U.S.$250,000,000 3.25 per cent. convertible bonds due 2022
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
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
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
U.S.$250,000,000 3.25 PER CENT. CONVERTIBLE BONDS DUE 2022
On 23 July 2019, Implats announced 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”).
Implats announced that, during the Invitation period, it had 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 understood were unable to submit Invitation Conversion
Notices prior to the Expiration Deadline for administrative reasons. Implats is pleased to
announce that such Bondholders have offered their Bonds for conversion and Implats has
accepted these Bonds for conversion in accordance with the Conditions and has agreed to pay
such Bondholders an amount equal to the Invitation Consideration in respect of such Bonds in
consideration of agreeing to convert their Bonds.
As U.S.$29,800,000 in aggregate principal amount of the Bonds in accordance with the
Indications of Interest have been accepted for conversion, 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.
Implats will make reasonable endeavors to accept for conversion the outstanding Bond on the
above terms if a Conversion Notice is received by the Agent in respect of such Bond prior to 5.00
p.m. (London time) on 31 July 2019 in accordance with the Conditions.
Immediately following conversion of the Bonds, as described above, 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 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, 64,204,365 Ordinary Shares are expected to be issued by Implats as a result of the
conversion of the Bonds, as described above, resulting in the total number of Ordinary Shares in
issue increasing to 798,982,743. As at the date hereof, Implats holds 16,233,994 Ordinary Shares
Morgan Stanley & Co. International plc acted as sole Dealer Manager in relation to the Invitation.
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
24 July 2019
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
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
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: 24/07/2019 08:00:00
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