Equity capital raising for Styldrift I project
2. Use of proceeds
The proceeds from the Capital Raising will be used to fund a portion of the Company’s Styldrift I Project expenditure. The Styldrift I Project is an R11 billion project of which R2.5 billion has been funded to date. RBPlat has an obligation to fund 67% of the total project. It is intended that RBPlat’s remaining funding obligations pertaining to the Styldrift I Project and related BRPM project expenditure, will be funded through debt facilities and cash flow from operations.
3. Launch of the Bookbuild
RBPlat announces the launch of an offering of new ordinary shares (“Bookbuild Shares”) to raise up to R600 million.
The Bookbuild is offered to qualifying institutional investors only and is not an offer to the public. Qualifying institutional investors are referred to the announcement of the Company’s financial results for the year ended 31 December 2013, published on SENS earlier today.
The Bookbuild Shares will be issued under the Company’s existing general authority to issue shares for cash and related parties will not be able to participate in the Bookbuild. The Bookbuild is intended to diversify the RBPlat shareholder base and further increase its free float.
Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) are acting as joint bookrunners for the Bookbuild.
The book for the Bookbuild is open with immediate effect and is expected to close today Tuesday, 4 March 2014.
Pricing and allocations will be announced as soon as practicable following the closing of the book. Listing and trading of the Bookbuild Shares is expected to commence at 09h00 on Wednesday, 12 March 2014.
The Bookbuild and the Rights Offer are not inter-conditional. However, it is the Company’s intention that the Bookbuild Shares will, subject to the Rights Offer proceeding, be issued prior to the record date of the Rights Offer and will qualify to participate in the Rights Offer.
4. Rights Offer
As soon as practicable following completion of the Bookbuild, RBPlat intends to announce the terms of the Rights Offer.
The R900 million Rights Offer is intended to be offered at a price, to be determined, which will represent a discount to the theoretical ex-rights price of RBPlat shares that is in line with South African market precedent transactions.
Royal Bafokeng Holdings (Pty) Ltd (“RBH”), through its wholly-owned subsidiary, Royal Bafokeng Platinum Holdings (Pty) Ltd, and Rustenburg Platinum Mines Ltd (“RPM”) (a wholly-owned subsidiary of Anglo American Platinum Ltd), collectively hold 68.9% of RBPlat shares prior to the Bookbuild. RBH has irrevocably committed to follow all of its rights. RPM has confirmed in writing to the Company that it will follow its full Rights Offer entitlement.
The Rights Offer will be subject to certain customary conditions.
5. Cautionary announcement
RBPlat shareholders are advised to exercise caution when trading in their RBPlat shares until the pricing and the pro forma financial effects of the Rights Offer have been published.
4 March 2014
Joint bookrunner and financial adviser
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Joint bookrunner for the Bookbuild
Corporate adviser and transaction sponsor
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.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Bookbuild Shares in the United States.
Neither this announcement nor the Bookbuild 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).
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.
This announcement has been issued by and is the sole responsibility of RBPlat. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the joint bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the securities. Any investment decision to buy securities in the Bookbuild must be made solely on the basis of publicly available information which has not been independently verified by the joint bookrunners.
The joint bookrunners are acting for RBPlat, and no one else, in connection with the Bookbuild and will not be responsible to anyone other than RBPlat for providing the protections offered to clients of the joint bookrunners, nor for providing advice in relation to the Bookbuild.
In connection with the Bookbuild, the joint bookrunners and any of their respective affiliates, acting as investors for their own accounts, may purchase Bookbuild Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bookbuild Shares and other securities of the Company or related investments in connection with the Bookbuild or otherwise. Accordingly, references to the Bookbuild Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the joint bookrunners and any of their affiliates acting as investors for their own accounts. The joint bookrunners do 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.