Wrap Text
Invitation to holders
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
(“Implats” or the “Company”)
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW
INVITATION TO HOLDERS TO OFFER TO SELL UP TO ZAR 1.625 BN OF OUTSTANDING
ZAR 3,250,000,000 6.375 PER CENT CONVERTIBLE BONDS DUE 2022 ISSUED BY THE
COMPANY
Implats announced yesterday its invitation to the holders ("Bondholders") of its ZAR
3,250,000,000 6.375 per cent. convertible bonds due 2022 (the “Bonds”) to offer to sell their
Bonds to the Company, of up to ZAR 1,625,000,000 in aggregate principal amount of the Bonds,
which is 50 per cent. of ZAR 3,249,990,000, being the “Outstanding Principal Amount” of the
Bonds as at the date hereof (the "Invitation").
The Invitation is made upon the terms and subject to the conditions set forth in the invitation term
sheet dated 7 December 2020 (the “Invitation Term Sheet”). Implats would like to refer
Bondholders to its SENS announcement dated 7 December 2020 for further details on the
Invitation.
The Invitation is expected to expire at 5.00 p.m. (South African time) on 9 December 2020,
subject to the right of the Company, in its sole discretion, to extend, reopen, amend, waive any
condition of, or terminate the Invitation. This deadline is the latest time for instructions by
Bondholders to be received by the Dealer Manager.
Copies of the Invitation Term Sheet may be obtained from the Dealer Manager, whose contact
details are set out at the end of this announcement. Bondholders are requested to read the
Invitation Term Sheet in full before making any decision with respect to the Invitation.
Bondholders may wish to obtain independent professional advice before making any such
decision
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: Marco Guarino
Email: Marco.Guarino@morganstanley.com
Telephone: +44 20 7425-7057
Attention: Peter Murphy
Email: Peter.Murphy@morganstanley.com
Telephone: +44 20 7677-4292
IMPORTANT NOTICE IN RELATION TO THE INVITATION
This announcement does not constitute an invitation to participate in any jurisdiction in which, or to or from any person to or from whom,
it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement comes are required by each of the Company and the Dealer
Manager to inform themselves about, and to observe, any such restrictions.
United States
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an
offer to sell securities in the United States. The securities referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or pursuant to an exemption
from registration.
This announcement is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes,
but is not limited to, facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic communication.
Accordingly, copies of this announcement and any other documents or materials relating to the Invitation are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States, to U.S. persons or to persons located or resident in the United States and Bonds cannot be offered
for purchase in the Invitation by any such use, means, instruments or facilities or from within the United States or by persons located or
resident in the United States, as defined in Regulation S of the US Securities Act of 1933, as amended (the “Securities Act”). Persons
into whose possession this announcement, the Invitation or any document or other information referred to herein comes should inform
themselves about and observe any such restrictions. Failure to comply with these restrictions may result in a violation of applicable laws
and any purported offer of Bonds for purchase resulting directly or indirectly from a violation of these restrictions will be invalid and offers
of Bonds for purchase made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a nominee giving instructions from within the United States or a U.S. person will be invalid and will not be accepted.
This announcement is not an offer of securities for sale or an invitation to offer or sell securities in the United States. Securities may not
be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The
purpose of this announcement is limited to the Invitation and this announcement may not be sent or given to a person in the United States.
Each holder of Bonds participating in the Invitation will represent that it is not located in the United States and is not participating in the
Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not
giving an order to participate in the Invitation from the United States.
For the purposes of this and the above two paragraphs, “United States” means the United States of America, its territories and
possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement by the Company and any other documents or materials relating to the Invitation is not being
made, and this announcement and any such documents and/or materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement and
any such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may only be communicated to (1) persons in the United Kingdom who have professional
experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (2) persons who fall within Article 43(2) of the FPO; or (3) any other
persons to whom these documents and/or materials may otherwise lawfully be communicated. Any investment or investment activity to
which this announcement relates is available only to such persons or will be engaged in only with such persons and other persons should
not rely on it.
France
This announcement and any other offering material relating to an Invitation may be distributed in France only to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither this
announcement, nor any other such materials relating to the Invitation has been nor will be submitted for clearance to, nor approved by
the Autorité des Marchés Financiers.
Italy
None of the Invitation, this announcement, the Invitation Term Sheet or any other documents or materials relating to the Invitation have
been or will be submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (“CONSOB”) pursuant to
Italian laws and regulations. The Invitation is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-
bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers’ regulation”).
Accordingly, the Invitation is only addressed to holders of Bonds located in the Republic of Italy who are “qualified investors” (investitori
qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter
b) of the Issuers’ Regulation.
Holders or beneficial owners of the Bonds that are resident or located in Italy may offer their Bonds for purchase in the Invitation through
authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed
by CONSOB, the Bank of Italy or any other Italian authority. Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the Bonds or the Invitation.
South Africa
The communication of this announcement by the Company and any other documents or materials relating to the Invitation should not be
construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature under the South
African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended or re-enacted). The Invitation is not being made to
and does not constitute an “offer to the public” (as such term is defined in the South African Companies Act, 71 of 2008 (the “SA
Companies Act”) and is not, nor is it intended to constitute, a “registered prospectus” (as such term is defined in the SA Companies Act)
prepared and registered under the SA Companies Act.
General
This announcement does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Bonds, as applicable (and
offers of Bonds for purchase in the Invitation will not be accepted from Bondholders), in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed
broker or dealer and the Dealer Manager or its affiliates is such a licensed broker or dealer in such jurisdictions, the Invitation shall be
deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Company in such jurisdictions.
8 December 2020
Dealer Manager
Morgan Stanley & Co. International plc
Sponsor
Nedbank Corporate & Investment Banking
Date: 08-12-2020 12:00:00
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