Published: Monday, 18 October 2010 12:22
RBPlat is pleased to advise that the company released its pre-listing statement today as it launched a private placement for shares. RBPlat intends listing on the Main Board of the JSE Limited from Monday, 8 November 2010.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN ROYAL BAFOKENG PLATINUM LIMITED (THE “COMPANY” OR “RBPLAT”). NEITHER THIS ANNOUNCEMENT NOR THE PUBLICATION IN WHICH IT IS CONTAINED IS FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN OR OTHER EXCLUDED TERRITORIES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR OTHER EXCLUDED TERRITORIES. THE SECURITIES OF RBPLAT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD WITHIN AUSTRALIA, CANADA OR JAPAN OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA 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 WILL 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. THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF RBPLAT.
Monday, 18 October 2010: Royal Bafokeng Platinum Limited (RBPlat) is pleased to advise that the company released its pre-listing statement today as it launched a private placement for shares. RBPlat intends listing on the Main Board of the JSE Limited from Monday, 8 November 2010 and will trade in the “Platinum and Precious Metals” sector, under the abbreviated name “RBPlat”, share code “RBP”. In its pre-listing statement, RBPlat indicates that the company is well-positioned to take advantage of current and future opportunities in the platinum group metals (PGMs) sector to maximise value for the company by:
An offer for subscription and sale has been made, subject to certain conditions, to institutional investors in South Africa and to selected institutional investors in other jurisdictions, and, by invitation, to management and employees of the company and BRPM, to whom the offer will specifically be addressed, of up to 44,766,456 ordinary shares having a par value of R0.01 each in the share capital of the company (assuming an offer price at the mid-point of the offer price range). The offer shares comprise 16,528,926 new ordinary shares having a par value of R0.01 each to be issued by the company and up to 28,237,530 issued ordinary shares to be sold by Rustenburg Platinum Mines Limited (a wholly-owned subsidiary of Anglo Platinum Limited) and Royal Bafokeng Platinum Holdings (Proprietary) Limited (a wholly-owned subsidiary of Royal Bafokeng Holdings (Proprietary) Limited (RBH), the selling shareholders, collectively comprising 27.28% of the total issued share capital at listing. A further 4,461,448 ordinary shares may be sold by the selling shareholders pursuant to a 30-day option which the selling shareholders intend to grant to the joint-global coordinators and the joint bookrunners for the offer for the purpose of covering short positions resulting from overallotments or from sales of offer shares at or before the end of the stabilisation period (being the period commencing on the date of listing and ending 30 days thereafter).
It is currently estimated that the price at which the offer shares will be offered for sale and subscription pursuant to the pre-listing statement will be between R56.00 and R65.00 per offer share. However, the offer price may be outside the offer price range.
The offer is subject to a minimum subscription as prescribed in the JSE’s Listings Requirements in order to meet the shareholder spread and free float requirements. There is no minimum capital requirement to be realised by the offer.
Subject to the fulfilment of the conditions to the offer as set out in the pre-listing statement, 164,089,430 fully paid RBPlat ordinary shares of a par value of R0.01 each (being the entire issued share capital of the company as at that date) will be listed.
RBPlat is well-placed to exploit its existing assets, develop future resources and reserves and aims to leverage its key competitive strengths to enhance its market position. These are:
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Note for editors: RBPlat is an independently operated and managed, black-empowered mid-tier PGMs producer whose current mining operations and planned expansion prospects are based on the Bushveld Igneous Complex in North West Province, South Africa, the largest source of PGMs in the world. The company’s key asset is a 67% stake in a joint venture between the company and Anglo Platinum, the world’s largest platinum producer, at the BRPM. RBPlat has the benefit of entrenched broad-based black economic empowerment (BEE) ownership by the Royal Bafokeng Nation (through its wholly-owned investment vehicle RBH). All of the BRPM joint venture’s mining and prospecting rights have been converted to “new order” rights as required under South African law. The mining plan for the BRPM joint venture currently focuses on the shallow Merensky Reef on the Boschkoppie property, with mine-approved plans for replacement of the Merensky Reef with the UG2 on Boschkoppie (as of 2014 commensurate with the depletion of Merensky reserves) and expansion to the Merensky Reef on the Styldrift property. Boschkoppie production is currently planned to be maintained between 2.3 and 2.4 million tonnes per annum (mtpa) until 2033, at which point production will begin to steadily decline to approximately 1.2 mtpa at the end of the currently-projected life of forecast. The company is developing a brownfield project on the neighbouring Styldrift farm which is contiguous to the Boschkoppie mine, involving a new mine development sunk to a depth of 740m. This development is expected to increase the company’s production to 430,000 tpm of milled ore, yielding up to 420,000 oz platinum-in-concentrate per annum. The Styldrift 1 project development has an expected nominal capital cost of R11.8 billion (R9.4 billion for mining infrastructure and R2.4 billion expansion of the concentrator) and is expected to achieve steady state production by 2017. BRPM concentrate is currently produced at a concentrator situated on the BRPM joint venture property operated by Royal Bafokeng Platinum Management Services (Proprietary) Limited, which has been contributed to the BRPM joint venture for the life of the joint venture by Anglo Platinum. The company has long-term offtake arrangements with Anglo Platinum for the company’s share of concentrate. The concentrator’s capacity will be increased by approximately 2.8 mtpa at a cost of approximately R2.4 billion to accommodate the additional production from the Styldrift 1 project.
DISCLAIMERS: 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 U.S. Securities Act of 1933, as amended (the “Securities 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 Securities 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”). 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, Rand Merchant Bank, a division of FirstRand Bank 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 of the Company’s securities on the main board of the securities exchange operated by the JSE Limited (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 the company 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.