| Mon 18 Oct 2010, 7:30 | | RBP - RBPlat - This Abridged Pre-Listing Statement does not Constitute an Offer |
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JSE
RBP
RBP - RBPlat - This Abridged Pre-Listing Statement does not Constitute an Offer
to sell, or a solicitation of an Offer to purchase, any securities in RBPlat.
ROYAL BAFOKENG PLATINUM LIMITED
(formerly Royal Bafokeng Platinum (Proprietary) Limited
and formerly Lisinfo 223 (Proprietary) Limited and
formerly Lisinfo 223 Property (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
("RBPlat" or the "Company" or the "Issuer")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
THIS ABRIDGED PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN RBPLAT.
NEITHER THIS ABRIDGED PRE-LISTING STATEMENT 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 ABRIDGED PRE-
LISTING STATEMENT 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") AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 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 ABRIDGED PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC
(AS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT, NO. 61 OF 1973 (AS AMENDED)) TO
PURCHASE OR SUBSCRIBE FOR SHARES, BUT IS ISSUED IN COMPLIANCE WITH LISTINGS
REQUIREMENTS OF THE JSE LIMTED.
THE CONTENTS OF THIS ABRIDGED PRE-LISTING STATEMENT HAVE BEEN PREPARED BY AND
ARE THE SOLE RESPONSIBILITY OF RBPLAT.
ABRIDGED PRE-LISTING STATEMENT
Abridged pre-listing statement relating to the listing of RBPlat on the Main
Board of the securities exchange operated by the JSE Limited ("JSE") with effect
from the commencement of business on Monday, 8 November 2010. The information
in this abridged pre-listing statement has been extracted from the detailed pre-
listing statement issued by RBPlat, on Monday, 18 October 2010 ("pre-listing
statement").
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in RBPlat, but is issued in compliance with the Listings
Requirements of the JSE for the purpose of providing information to the public
with regards to RBPlat.
1. Introduction and Offer particulars
On 20 September 2010 resolutions were passed by the board of directors of RBPlat
(the "board") in respect of an offer for subscription by RBPlat and an offer for
sale by Rustenburg Platinum Mines Limited and Royal Bafokeng Platinum Holdings
(Proprietary) Limited (the "Selling Shareholders"), subject to certain
conditions (the "Offer"), 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 the Bafokeng Rasimone Platinum Mine
("BRPM"), to whom the Offer will specifically be addressed (the "Applicants"),
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, as defined below) (the "Offer Shares"). The Offer Shares are
comprised of 16,528,926 new ordinary shares having a par value of R0.01 each to
be issued by the Company (the "Subscription Shares") and up to 28,237,530 issued
ordinary shares to be sold by the Selling Shareholders (the "Sale Shares"),
comprising 27.28 percent of the total issued share capital at Listing.
A further 4,461,448 ordinary shares (the "Overallotment 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 (the "Joint Bookrunners") 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 (the
"Offer Price") will be between R56.00 and R65.00 per Offer Share (the "Offer
Price Range"). However, the Offer Price may be outside the Offer Price Range.
The Offer is subject to a minimum subscription. The minimum gross sale and
subscription which must be realised by the Selling Shareholders and the Company
is the minimum number of subscribers as prescribed in the 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. The Listing will not
proceed if, inter alia, the JSE free float and shareholder spread requirements
are not met, and any acceptance of the Offer shall not take effect and no person
shall have any claim whatsoever against the Issuer, the Selling Shareholders,
the managers or any other person as a result of the failure of any condition.
Investors will only be allowed to apply for shares for an amount of no less than
R100,000 (excluding invited management and employees of the Company and BRPM,
who may subscribe for less through a specified registered stockbroker).
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 Issuer as at that
date) will be listed on the Main Board of the JSE in the "Platinum and Precious
Metals" sector under the abbreviated name "RBPlat", share code "RBP" and ISIN:
ZAE000149936, with effect from the commencement of business on Monday, 8
November 2010.
All shares (including any Offer Shares) that are in issue as at the date of
listing will rank pari passu in all respects.
2. Overview of the business of RBPlat
The Company is an independently operated and managed, black-empowered mid-tier
PGM (platinum group metal) producer whose current mining operations and planned
expansion prospects are based on the Bushveld Igneous Complex (the "Bushveld
Complex") in the North West Province, South Africa, the largest source of PGMs
in the world. The Company`s key asset is a 67 percent stake in a joint venture
between the Company and Anglo Platinum Limited ("AngloPlat"), the world`s
largest platinum producer, at the Bafokeng Rasimone Platinum Mine ("BRPM"). The
Company has the benefit of entrenched broad-based black economic empowerment
("BEE") ownership by the Royal Bafokeng Nation (through its wholly-owned
investment vehicle Royal Bafokeng Holdings (Proprietary) Limited ("RBH")). These
BEE credentials have ensured that all of the BRPM joint venture`s mining and
prospecting rights have been converted to "new order" rights as required under
South African law. BRPM is an established 73 million ounce resource producing
270,000 PGM ounces per year in concentrate, which provide the Company with
strong margins through a high-grade ore and a low cost curve position. Moreover,
the Company`s management team has the expertise and experience to run the mine`s
current operations at optimum performance as well as develop resources to pursue
expansion projects.
The BRPM joint venture was established to exploit PGMs in the Merensky Reef and
UG2 (Upper Group 2) chromitite on the Boschkoppie, Frischgewaagd and Styldrift
farms in the Rustenburg area. BRPM is located on the Western Limb of the
Bushveld Complex and is easily accessible, being approximately 150 kilometres
west-northwest of Johannesburg and 30 kilometres north-west of Rustenburg and
supported by well-developed and robust infrastructure. The Bushveld Complex
contains in excess of 80 percent of the world`s known PGM reserves. The total
extent of the BRPM joint venture`s property covers approximately 83.3 square
kilometres, with a 13 kilometre strike length.
The BRPM joint venture was originally formed with effect from 2002 as a 50:50
joint venture between Royal Bafokeng Resources (Proprietary) Limited ("RB
Resources"), a wholly-owned subsidiary of the Company, and Rustenburg Platinum
Mines Limited ("RPM"), a wholly-owned subsidiary of AngloPlat. The joint venture
was restructured in 2009 to enable RB Resources to acquire a majority 67 percent
interest in the joint venture effective 7 December 2009, with RPM holding the
remaining 33 percent interest as well as acquiring a 25 percent interest in the
Company. The Company took over operational control of BRPM on 4 January 2010.
For the year ended 31 December 2009, the Company reported revenues of R1,155
million and EBITDA of R330 million, with an EBITDA margin of 28.6 percent. For
the six months ended 30 June 2010, the Company`s revenue was R988 million and
its EBITDA was R441 million, with an EBITDA margin of 44.6 percent. The Company
operates with low gearing and, as at 30 June 2010, it had debt of R114.7 million
and R182.1 million in cash.
BRPM is a productive underground mine currently operating at a depth of less
than 500 metres, accessed by two decline shafts. This mine, previously known as
the Rasimone Mine (solely operated by AngloPlat) produced its first concentrate
from the Boschkoppie property in 1999 and is producing at steady state
approximately 200,000 tonnes of milled ore per month, yielding approximately
180,000 platinum ounces in concentrate per annum. The total BRPM Merensky Reef
and UG2 mineral reserve estimate (proved and probable) amounts to 18.6 million
ounces at an average grade of 4.13 grams per tonne of platinum (Pt), palladium
(Pd), rhodium (Rh) and gold (Au) (together, known as the "4E" elements).
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 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 until the
year 2033, at which point production will begin to steadily decline to
approximately 1.2 million tonnes per annum at the end of the currently-projected
life of forecast. Production on the Merensky Reef at BRPM is scheduled to
decrease as of 2014, with production on the UG2 at BRPM steadily increasing as
the Merensky reserve is depleted.
The Company is developing a brown field project on the neighbouring Styldrift
farm which is contiguous to the Boschkoppie mine, involving a new mine
development sunk to a depth of 740 metres. This development is expected to
increase the Company`s production to 430,000 tonnes per month of milled ore,
yielding up to 420,000 platinum ounces in concentrate per annum. The Styldrift 1
project development has an expected nominal capital cost of R11.8 billion (of
which R9.4 billion is for mining infrastructure and R2.4 billion is for
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 ("RBPlat MS"), which has been contributed to the BRPM
joint venture for the life of the joint venture by AngloPlat. The Company has
long-term offtake arrangements with AngloPlat for the Company`s share of
concentrate. The Concentrator complex capacity will be increased by
approximately 2.8 million tonnes per annum at a cost of approximately R2.4
billion to accommodate the additional production from the Styldrift 1 project.
As of July 2010, BRPM, through Bafokeng Rasimone Management Services
(Proprietary) Limited ("BRMS") (a wholly-owned subsidiary of RB Resources at
Listing), employed approximately 3,000 permanent employees and approximately
4,500 contractors. The Company`s management has prioritised mine safety in
addition to profitability and the lost time injury frequency rate ("LTIFR") (per
200,000 man hours worked) at BRPM has fallen from 2.57 in 2008 to 1.18 in 2009.
3. Competitive Strengths
The Company believes it is well placed to exploit its existing assets, develop
future resources and reserves and aims to leverage its competitive strengths
listed below to enhance its market position:
- The PGM sector has strong supply and demand fundamentals that are
improving;
- The BRPM joint venture has significant shallow, high grade and well-known
reserves and resources;
- BRPM and future expansion and replacement projects are situated in the
largest PGM-enriched zone in the world;
- Established producer with a track record of strong margin production with
opportunity to reduce unit costs;
- The Company is well-positioned, with significant growth potential within
its existing operations and in the surrounding area;
- The Company has a focused management team and dedicated workforce with
extensive experience in the platinum mining industry;
- The support and expertise of AngloPlat as a joint venture partner and Royal
Bafokeng Holdings as a shareholder
4. Business Strategy and Prospects
It is the opinion of the directors and management that the Company is well
positioned to take advantage of current and future opportunities to maximise
value for the Company through three main strategic objectives:
- enhance operational excellence at BRPM by implementing volume-enhancing
initiatives and reducing unit costs while continuing to conduct business
safely;
- implement organic growth and value-creation opportunities by developing the
Styldrift 1 expansion project, evaluating other brownfield growth
opportunities and opportunistically pursuing value-adding partnerships; and
- create a sustainable and agile operating model by delegating operational
decision making and building employee capabilities.
5. Directors
The names, ages and business addresses of the directors of RBPlat are set out
below:
On the date of Listing, the board will comprise:
Name Business Address Occupation/Function
Executive directors
Mr Steve (Stephen) 1st Floor, Block C Chief Executive
Ditshebo South African Officer
Phiri (54) 37 High Street
South African Melrose Arch
Johannesburg
South Africa
Mr Martin (Marthinus) 1st Floor, Block C Chief Financial
Johannes Lourens Prinsloo South African Officer
(41) 37 High Street
South African Melrose Arch
Johannesburg
South Africa
Mr Nico (Nicolaas) 1st Floor, Block C Chief Operating
Johannes South African Officer
Muller (44) 37 High Street
South African Melrose Arch
Johannesburg
South Africa
Non-executive directors
Adv Kgomotso Ditsebe 86 Maude Street Chairman
Moroka (56)* Corner Gwen Lane
South African Sandton
Johannesburg
South Africa
Mr Mike (Michael) Howard 55 Marshall Street Director
Rogers (66) Johannesburg
South African South Africa
Prof Linda 701, 254 West Director
de Beer (41)* Road South
South African 3 West Road South
Morningside
Johannesburg
South Africa
Mr Robin George 22 Heritage Rock Director
Mills ( 64)* 36 Boschkop Avenue
South African Boskruin 2154
South Africa
Mr David Collen 22 Kelly View
Noko (53)* Kelly Road
South African Bedfordview
Johannesburg
South Africa
Prof Francis William Menzies Building, Director
Petersen (46)* Faculty of
South African Engineering,
University of Cape
Town
Rondebosch
Cape Town
South Africa
Notes:
* Independent director
6. Salient dates and times
2010
Opening date of the Offer at 09:00 on Mon, 18 Oct
Publication of the pre-listing statement Mon, 18 Oct
Last date for indication of interest for the Tues, 2 Nov
purpose of the bookbuild at 17:00 on
Expected closing of the Offer at 17:00 on Tues, 2 Nov
Offer price released on SENS Wed, 3 Nov
Offer price published in the press Thurs, 4 Nov
Settlement and proposed Listing date on the JSE Mon, 8 Nov
7. Share capital
At the date of Listing, the authorised share capital of the Company will be
comprised of 250,000,000 ordinary shares, having a par value of R0.01 each,
1,500,000 "A1" ordinary shares having a par value of R0.01 each, 1,500,000 "A2"
ordinary shares having a par value of R0.01 each and 1,500,000 "A3" ordinary
shares having a par value of R0.01 each, and the entire issued share capital
will be comprised of no more than 164,089,430 ordinary shares. There will be no
other class of shares authorised or in issue by the Company at the date of
Listing. The Company`s total share premium at the date of Listing will be
approximately R7,768,143,764.
8. Copies of the pre-listing statement
The pre-listing statement is only available in English and copies thereof may be
obtained (by persons invited to participate in the Offer) during normal business
hours from Monday, 18 October 2010 until Tuesday, 2 November 2010 from the
Issuer, Rand Merchant Bank, a division of FirstRand Bank Limited and
Computershare Investor Services (Proprietary) Limited, at their respective
physical addresses which appear below:
The registered office of RBPlat: The office of Rand Merchant
1st Floor, Block C Bank:
37 High Street 1 Merchant Place
Melrose Arch Cnr Rivonia Road and Fredman
Johannesburg Drive
South Africa Sandton
Johannesburg
2196
South Africa
The office of Computershare
Investor Services(Proprietary)
Limited
Ground Floor
70 Marshall Street
Johannesburg
2001
South Africa
Johannesburg
18 October 2010
Joint bookrunners and managers
Macquarie First South Advisers (Proprietary) Limited
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
Co-lead manager and commercial banker
Nedbank Capital, a division of Nedbank Limited
Sponsor and stabilisation manager
Rand Merchant Bank, a division of FirstRand Bank Limited
Attorneys
Bowman Gilfillan, SA attorneys to the Company
White & Case LLP, US & UK attorneys to the Company
Cliffe Dekker Hofmeyr Inc, SA attorneys to the Joint Bookrunners and Co-Lead
Manager
Davis Polk & Wardwell LLP, US & UK attorneys to the Joint Bookrunners and Co-
Lead Manager
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Independent technical expert
Snowden Mining Industry Consultants (Proprietary) Limited
This abridged pre-listing statement does not constitute an offer of securities
for sale in the United States or any other jurisdiction. The securities have not
been, and will not be, registered under the US Securities Act of 1933, 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 US Securities Act of 1933 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. 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. 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 abridged pre-listing statement 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 abridged pre-listing statement are not being made and may not be
distributed or sent into the United States, Canada, Australia or Japan.
This abridged pre-listing statement 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.
Each of the Company, Nedbank Capital Limited, Macquarie First South Limited,
Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of
FirstRand Bank Limited ("RMB") and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any forward
looking statement contained in this abridged pre-listing statement whether as a
result of new information, future developments or otherwise.
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 abridged pre-
listing statement or any transaction, arrangement or other matter referred to
herein.
None of Nedbank Capital Limited, Macquarie First South Limited, Morgan Stanley &
Co. International plc, 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 abridged pre-listing
statement (or whether any information has been omitted from the abridged pre-
listing statement) 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 abridged pre-listing statement or its
contents or otherwise arising in connection therewith.
In connection with the sale of securities referred to herein, RMB (or persons
acting on behalf of RMB) may over-allot securities or effect transactions with a
view to supporting the market price of the securities at a level higher than
that which might otherwise prevail. 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 the offer of the securities is made and, if begun,
may be ended at any time, but it must end no later than 30 days after the date
of listing. 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.
18 October 2010
Date: 18/10/2010 07:30:51 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
