Royal Bafokeng Platinum announces the suspension of its intended float
RBPlat holds a 67% interest in Bafokeng Rasimone Platinum Mine (“BRPM”), a joint venture established in 2002 between RBPlat’s wholly-owned subsidiary, Royal Bafokeng Resources (Proprietary) Limited and Rustenburg Platinum Mines Limited, a wholly-owned subsidiary of Anglo Platinum Limited (“Anglo Platinum”), which owns the remaining 33% of BRPM.
RBPlat has received notification from its shareholders, being RBH and Anglo Platinum (the “Shareholders”), that subsequent to the above announcement the Shareholders have received a conditional non-binding offer to acquire 100% of BRPM (the “Offer”). The Offer is unsolicited and is subject to a number of pre-conditions, which include RBPlat Shareholder approval, completion of a satisfactory confirmatory due diligence and a number of regulatory and other approvals. The RBPlat Board has taken the decision to put the intended listing process on hold in order to allow the Shareholders an appropriate period to evaluate the Offer. There can be no certainty that these discussions will lead to a transaction.
A further announcement will be made in due course.
For further enquiries, please contact:
Royal Bafokeng Platinum (Proprietary) Limited
Lindiwe Montshiwagae, Investor Relations Manager
Tel: +27 (0)11 530 8056
Mobile: +27 (0)82 920 7803
This announcement does not constitute an offer of securities for sale or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Act”), or under the securities legislation of any state or territory or jurisdiction of the United States or any other jurisdiction and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and in compliance with any applicable securities laws of any states or other jurisdiction of the United States. There will be no public offering in the United States. Any proposed listing and distribution of this document and other information in connection with a potential listing 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.
This announcement does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.
This announcement does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares to the public as defined in the South African Companies Act, No. 61 of 1973 (as amended or otherwise) (“the Act”) and must not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of Chapter VI of the Act.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth, strategies and the interactive learning technology business. Forward-looking statements speak only as of the date they are made.
The Company disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
None of Macquarie First South Advisers (Proprietary) Limited, Morgan Stanley & Co. International plc, Nedbank Capital, a division of Nedbank Limited, RMB or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Morgan Stanley & Co. International plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Royal Bafokeng Platinum Limited and no-one else in connection with the Listing. They will not regard any other person as their respective clients in relation to the Listing and will not be responsible to anyone other than Royal Bafokeng Platinum Limited for providing the protections afforded to their respective clients, nor for providing advice in relation to the Listing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Morgan Stanley may participate in the offering in a proprietary basis and for the account of customers.
To the extent that any offer of the Company’s securities is made prior to the listing (which the Company intends implementing by way of a private placement and not a public offer), RMB (or persons acting on behalf of RMB) may over-allot securities or effect other transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail in the open market. However, there is no assurance that RMB (or persons acting on behalf of RMB) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of such private placement of the securities is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Listing or the relevant sale or issue date. Any stabilisation action or over-allotment must be conducted by RMB (or person(s) acting on behalf of RMB) in accordance with all applicable laws and rules.