ROYAL BAFOKENG PLATINUM LIMITED - Successful completion of over-subscribed Rights Offer and adjustment to the Conversion Price of Convertible Bonds

Successful completion of over-subscribed Rights Offer and adjustment to the Conversion Price of Convertible Bonds

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE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 OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES
FOR SALE OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER MAY BE
RESTRICTED. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE IN THE UNITED STATES AND ABSENT REGISTRATION MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, EXCEPT IN RELIANCE ON AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN THE
UNITED STATES.

SUCCESSFUL COMPLETION OF OVER-SUBSCRIBED RIGHTS OFFER AND ADJUSTMENT TO THE
CONVERSION PRICE OF THE CONVERTIBLE BONDS

Shareholders are referred to the circular distributed to shareholders dated 11 March 2019, and the announcements
released by the Company on SENS on 5 March 2019 and 11 March 2019, wherein the Company announced, inter
alia, its intention to raise up to R1 029 109 268 by way of a renounceable rights offer (the “Rights Offer”).

The Rights Offer closed at 12h00 on Friday, 29 March 2019, and the board of directors of RBPlat is pleased to
announce that 99.7% of the Rights Offer Shares were subscribed for. Furthermore, excess applications resulted in
the Rights Offer being 3 times subscribed. As a result, the full R1 029 109 268 was successfully raised.

The results of the Rights Offer are set out in the table below:

                                                      Number of Rights          Rand value     % of Rights Offer
                                                          Offer Shares                                    Shares

Total shares available for subscription in terms            46 777 694      R1 029 109 268                100.0%
of the Rights Offer (“Rights Offer Shares”)

Rights Offer Shares subscribed for                          46 617 012      R1 025 574 264                 99.7%

Applications received from holders of rights                91 218 694      R2 006 811 268                195.0%
wishing to acquire Rights Offer Shares in
addition to their Rights Offer entitlement

Total applications received                                137 835 706      R3 032 385 532                294.7%

Following the issue of the Rights Offer Shares, the number of RBPlat shares in issue is 257 277 317.

Issue of Rights Offer Shares

The Central Securities Depository Participant (“CSDP”) or broker accounts of dematerialised RBPlat shareholders
who have followed their rights in terms of the Rights Offer will be credited with their Rights Offer Shares and debited
with any payments due on or about today, Monday, 1 April 2019.

Share certificates relating to the Rights Offer Shares will be posted to certificated RBPlat shareholders on or about
Monday, 1 April 2019, by registered post at their own risk.

Impact on Convertible Bonds

Bondholders are referred to the listing document in respect of the RBPlat ZAR 1 200 000 000 7% senior unsecured
convertible registered bonds due in 2022 (“Convertible Bonds”) dated 4 April 2017 (“Listing Document”). The
Listing Document stipulates that upon the occurrence of certain events, including, inter alia, a Rights Offer at a price
that is less than 95% of the Current Market Price (as defined in the Listing Document), the conversion price of the
Convertible Bonds shall be adjusted accordingly. The initial conversion price was R42.9438 as announced in 2017.
As such, the adjusted conversion price, taking into account the Rights Offer, will be R40.7896. The calculation agent
to RBPlat in respect of the Convertible Bonds has confirmed the adjusted pricing.


Johannesburg
1 April 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: 01/04/2019 12:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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