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Update on the Category 2 transaction announcement: Acquisition of North American Palladium Limited
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
UPDATE ON THE CATEGORY 2 TRANSACTION ANNOUNCEMENT: ACQUISITION OF
NORTH AMERICAN PALLADIUM LIMITED
Shareholders are referred to the announcement released on SENS on 7 October 2019 (the
"Announcement") relating to the acquisition by Impala Platinum Holdings Limited of 100% of
the outstanding shares in North American Palladium Limited (TSX: PDL, OTC: PALDF) for cash
consideration of C$1,008 million (US$758 million1 or R11,396 million1).
Capitalized terms used but not otherwise defined in this announcement have the meaning
ascribed to them in the Announcement.
1. Transaction implementation
Implats is pleased to advise shareholders that the following conditions precedent to the
Arrangement Agreement have been fulfilled:
(i) regulatory conditions precedent, which include merger notification and any subsequent
approval by the Canadian and German competition authorities, to the extent required;
and
(ii) exchange control approval from the South African Reserve Bank in terms of the
Exchange Control Regulations of South Africa.
The Transaction remains subject to the fulfilment of the following conditions precedent,
namely:
(i) adoption of the Plan of Arrangement resolution by two thirds of the shareholders of
NAP present at a meeting of the shareholders;
(ii) court approval of the Ontario Superior Court of Justice having been obtained in relation
to the Plan of Arrangement;
(iii) all representations and warranties given by NAP, BidCo and Implats remaining true and
correct on the Effective Date; and
(iv) no material adverse event having occurred on or before the Effective Date.
2. Plan of Arrangement Process
The special meeting of the NAP shareholders to vote on the Plan of Arrangement has been
scheduled for Wednesday, 4 December 2019 ("Shareholder Approval"). Thereafter, the
Plan of Arrangement will be submitted to the Ontario Superior Court of Justice for approval
on Monday, 9 December 2019.
3. Update on financing
The Bridge Facility was signed on Friday, 1 November 2019 with Morgan Stanley Senior
Funding, Inc., Nedbank Limited (acting through its London Branch), RMB International
(Mauritius) Ltd and The Standard Bank of South Africa Limited (acting through its Isle of
Man Branch) and is in place to be drawn down by Bidco, subject to, inter alia, the
Shareholder Approval and court approval in relation to the Plan of Arrangement having
been obtained.
4. Closing Date
If the aforementioned approvals are obtained and the remaining conditions precedent are
fulfilled, the Transaction is expected to complete on or about Friday, 13 December 2019.
5. Additional information
A further announcement will be made in respect of the fulfilment of the remaining conditions
precedent and/or closing of the Transaction in due course.
Sandton, Johannesburg
Tuesday, 26 November 2019
South African & Canadian Financial Advisors to Implats
Macquarie Advisory and Capital Markets South Africa Proprietary Limited
Macquarie Capital Markets Canada Limited.
South African, U.K., U.S., Canadian & German Legal Advisors to Implats
Baker McKenzie
Sponsor to Implats
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Queries:
Johan Theron
E-mail: johan.theron@implats.co.za
T: +27 (0) 11 731 9013/43
M: +27 (0) 82 809 0166
Emma Townshend
E-mail: emma.townshend@implats.co.za
T: +27 (0) 21 794 8345
M: +27 (0) 82 415 3770
Alice Lourens
E-mail: alice.lourens@implats.co.za
T: +27 (0) 11 731 9033/43
M: +27 (0) 82 498 3608
Notes
1. Assumes USD:CAD of 1.33 and USD:ZAR of 15.03 as at 4 October 2019. Based on 58.8 million NAP
common shares in issue and 1.3 million in-the-money options.
Forward-Looking Statements
This announcement contains "forward-looking statements" within the meaning of the securities
laws of certain jurisdictions. Forward-looking statements can be identified by words like "may,"
"will," "likely," "should," "expect," "anticipate," "future," "plan," "believe," "intend," "goal," "seek,"
"estimate," "project," "continue" and similar expressions. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on our current
beliefs, expectations and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial condition may differ materially from
those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. The forward-looking statements included in this announcement are
made only as of the date of this announcement, and except as otherwise required by law, we do
not have any obligation to publicly update or revise any forward-looking statements to reflect
subsequent events or circumstances.
Forward-looking statements in this announcement include, but are not limited to: statements with
respect to the completion of the Transaction and the timing for its completion; the satisfaction of
conditions precedent which include, without limitation the conditions referred to in paragraph 1
above, including compliance by Implats and NAP with various covenants contained in the
Arrangement Agreement; statements with respect to the effect of the Transaction on Implats and
its strategy going forward; statements with respect to the anticipated benefits associated with the
acquisition of NAP; and NAP’s financial outlook for estimated net and gross revenues from the
sale of palladium for fiscal 2020.
Forward-looking statements are based on certain assumptions regarding Implats and NAP,
including the completion of the Transaction, anticipated benefits from the Transaction, and
expected growth, results of operations, performance, industry trends and growth opportunities.
While Implats and NAP consider these assumptions to be reasonable, based on information
currently available, they may prove to be incorrect. Readers are cautioned not to place undue
reliance on forward-looking statements.
The factors and assumptions contained in this news release, which may prove to be incorrect,
include, but are not limited to: the completion of the Transaction on the terms detailed above; NAP
will be able to continue normal business operations at Lac des Iles Mine; palladium prices and
exchange rates between the Canadian and United States dollar will be consistent with NAP's
expectations; there will be no significant disruptions affecting operations; and that prices for key
mining and construction supplies, including labour, will remain consistent with NAP's
expectations. The forward-looking statements are not guarantees of future performance.
The assumptions of Implats and NAP, although considered reasonable by them at the time of
preparation, may prove to be incorrect. In addition, forward-looking statements necessarily involve
known and unknown risks, including, without limitation, risks associated with general economic
conditions; adverse industry events; future legislative, tax and regulatory developments; inability
to access sufficient capital from internal and external sources, and/or inability to access sufficient
capital on favourable terms; the ability of NAP to implement its business strategies; competition;
currency and interest rate fluctuations and other risks. Among other things, there can be no
assurance that the Transaction will be completed or that the anticipated benefits from the
Transaction will be achieved.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not
to place undue reliance on forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will occur. Such information,
although considered reasonable by management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this announcement are expressly qualified by this
cautionary statement and reflect our expectations as of the date hereof, and thus are subject to
change thereafter.
Notice to U.S. Holders. Both Implats and NAP have been formed outside of the United States.
The Transaction will be subject to disclosure requirements of Canada that are different from those
of the United States. Financial statements included in the documents, if any, will be prepared in
accordance with Canadian accounting standards and may not be comparable to the financial
statements of United States companies. It may be difficult for a securityholder in the United States
to enforce his/her/its rights and any claim a securityholder may have arising under U.S. federal
securities laws, since the companies are located in Canada, and some or all of their officers or
directors may be residents of Canada or another country outside of the United States. A
securityholder may not be able to sue a Canadian company or its officers or directors in a court
in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may
be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's
judgment.
Date: 26-11-2019 01:35:00
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