ROYAL BAFOKENG PLATINUM LIMITED - Northam unsolicited approach, cancellation of general meeting and cautionary announcement

Northam unsolicited approach, cancellation of general meeting and cautionary announcement

ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
(“RBPlat” or the “Company”)

UNSOLICITED APPROACH RECEIVED FROM NORTHAM PLATINUM HOLDINGS LIMITED (“NORTHAM”)
EXPRESSING AN INTEREST TO ACQUIRE ALL OR A PORTION OF THE ISSUED SHARES OF RBPLAT, WITHDRAWAL
OF NORTHAM’S REQUISITION NOTICE FOR TWO BOARD APPOINTMENTS IN RBPLAT AND CAUTIONARY
ANNOUNCEMENT


NORTHAM UNSOLICITED APPROACH

The independent board of the Company (“Independent Board”) constituted in terms of Regulation 108 of
the Companies Regulations, 2011 (the “Companies Regulations”) has received an unsolicited approach
from Northam Platinum Holdings Limited (“Northam”), dated 8 December 2021, regarding its interest to
acquire all or a portion of the voting securities of RBPlat (“Northam Unsolicited Approach”). The Northam
Unsolicited Approach does not contain any details as regards the timing or the commercial and financial
terms of a possible offer. The Independent Board will deliberate on the Northam Unsolicited Approach and
the requests contained therein, which include a request for Northam to perform due diligence on the
Company on the same basis as the due diligence performed by Impala Platinum Holdings Limited
(“Implats”), and will make an appropriate determination relating thereto consistent with its duties under
applicable laws to act in the best interests of all the shareholders of RBPlat. Where appropriate, a relevant
announcement will be made.


Northam and RBPlat have previously been in discussions with regard to a possible offer, which ceased
following the Independent Board’s rejection of a Non-Binding Offer Letter (dated 11 October 2021) and
specifically the proposed offer terms set out therein. Northam subsequently announced the acquisition of
RBPlat shares directly from Royal Bafokeng Holdings Proprietary Limited on 9 November 2021. The Northam
Unsolicited Approach also follows submissions that the Independent Board separately made to the
Takeover Regulation Panel (“TRP”) regarding the possible trigger of a mandatory offer in terms of Section
123 of the Companies Act, 2008 (as amended) by Northam arising from its various announced dealings in
RBPlat voting securities. Engagement with the TRP with regard to this process is still ongoing and
shareholders will be kept appraised of developments when appropriate.


WITHDRAWAL OF NORTHAM’S REQUISITION NOTICE AND CANCELLATION OF GENERAL MEETING

Shareholders are referred to the SENS announcements published by the Company on 25 November 2021
and 8 December 2021 and are further advised that Northam has now informed the board of directors of
RBPlat (“RBPlat Board”) that it is withdrawing its requisition notice for the RBPlat Board to convene a General
Meeting of RBPlat shareholders to consider the appointment to the RBPlat Board of its nominees, being Mr
Paul Anthony Dunne (its CEO) and Ms Aletta Helena Coetzee (its CFO). The effect of this withdrawal will
result in the cancellation of the General Meeting of RBPlat shareholders which was convened by the RBPlat
Board in terms of the Notice of General Meeting dated 8 December 2021, in compliance with the
requisition notice issued by Northam in its capacity as a material shareholder in the Company.


IMPLATS FIRM INTENTION ANNOUNCEMENT

Shareholders are also reminded of the Firm Intention Announcement made by Implats dated 29 November
2021 regarding its intention to make an offer to acquire all or some of the voting securities of RBPlat,
together with the Response Announcement of the Independent Board dated 29 November 2021. The
Independent Board anticipates that Implats will post its offer circular in the near future. Shareholders will be
kept appraised of developments in this regard.
CAUTIONARY ANNOUNCEMENT

Accordingly, shareholders are urged to exercise caution in dealing in RBPlat voting securities pending
further announcements.


RESPONSIBILITY STATEMENT

The Independent Board, individually and collectively, accepts responsibility for the accuracy of the
information contained in this announcement, which relates to RBPlat and has placed reliance on the
information pertaining to Implats as presented by Implats in the Firm Intention Announcement. To the best
of the Independent Board’s knowledge and belief, the information contained in this announcement is true
and nothing has been omitted which is likely to affect the importance of such information



Johannesburg

09 December 2021

Lead Corporate & Financial Advisor and Transaction Sponsor to RBPlat
Questco Proprietary Limited


Financial Advisor and JSE Sponsor to RBPlat
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities


Legal Advisor to RBPlat
Bowman Gilfillan Inc.


Queries:


Lindiwe Montshiwagae

Email: lindiwe@bafokengplatinum.co.za

Tel: +27 (0)10 590 4510

M: + 27 (0) 82 920 7803


Thandeka Mthembu

Email: thandekam@bafokengplatinum.co.za

Tel: +27 (0) 10 590 4510

M: +27 (0) 72 674 9601

Date: 09-12-2021 12:10:00
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