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IMPALA PLATINUM HOLDINGS LIMITED - Results of invitation to holders to offer to convert outstanding US$250 000 000 3.25 per cent convertible bonds

Release Date: 23/07/2019 08:00
Code(s): IMP IMCB22     PDF:  
 
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Results of invitation to holders to offer to convert outstanding US$250 000 000 3.25 per cent convertible bonds

IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
ISIN: ZAE000083648
ADR code: IMPUY
JSE 2022 Convertible Bond ISIN: ZAE000247458
JSE 2022 Convertible Bond Code: IMCB22
FSE 2022 Convertible Bond ISIN: XS1623614572
FSE 2022 Convertible Bond Code: 162361457
(“Implats”)


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. NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS

RESULTS OF INVITATION TO HOLDERS TO OFFER TO CONVERT OUTSTANDING
U.S.$250,000,000 3.25 PER CENT. CONVERTIBLE BONDS DUE 2022


Implats announces, further to its announcements on 17 July 2019, 18 July 2019 and 22 July 2019,
the final results from its invitation (the “Invitation") to holders ("Bondholders") of its
U.S.$250,000,000 3.25 per cent. convertible bonds due 2022 (the "Bonds") to offer to exercise
their Conversion Rights as defined in, and in accordance with, the terms and conditions of the
Bonds (the "Conditions") in order to convert the Bonds into ordinary shares in Implats (the
"Ordinary Shares") and receive an Invitation Consideration.

Capitalized terms used but not otherwise defined in this announcement have the meaning
ascribed to them in the Invitation Term Sheet dated 17 July 2019, as amended on 18 July 2019
and 22 July 2019 (the “Invitation Term Sheet”).

Results of the Invitation

Following expiration of the Invitation at 5.00 p.m. (London time) on 22 July 2019, Implats had
received offers to convert in relation to U.S.$220,000,000 in principal amount of the Bonds.
Implats has decided to accept all such Bonds for conversion in accordance with the terms and
conditions set out in the Invitation Term Sheet.

During the Invitation period, Implats also received indications of interest from Bondholders
representing a further U.S.$29,800,000 in principal amount of the Bonds (“Indications of
Interest”), who Implats understands were unable to submit Invitation Conversion Notices prior to
the Expiration Deadline for administrative reasons. Implats intends to contact such Bondholders
or their representatives with the aim of accepting their Bonds for conversion in accordance with
the Conditions and paying such Bondholders an amount equal to the Invitation Consideration in
respect of such Bonds in consideration of agreeing to convert their Bonds.
If U.S.$249,800,000 in aggregate principal amount of the Bonds subject to the Indications of
Interest is accepted for conversion as part of this process, U.S.$249,800,000 in aggregate
principal amount of the Bonds (or 99.9 per cent. of the aggregate principal amount originally
issued) will be converted (when taking into consideration the Bonds subject to the Indications of
Interest and those Bonds converted pursuant to the Invitation).

Implats will make reasonable endeavors to accept for conversion any other outstanding Bonds
on the above terms if Conversion Notices are received by the Agent in respect of those Bonds
prior to 5.00 p.m. (London time) on 31 July 2019 in accordance with the Conditions.

Invitation Consideration of U.S.$30,069.48 will be paid to Bondholders for each U.S.$200,000 in
principal amount of the Bonds accepted for conversion by Implats pursuant to the Invitation,
comprising of:

    -   an Invitation Premium of U.S.$29,220.87 in respect of each U.S.$200,000 in principal
        amount of the Bonds, calculated as described in the Invitation Term Sheet; and

    -   an Accrued Interest Amount of U.S.$848.61 in respect of each U.S.$200,000 in principal
        amount of the Bonds, being the accrued but unpaid interest on such principal amount of
        Bonds from and including 7 June 2019 to but excluding the expected Invitation
        Consideration Payment Date.

Immediately following the conversion of the Bonds accepted for conversion pursuant to the
Invitation, U.S.$30,000,000 in principal amount of the Bonds (representing 12 per cent. of the
aggregate principal amount of the Bonds originally issued) is expected to remain outstanding. If
all Bonds in respect of which Indications of Interest have been made are also converted,
U.S.$200,000 (representing 0.1 per cent. of the aggregate principal amount of the Bonds
originally issued) is expected to remain outstanding. As, in either case, 15 per cent. or less of the
aggregate principal amount of the Bonds originally issued will remain outstanding, Implats may
elect to exercise its option to redeem any such Bonds in accordance with the Conditions. A
separate announcement will be made regarding any such redemption.

In total, 56,545,076 Ordinary Shares are expected to be issued by Implats as a result of the
conversion of the Bonds accepted for conversion pursuant to the Invitation, representing, on
issue, 7.15 per cent. of the issued ordinary shares of Implats post conversion of the Bonds and
resulting in the total number of Ordinary Shares in issue increasing to 791,323,454. In the event
that all Indications of Interest result in offers to convert the relevant Bonds, a further 7,659,289
Ordinary Shares are expected to be issued by Implats as a result of the conversion of these
Bonds accepted for conversion, resulting in the total number of Ordinary Shares in issue
increasing to 798,982,743. A further announcement will be made regarding the Indications of
Interest and resultant issue of ordinary shares. As at the date hereof, Implats holds 16,233,994
Ordinary Shares in treasury.

Settlement of the Invitation

Payment of the Invitation Consideration is expected to occur on 24 July 2019 and settlement of
the Ordinary Shares to be issued pursuant to the Invitation is expected to occur on 1 August
2019. Application will be made by Implats to the Johannesburg Stock Exchange ("JSE") for the
Ordinary Shares to be issued pursuant to the Invitation to be listed on the JSE and admitted to
trading on the main board of JSE's Equity Market with effect from the settlement date for the
Invitation. The new Ordinary Shares to be issued will rank pari passu with the existing Ordinary
Shares.

Morgan Stanley & Co. International plc acted as sole Dealer Manager in relation to the Invitation.
Dealer Manager
Morgan Stanley & Co. International

Conversion Agent and Payment Agent
The Bank of New York Mellon, London Branch

Financial Adviser to Implats
Macquarie Advisory and Capital Markets South Africa

Sponsor to Implats
Nedbank Corporate and Investment Banking


23 July 2019



                                       Further Information:

 Requests for information in relation to the terms of the Invitation should be directed to the
 Dealer Manager as follows:


                             Morgan Stanley & Co. International plc
                    25 Cabot Square Canary Wharf London, E14 4QA United
                                            Kingdom
                  Attention: Daniele Bonomo Telephone: 0044 (0) 20 7677 9487
                           Email: Daniele.bonomo@morganstanley.com
IMPORTANT NOTICE
THE DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY
EACH OF IMPLATS AND THE DEALER MANAGER AND THE BANK OF NEW YORK MELLON, LONDON
BRANCH (THE “AGENT”) TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR
A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS OR ANY OTHER SECURITIES.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND
INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE
RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT
INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR
CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL
ANY BOND.
NONE OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES
ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR IMPLATS’ PUBLICLY
AVAILABLE INFORMATION.
THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF IMPLATS AND NO ONE
ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER
OR THE AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE
DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE BONDS.

Date: 23/07/2019 08:00:00
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