Implats has, on 26 November 2021, communicated to the independent board of directors of Royal Bafokeng Platinum Limited (RBPlat), Implats’ firm intention to make a general offer to the holders of issued ordinary shares of RBPlat (RBPlat Shareholders) for Implats to acquire all the issued ordinary shares of RBPlat, other than treasury shares, that it does not already hold (RBPlat Shares).
Regulation Panel (TRP) has permitted Implats to approach) to acquire RBPlat Shares constituting approximately 24.52% of the RBPlat Shares in issue.
RATIONALE FOR THE OFFER
RBPlat is a mid-sized PGM producer with mining and concentrating operations contiguous to Implats’ Impala Rustenburg portfolio on the Western Limb of the Bushveld Igneous Complex in South Africa. Its mineral reserve inventory is notable due to its size and quality, with a mechanised, Merensky-rich orebody, aligned to robust future demand for platinum, nickel and copper.
Implats’ acquisition of RBPlat offers compelling strategic, operational and financial benefits for all stakeholders through securing a significant Western Limb production base that enhances and entrenches the region’s position as the most significant source of global primary PGM production.
A sizeable and sustainable Western Limb operation will deliver tangible socio-economic benefits for the region and its communities, including employment security and through sustained indirect benefits for the various industries and stakeholders supported by mining activities in the greater-Rustenburg region.
For RBPlat Shareholders, the Offer provides a compelling value proposition crystallising inherent equity value at an attractive premium, through the receipt of a combination of cash and high quality and liquid scrip in a companywhich offers:
- exposure to a global portfolio, comprising operating PGM assets, projects, and a toll refining business, which is well-positioned to capture the benefits of the full PGM value chain through integrated processing facilities, including wholly-owned smelters, as well as base and precious metal refineries;
- the opportunity to benefit from regionally diverse production growth across shallow, mechanised operations on the Eastern Limb of the Bushveld Complex, Canada and Zimbabwe and the planned expansion of installed processing capacity across the Group;
- the best position to deliver future operational benefits of significant, unique regional synergies presented by these contiguous operations, given its comprehensive experience of the ore body and its ability to leverage cost effective opportunities for future growth; and
- an attractive and sustainable dividend yield underpinned by clear and capital allocation priorities and a strong and flexible balance sheet.
Further, the Offer will enhance Implats’ ability to:
- deploy its significant, scale, relevance, mineral resource base and technical capabilities to further grow and optimise value delivery of its asset portfolio;
- progress enhanced regional socio-economic stability, sustainability, and shared value delivery;
- enhance strategic optionality to significantly extend life of mine production profiles, which will enhance job security and socio-economic benefits to all concerned stakeholders; and
- increase its ability to further pursue substantial, unique regional synergies in the fullness of time through broader collaboration and/or the logical combination of complementary assets and shared infrastructure.
CATEGORISATION FOR IMPLATS
The Offer, if implemented in full, is categorised as a category 2 transaction for Implats in terms of the JSE Listings Requirements, and accordingly Implats shareholder approval is not required. Should RBPlat become a subsidiary of Implats as a result of the Offer, Implats will ensure that the provisions of RBPlat’s memorandum of incorporation do not frustrate Implats in any way from compliance with its obligations in terms of the JSE Listings Requirements.
FINANCIAL INFORMATION OF RBPLAT
- The value of the net assets as at 30 June 2021 and the profit attributable to the net assets of RBPlat for the six month period ended 30 June 2021 are R24 275.5 million and R4 739 million, respectively.
- The RBPlat Financial Information in this announcement has been extracted from RBPlat’s reviewed results for the interim period ended 30 June 2021 (RBPlat Results), which were prepared in terms of International Financial Reporting Standards.
- The TRP has given approval that the relevant pro forma financial information to be made available to RBPlat Shareholders will be contained in the Offeror Circular.