Implats’ offer to acquire all the shares in Royal Bafokeng Platinum (RBPlat) offers a compelling strategic platform for realising future value
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Important information for US shareholders
The information contained herein and on the pages that follow relates to the securities of South African public companies and has been, or will be prepared, in accordance with South African law, the Companies Act and South African disclosure requirements, format and style, all of which differ from those in the United States.
The securities referred to herein and on the pages that follow to be issued pursuant to the offer have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States. The information contained herein and on the pages that follow does not constitute an offer to sell or solicitation of an offer to buy any of the shares in the United States. Further details of which US holders and other shareholders are eligible to receive the securities referred to herein and on the pages that follow, and the procedural steps required to be taken by such persons to so receive such shares, as well as the procedures for those US holders and other shareholders who do not so qualify to receive such shares, will be set forth in the offer documentation.
Neither the US Securities and Exchange Commission (SEC) nor any US state securities commission has approved or disapproved of the securities referred to herein and on the pages that follow to be issued in connection with the Offer, or determined if the information contained on the pages that follow is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The transaction referred to herein (the Offer) and on the pages that follow will be made to holders of the securities referred to herein who are in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (US Exchange Act), including Regulation 14E there under, and otherwise in accordance with the requirements of South African law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. The financial information contained on the pages that follow, including any included in the offer documentation, will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.
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Circular to RBPlat shareholders
17 January 2022
Market update with Moneyweb - SAfm: Listen to Implats’ Johan Theron talk about the offer.
Implats has made a firm intention offer at R150 a share to acquire all the shares it does not already hold in RBPlat
R90 in cash and 0.30 Implats shares for one RBPlat share being offered
80% premium to 30-day VWAP (based on 26 October 2021 closing RBPlat share price)
Implats’ acquisition of a majority stake in RBPlat offers compelling strategic, operational and financial benefits for all stakeholders
It secures a platform to create a significant Western Limb production base that enhances and entrenches the region’s position as the most significant source of global primary PGM production
This will better deliver tangible socio-economic benefits for the region and its communities, including employment security
It creates sustained benefits for the industries and stakeholders supported by mining activities in the greater-Rustenburg region
The offer provides a compelling value proposition by crystallising inherent equity value at an attractive premium, through the receipt of a combination of cash and high-quality, liquid Implats scrip
Delivery on Implats’ stated value-focused strategy to increase exposure to low-cost, shallow, mechanised assets, further positioning the Group to ensure a portfolio of high-value, sustainable and competitive operations through the cycle
Enhancing Implats’ ability to: