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ROYAL BAFOKENG PLATINUM LIMITED - Launch of Accelerated Offering of up to 9,791,823 million shares

Release Date: 26/09/2018 17:42
Code(s): RBP RBPCB     PDF:  
Wrap Text
Launch of Accelerated Offering of up to 9,791,823 million shares

ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
Company code: RBPD
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN
OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. PLEASE SEE THE DISCLAIMER AT THE END OF THIS ANNOUNCEMENT.

LAUNCH OF ACCELERATED OFFERING OF UP TO 9,791,823 SHARES
1. Introduction

Shareholders of RBPlat are referred to the terms announcement released by the
Company on the Stock Exchange News Service of the JSE Limited (“SENS”) on 5 July
2018 in terms of which shareholders were advised that RBPlat, through its wholly-
owned subsidiary, Royal Bafokeng Resources Proprietary Limited (“RBR”), had
concluded a sale and purchase agreement with Rustenburg Platinum Mines Limited
(“RPM”), a wholly-owned subsidiary of Anglo Platinum Limited, pursuant to which the
Company will, subject to fulfilment and/or, waiver (to the extent legally
permissible), of certain conditions precedent, acquire the balance of the 33%
interest in the Bafokeng Rasimone Platinum Mine Joint Venture (“BRPM JV”), from
RPM, for an aggregate consideration equal to R1.863 billion (the “Acquisition”).

2. Accelerated offering

RBPlat hereby announces the launch of an accelerated offering of up to 9,791,823
RBPlat shares (“Placing Shares”)(the “Placing”) constituting approximately 5% of
its issued share capital, subject to the satisfaction of certain conditions,
through a bookbuilding process (the “Bookbuild”) to be carried out by Merrill Lynch
International (“BofA Merrill Lynch”) acting as sole global coordinator and
bookrunner in relation to the Placing.

3. Use of proceeds

The proceeds from the Placing       will   be    used   to   part-settle   the   purchase
consideration of the Acquisition.

4. Launch of the Bookbuild

The Placing Shares will be issued under the Company’s general authority to issue
shares for cash, as passed at its annual general meeting held on 10 April 2018. The
Placing Shares will be offered to qualifying investors only (see disclosure below
for further details), and the Placing does not and will not constitute, nor is it
intended to constitute, an offer to the public in any jurisdiction to purchase or
subscribe for any Placing Shares.

The book will open with immediate effect and the Bookbuild is expected to close as
soon as possible thereafter. The number and pricing of the Placing Shares will be
announced as soon as practicable following the closing of the book.

The Placing Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of the Company, including
the right to receive all dividends and other distributions declared in respect of
such ordinary shares after the date of issue of the Placing Shares. RBPlat will
apply for admission of the Placing Shares to trade on the Main Board of the JSE
Limited (“JSE”). Listing and trading of the Placing Shares on the JSE is expected
to commence at 09:00 (South African time) three business days after the close of
the Bookbuild and making of allocations, subject to the JSE’s approval.

Under the placing agreement entered into between RBPlat and BofA Merrill Lynch (the
“Placing Agreement”), RBPlat and its subsidiaries will not, subject to customary
exceptions relating to employee share participation and similar arrangements,
issue any further ordinary shares for a period of 120 days from the closing date of
the Placing, without the prior consent of BofA Merrill Lynch.

The Placing is conditional, inter alia, upon admission of the Placing Shares to the
JSE list and to trading on the Main Board of the JSE becoming effective. BofA
Merrill   Lynch  may   terminate  the  Placing   Agreement  in   certain  customary
circumstances, including if any of the conditions is not satisfied or if specified
material adverse changes occur.


Information on RBPlat, including its most recent financial results and operational
update, can be found on its website at www.bafokengplatinum.co.za.

Johannesburg
26 September 2018

JSE Sponsor to RBPlat
Merrill Lynch South Africa (Pty) Ltd


JSE Debt Sponsor to RBPlat
RMB (a division of FirstRand Bank Limited)

Sole Global Coordinator and Bookrunner
BofA Merrill Lynch

Legal counsel to RBPlat
Davis Polk & Wardwell London LLP
Bowman Gilfillan Inc.


Legal counsel to BofA Merrill Lynch
Baker McKenzie
Corporate Advisor to RBPlat
Questco (Pty) Ltd

For further information, please contact:
Lindiwe Montshiwagae:
Executive Investor Relations                     Tel: +27 (0) 10 590 4510
lindiwe@bafokengplatinum.co.za                   Tel: +27 (0) 82 920 7803

BofA Merrill Lynch
Justin Bothner                                   Tel: +27 (0) 11 305 5806
Eugene Govender                                  Tel: +27 (0) 11 305 5814



Disclaimer
The contents of this announcement      have   been   prepared   by   and   are   the   sole
responsibility of the Company.

The information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed by any person
for any purpose on the information contained in this announcement or its accuracy,
fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly,
in or into the United States.      The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should inform themselves
about and observe any such restriction.       Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation
of an offer to buy, Placing Shares or any ordinary shares or other securities in
the Company to any person in the United States, Australia, Canada or Japan or in
any other jurisdiction.   The Placing Shares referred to herein may not be offered
or sold in the United States unless registered under the US Securities Act of 1933
(the “Securities Act”) or in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act.     The offer and sale of Placing
Shares referred to herein has not been and will not be registered under the
Securities Act or under the applicable securities laws of Australia, Canada or
Japan. The Placing Shares referred to herein will not be offered within the United
States and, subject to certain exceptions, may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada or Japan.      There will be no public offer of the
Placing Shares in the United States, Australia, Canada or Japan or elsewhere.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member
State”), this announcement and any offer if made subsequently is directed only at
persons who are “qualified investors” within the meaning of the Prospectus
Directive (“Qualified Investors”). For these purposes, the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member
State.    In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall
within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise
lawfully be communicated, and any investment activity to which it relates will only
be engaged in with such persons and it should not be relied on by anyone other than
such persons.

Neither this announcement nor the Placing constitutes or is intended to constitute
an offer to the public in South Africa in terms of the South African Companies Act
71 of 2008 (as amended) (the “South African Companies Act"). In South Africa this
announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available
only to, and will be engaged in only with, persons in South Africa who (i) fall
within the categories of persons set out in section 96(1)(a) of the South African
Companies Act or (ii) who are persons who subscribe, as principal, for Placing
Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b)
of the South African Companies Act, in each case to whom the Placing is
specifically addressed.

This announcement may include statements that are, or may be deemed to be,
“forward-looking statements”.  These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms “believes”,
“estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”,
“will” or “should” or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans, objectives, goals,
future events or intentions.   Forward-looking statements may and often do differ
materially from actual results.      Any forward-looking statements reflect the
Company’s current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions relating
to the Group’s business, results of operations, financial position, liquidity,
prospects, growth or strategies.  Forward-looking statements speak only as of the
date they are made.

Each of the Company, BofA Merrill Lynch, and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any forward
looking statement contained in this announcement whether as a result of new
information, future developments or otherwise.

This announcement does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an investment in Placing
Shares.   Any purchase of Placing Shares in the proposed Placing should be made
solely on the basis of publicly available information disclosed by the Company in
connection with the Placing and otherwise.         Such information has not been
independently verified by BofA Merrill Lynch or any of its affiliates.

The date of admission may be influenced by things such as market conditions. There
is no guarantee that Admission will occur and you should not base your financial
decisions on the Company’s intentions in relation to Admission at this stage.
Acquiring investments to which this announcement relates may expose an investor to
a significant risk of losing all of the amount invested.       Persons considering
making such investments should consult an authorised person specialising in
advising on such investments.         This announcement   does not constitute a
recommendation concerning the Placing. The value of shares can decrease as well as
increase.   Potential investors should consult a professional advisor as to the
suitability of the Placing for the person concerned.

BofA Merrill Lynch is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for the Company and no-one else in connection with
the Placing. It will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice in relation to
the Placing, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.

The information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be
construed as an express or implied recommendation, guide or proposal that any
particular transaction in respect of the Placing Shares or in relation to the
business or future investments of the Company is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting the canvassing
for, or marketing or advertising of, financial services in South Africa.

In connection with the Placing, BofA Merrill Lynch and any of its affiliates may
take up a portion of the Placing Shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for their own accounts
such Ordinary Shares and other securities of the Company or related investments in
connection with the Placing or otherwise.    Accordingly, references to the Placing
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, BofA Merrill Lynch and any of its affiliates acting in such
capacity. In addition BofA Merrill Lynch and any of its affiliates may enter into
financing arrangements (including swaps or contracts for differences) with
investors in connection with which BofA Merrill Lynch and any of its affiliates may
from time to time acquire, hold or dispose of Placing Shares. BofA Merrill Lynch
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

None of BofA Merrill Lynch or any of its directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for any
loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
Information to Distributors

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any “manufacturer” (for the
purposes of the Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process, which
has determined that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID II
(the “Target Market Assessment”). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of such
an investment and who have sufficient resources to be able to bear any losses that
may result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, BofA Merrill Lynch will only procure investors who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate distribution channels.

Date: 26/09/2018 05:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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