of 1933, as amended and would
like to receive it.


Johannesburg
5 March 2019

Corporate advisor and transaction sponsor                Legal advisor
Questco (Pty) Ltd                                        Bowmans

JSE sponsor                                              JSE debt sponsor
Merrill Lynch South Africa (Pty) Ltd                     Rand Merchant Bank (A division of
                                                         FirstRand Bank Limited)

International Legal Counsel
Davis Polk & Wardwell London LLP


For further information, please contact:

Lindiwe Montshiwagae
Executive: Investor Relations
Tel: +27 (0)10 590 4510
Email: lindiwe@bafokengplatinum.co.za

Date: 05/03/2019 07:15:00 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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