Press releases

Successful completion of over-subscribed rights offer

The Rights Offer closed at 12h00 on Friday, 11 April 2014, and the board of directors of RBPlat is pleased to announce that 99.7 per cent of the Rights Offer Shares were subscribed for. Furthermore, excess applications resulted in the Rights Offer being 4.47 times oversubscribed. As a result the full R800 million was successfully raised.

The results of the rights offer are set out in the table below:
  Number of rights
offer shares
Rand value % of rights offer
shares
Total shares available for subscription in terms of the Rights Offer (“Rights Offer Shares”) 14 545 455 R800 000 025 100.0%
Rights Offer Shares subscribed for 14 503 927 R797 715 985 99.7%
Applications received from holders of rights wishing to acquire Rights Offer Shares in addition to their Rights Offer entitlement 50 508 172 R2 777 949 470 347.3%
Total applications received 65 012 099 R3 575 665 455 447.0%

Following the issue of the rights offer shares, the number of RBPlat shares in issue is 191 918 221.

Issue and payment of rights offer shares

The Central Securities Depository Participant (“CSDP”) or broker accounts of dematerialised* RBPlat shareholders who have followed their rights in terms of the Rights Offer will be credited with their Rights Offer Shares and debited with any payments due on or about today, Monday, 14 April 2014.

Allocation of excess applications

A total of 41 528 Rights Offer Shares which were not taken up will be allotted to satisfy excess applications. Excess Rights Offer Shares will be allocated in an equitable manner, taking cognisance of the number of RBPlat shares held by each applicant prior to such allocation (including those taken up as a result of the Rights Offer) and the number of excess Rights Offer Shares for which application has been made.

The CSDP or broker accounts of dematerialised* RBPlat shareholders who have applied for excess Rights Offer Shares will be credited with the excess Rights Offer Shares allocated and debited with any payments due in respect of their excess applications allocated on or about Wednesday, 16 April 2014.

*As at 12h00 on Friday, 11 April 2014, all RBPlat shareholders held their shares in dematerialised form.

Johannesburg
14 April 2014

Corporate adviser and transaction sponsor
Questco

Financial adviser
Rand Merchant Bank (A division of FirstRand Bank Limited)

South African legal counsel
Bowman Gilfillan Inc.

International legal counsel
Davis Polk & Wardwell London LLP

This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively 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, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom 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, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

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