Wrap Text
Harmony Launches an Offering of US$500 Million Guaranteed Senior Unsecured Convertible Bonds
Harmony Gold Mining Company Limited
Registration number 1950/038232/06
Incorporated in the Republic of South Africa
ISIN: ZAE000015228
JSE share code: HAR
(“Harmony”)
HARMONY LAUNCHES AN OFFERING OF
US$500 MILLION GUARANTEED SENIOR
UNSECURED CONVERTIBLE BONDS
Proceeds used to reduce cost of capital while optimising balance
sheet structure
NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933), OR IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION, OFFERS OR SALES, WOULD
BE PROHIBITED BY APPLICABLE LAW.
Johannesburg, Monday, 21 September 2026. Harmony Gold Mining
Company Limited (“Harmony”, the “Issuer” or the “Company”)
announces the launch of an offering of US$500 million guaranteed
senior unsecured convertible bonds due 2031 (the "Bonds") (the
"Offering"). Capitalised terms used in this announcement but not
defined have the meanings given to them in the terms and conditions
of the Bonds (the "Conditions").
The net proceeds from the convertible bond offering are intended
to be used for general corporate purposes.
"The Offering reflects a proactive and disciplined approach to
balance sheet management from a position of strength. It enhances
funding efficiency, diversifies our capital sources and optimises
our funding profile. Our capital programme remains fully funded,
and we remain confident in Harmony's ability to continue creating
long-term value for shareholders," said Beyers Nel, chief
executive officer of Harmony.
Payments in respect of the Bonds will be guaranteed by Harmony
Gold (Australia) Pty Limited, African Rainbow Minerals Gold
Limited, Avgold Limited, Chemwes Proprietary Limited, Golden Core
Trade and Invest Proprietary Limited, Freegold (Harmony)
Proprietary Limited, Randfontein Estates Limited, Harmony Copper
Limited, Harmony Moab Khotsong Operations Proprietary Limited, MAC
Copper Limited, Cobar Management Pty. Limited, Metals Acquisition
Corp. (Australia) Pty Ltd and Eva Copper Mine Pty Ltd (together,
the “Guarantors”).
Main terms of the Bonds
The Bonds will be issued at 100% of their principal amount
(i.e. US$200,000 per Bond). Unless previously redeemed, converted
or purchased and cancelled, the Bonds will be redeemed at their
principal amount on or around 29 September 2031. The Bonds are
expected to pay a coupon of between 1.500 % and 2.000 % per annum,
payable semi-annually in arrear in equal instalments on 29 March
and 29 September of each year and for the first time on 29 March
2027. The initial conversion price is expected to be set within a
premium range of 35.0% to 40.0% above the reference share price,
equal to the subscription price of the Delta Placement converted
into US$ using the USDZAR exchange rate at the time of pricing.
The conversion price will be subject to customary market-standard
adjustments, including certain dividend protection provisions, in
accordance with the Terms and Conditions of the Bonds.The Bonds
will, subject to any future adjustments, be convertible into
approximately 18.9m1 ordinary shares of the Issuer, which
represents approximately 2.9% of Issuer's current issued ordinary
share capital. Upon exercise of conversion rights by bondholders,
the Issuer will be able to elect, at its discretion, to deliver
the shares underlying the Bonds or to exercise its net share
settlement option to limit dilution. In case of exercise of the
net share settlement option, the value of the shares underlying
the Bonds will be delivered to bondholders by making a payment in
cash up to the principal amount of the Bonds and delivery of shares
representing the difference with the conversion value, calculated
daily over a 20 trading day period, and as further described in
the Conditions. The conversion period shall commence from the date
Calculated based on the close price of 18 September 2026 ZAR 319.71 ($19.61556) and assuming a 35.0% conversion premium
falling on the 41st business day after the Issue Date (as defined
below).
The Issuer will have the option to redeem all, but not some of the
Bonds at their principal amount (plus accrued but unpaid interest)
in accordance with the Conditions at any time (i) on or after 20
October 2029, if the Parity Value (as defined in the Conditions)
is equal to or exceeds US$300,000 for a specified period of time;
or (ii) if at any time 85% or more of the principal amount of the
Bonds originally issued have been converted and/or redeemed and/or
purchased and cancelled (all as more fully described in the
Conditions).
The Bonds may be redeemed at the option of each holder of the Bonds
at the principal amount (plus accrued but unpaid interest)
following the occurrence of a Change of Control or a De-Listing
Event (all as more fully described in the Conditions).
The Bonds will be offered by way of an accelerated bookbuild to
qualified investors only. The final terms of the Bonds are expected
to be announced after pricing which is expected later today, and
issue date is expected to be on or around 29 September 2026 (the
“Issue Date”). Application is expected to be made for the Bonds to
be admitted to trading on the Open Market (Freiverkehr) segment of
the Frankfurt Stock Exchange within 30 days following the Issue
Date.
In the context of the Offering, the Issuer, the Guarantors and
their respective subsidiaries will agree to a lock-up relating to
equity and equity-related securities for a period of 90 calendar
days from the Issue Date, subject to certain exceptions and waiver
by the Joint Global Coordinators.
The Bonds, the guarantee in respect thereof, the ordinary shares
into which the Bonds are convertible and other ordinary shares
referred to herein (together, the "Securities") have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state
or other jurisdiction of the United States, and may not be offered
or sold within the United States of America or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act ("Regulation S")) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer
of the Securities in the United States. The Bonds are being sold
to certain non-U.S. persons in offshore transactions outside the
United States of America in reliance on Regulation S. This
announcement does not constitute an offer to sell or the
solicitation of an offer to buy the Securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction which
such offer, solicitation or sale would be unlawful.
Citigroup and J.P. Morgan are acting as Joint Global Coordinators
and Joint Bookrunners for the Offering. ABSA Bank Limited,
FirstRand Bank Limited and Nedbank Limited are acting as Co-Lead
Managers for the Offering (together with the Joint Global
Coordinators and Joint Bookrunners, the "Joint Lead Managers").
Delta Placement
To facilitate hedging for certain subscribers of the Bonds, the
Joint Global Coordinators will, on behalf of certain subscribers
of the Bonds, organise a simultaneous limited placement of
existing ordinary shares (the "Delta Placement") to purchasers
procured by the Joint Global Coordinators. The placement price
for the short sales in the Delta Placement shall be determined
via an accelerated bookbuilding process that will be carried out
by the Joint Global Coordinators, but the Issuer will not
receive any proceeds from any sale of existing shares in
connection with the Delta Placement.
Prospectus
No prospectus pursuant to Regulation (EU) 2017/1129 or the
Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook (the “PRM”), nor any prospectus which complies with the
South African Companies Act, 2008 (as amended) (the "SA Companies
Act"), is required in respect of the Offering, and therefore, no
prospectus or similar document will be published in connection
with the Offering.
Contacts:
For further information, please contact:
Harmony’s Head of Investor Relations,
Jared Coetzer
Telephone: +27 (0)82 746 4120
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
any of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No action has been taken that would permit an Offering of the
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
Forward-looking statements
This announcement includes forward-looking statements. These
statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to,
whether the Issuer will offer the Bonds, the anticipated Conditions
of the Offering, whether the Issuer will be able to consummate the
Offering, the final terms of the Offering, the satisfaction of
customary closing Conditions with respect to the Offering,
prevailing market conditions, the anticipated use of the net
proceeds of the Offering and the impact of general economic,
industry or political conditions. Forward-looking statements may
be identified by the use of the words "may," "will," "expect,"
"intend," and other similar expressions. These forward–looking
statements are based on estimates and assumptions by the Issuer's
management that, although believed to be reasonable, are
inherently uncertain and subject to a number of risks. Actual
results may differ materially from those anticipated or predicted
by the Issuer's forward-looking statements. Prospective investors
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All forward-
looking statements are qualified in their entirety by this
cautionary statement, and the Issuer undertake no obligation to
revise or update this announcement to reflect events or
circumstances after the date hereof, except as required by
applicable law. Any forward-looking statements contained in this
announcement has not been reviewed or reported on by the Company’s
external auditors.
Disclaimers
This announcement may not be released, published or distributed,
directly or indirectly, in or into the United States of America,
Australia, Canada or Japan. 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.
No communication or information relating to the offering of the
Bonds may be distributed to the public in a country where a
registration or approval is required. No action has been or will
be taken in any country in which such registration or approval
would be required. The issuance by the Issuer or the subscription
of the Bonds may be subject to legal and regulatory restrictions
in certain jurisdictions; neither the Issuer and the Guarantors,
nor the Joint Lead Managers assume any liability in connection
with the breach by any person of such restrictions.
The distribution of this announcement in certain countries may
constitute a breach of applicable law.
The Joint Lead Managers are acting exclusively on behalf of the
Issuer and no-one else in connection with the offering. They will
not regard any other person as their respective client in relation
to the offering and will not be responsible to anyone other than
the Issuer for providing the same protections as to any of their
clients or to provide advice in connection with the offering, the
Bonds, the contents of this announcement or any other transaction,
arrangement or other matter described herein.
The information contained herein is not and is not intended to be
exhaustive. It is not advisable to rely on the information
contained herein or on its accuracy or completeness. The
information contained herein is subject to change by the Issuer
without prior notice. Each of the Issuer, the Joint Bookrunners
and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any statement contained
herein whether as a result of new information, future developments
or otherwise.
This announcement does not constitute a prospectus within the
meaning of Regulation (EU) 2017/1129, as amended (the “EU
Prospectus Regulation”) and the Public Offers and Admissions to
Trading Regulations 2024 (the “POATRs”) or the PRM. There will be
no public offering in any country in connection with the Bonds,
other than to qualified investors.
This announcement does not constitute a recommendation concerning
the issue of the Bonds. The value of the Bonds and the Shares of
the Issuer can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of the
Bonds for the person concerned. Any decision to purchase any of
the Bonds should only be made on the basis of an independent review
by a prospective investor of the Issuer’s publicly available
information.
Each prospective investor should proceed on the assumption that it
must bear the economic risk of an investment in the Bonds. None of
the Issuer, the Guarantors or the Joint Lead managers make any
representation as to (i) the suitability of the Bonds for any
particular investor, (ii) the appropriate accounting treatment and
potential tax consequences of investing in the Bonds or (iii) the
future performance of the Bonds either in absolute terms or
relative to competing investments.
UK and EEA Selling Restrictions and Deemed Investor
Representations
This announcement and the offering when made are only addressed
to, and directed in, Member States of the European Economic Area
(the “EEA”) (each, a “Member State”) and the United Kingdom, at
persons who are “Qualified Investors” within the meaning of the EU
Prospectus Regulation or the paragraph 15 of Schedule 1 to the
Public Offers and Admissions to Trading Regulations 2024, as
applicable (“Qualified Investors”). Each person in a Member State
or in the United Kingdom who initially acquires any Bonds or to
whom any offer of Bonds may be made and, to the extent applicable,
any funds on behalf of which such person is acquiring the Bonds
that are located in a Member State or in the United Kingdom will
be deemed to have represented, acknowledged and agreed that it is
a Qualified Investor.
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; (c) local implementing measures in the EEA; (d)
Regulation (EU) No 600/2014 as it forms part of United Kingdom
domestic law by virtue of the EUWA (“UK MiFIR”); and (e) the FCA
Handbook Product Intervention and Product Governance Sourcebook
(together, the “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 Bonds have been subject to a product approval process,
which has determined that: (i) the target market for the Bonds is
(a) in the EEA, eligible counterparties and professional clients
only, each as defined in MiFID II and (b) in the United Kingdom,
eligible counterparties (as defined in the FCA Handbook Conduct of
Business Sourcebook) and professional clients (as defined in UK
MiFIR); and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the
Bonds (a “distributor”) should take into consideration the
manufacturers’ target market assessment.
However, a distributor subject to Product Governance Requirements
is responsible for undertaking its own target market assessment in
respect of the Bonds (by either adopting or refining the
manufacturers’ target market assessment) and determining
appropriate distribution channels. The target market assessment is
without prejudice to the requirements of any contractual or legal
selling restrictions in relation to any offering of the Bonds. 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 UK MiFIR; 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 Bonds.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA or in the United
Kingdom. For these purposes, a retail investor means (a) in the
EEA, a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II and (b) in the United
Kingdom, a person who is neither: (i) a professional client, as
defined in point (8) of Article 2(1) of UK MiFIR; nor (ii) a
"qualified investor" as defined in paragraph 15 of Schedule 1 to
the Public Offers and Admissions to Trading Regulations 2024.
Consequently, no key information document required by Regulation
(EU) No 1286/2014, as amended (the “PRIIPs Regulation”) nor any
disclosure document required by the FCA Product Disclosure
Sourcebook ("DISC"), for offering or selling the Bonds or otherwise
making them available to retail investors in the EEA or in the
United Kingdom (as applicable) has been prepared and therefore
offering or selling the Bonds or otherwise making them available
to any retail investor in the EEA or in the United Kingdom may be
unlawful under the PRIIPs Regulation, DISC and the Consumer
Composite Investments (Designated Activities) Regulations 2024.
In the case of any securities being offered to a potential investor
in its capacity as a financial intermediary (as such term is used
in Article 5(1) of the Prospectus Regulation or the POATR or PRM,
as applicable), such financial intermediary will be deemed to have
represented and agreed that the securities acquired by it in the
offering have not been acquired on behalf of persons in a Member
State or the United Kingdom other than Qualified Investors or
persons in Member States or the United Kingdom for whom such
financial intermediary has authority to make decisions on a wholly
discretionary basis, nor have the securities been acquired with a
view to their offer or resale in a Member State or the United
Kingdom where this would result in a requirement for publication
by the Issuer, the Guarantors, the Joint Lead Managers or any other
bookrunner of a prospectus pursuant to Article 3 of the Prospectus
Regulation or the POATRs or the PRM, unless the prior written
consent of the Joint Bookrunners has been obtained to such offer
or resale.
United Kingdom
This announcement is addressed and directed only 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”) and qualified investors falling within
article 49(2)(a) to (d) of the Order, and (ii) to whom it may
otherwise lawfully be communicated (all such persons together
being referred to as “Relevant Persons”). The Bonds are intended
only for Relevant Persons and any invitation, offer or agreement
related to the subscription, tender, or acquisition of the Bonds
may be addressed and/or concluded only with Relevant Persons. All
persons other than Relevant Persons must abstain from using or
relying on this document and all information contained therein.
This announcement is not a prospectus which has been approved by
the Financial Conduct Authority or any other United Kingdom
regulatory authority for the purposes of the POATRs and the PRM.
United States of America
This announcement may not be released, published or distributed in
or into the United States of America (including its territories
and dependencies, any state of the United States of America and
the District of Columbia). This announcement does not constitute
an offer or a solicitation of an offer of securities in the United
States of America. The Bonds, the guarantee in respect thereof,
the ordinary shares into which the Bonds are convertible and other
ordinary shares referred to herein (together, the "Securities")
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state or other jurisdiction of the United States, and
may not be offered or sold within the United States of America or
to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer of the Securities in the
United States.
South Africa
No “offer to the public” (as such term is defined in the SA
Companies Act, in South Africa is being made in connection with
the issue of the Bonds or any securities and accordingly this
announcement does not, nor does it intend to, constitute a
‘‘registered prospectus’’, as contemplated in Chapter 4 of the SA
Companies Act. Accordingly, no prospectus has been filed with the
South African Companies and Intellectual Property Commission in
respect of the issue or Offering of the Bonds. Any issue or
Offering of the Bonds in South Africa constitutes an offer for the
subscription and sale of the Bonds in South Africa only to selected
investors who fall within the exemptions set out in section
96(1)(a) or (b) of the SA Companies Act and, accordingly, such
offer would not be considered to be an “offer to the public” for
the purposes of the SA Companies Act.
Secondary market sale and transfer of the Bonds to investors within
South Africa is permitted subject to compliance with applicable
laws, including the SA Companies Act, the Banks Act and South
African exchange control regulations.
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, 2012 (the “FAIS
Act”) and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction
in respect of the Bonds or the ordinary shares or in relation to
the business or future investments of the Issuer or 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. Neither the Issuer nor the Company is a financial services
provider licensed as such under the FAIS Act and the Issuer and/or
Company’s advisors are acting for the Issuer and/or Company (as
the case may be) only in respect of the transaction and none of
the Issuer, the Company, any of their respective advisors, any of
the joint lead managers or any of their respective affiliates, or
any person acting on behalf of the joint lead managers or any of
their respective affiliates, is giving or purporting to have given
any financial advice as contemplated in the FAIS Act to any
bondholder or investor.
Australia, Canada and Japan
The Bonds may not and will not be offered, sold or purchased in
Australia, Canada or Japan. The information contained herein does
not constitute nor does it form part of an offer of securities for
sale, or a request for an offer of purchase of securities, in
Australia, Canada or Japan.
This document is not a prospectus or other disclosure document for
the purposes of the Australian Corporations Act 2001 (Cth)
(Corporations Act) and does not contain all information that
prospective investors may require in order to make an informed
decision as to whether to proceed with an investment in the Bonds.
Without limiting the foregoing, the Offering is not available to
any person who is not a professional or sophisticated investor who
meet the requirements set out in sections 708(8), (10) or (11) of
the Corporations Act and is not suitable for, and is not directed
at or made to, any person who does not meet these requirements or
any “retail client” as defined in section 761G of the Corporations
Act.
Date: 21/09/2026 05:06:00
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