Harmony Gold Mining Company Limited ('Harmony' or the 'Company') is pleased to announce the successful completion of the placing announced yesterday the ('Placing').
A total of 60,278,260 new ordinary shares in Harmony have been placed with existing and new institutional investors (the 'Placing Shares') at a price of ZAR57.50 per share (the 'Placing Price'), raising gross proceeds of approximately US$200 million (ZAR3.466 billion) (the 'Proceeds'). The proceeds of the Placing will be used by the Company to discharge the US$200 million consideration to acquire AngloGold Ashanti's South African assets, Mponeng mine and Mine Waste Solutions. J.P. Morgan Securities plc acted as Sole Global Coordinator and Joint Bookrunner (the 'Sole Global Coordinator') and Absa Bank Limited (acting through its Corporate and Investment Banking division) acted as Joint Bookrunner (together with J.P. Morgan, the 'Joint Bookrunners') in connection with the Placing.
The Placing Shares being issued represent, in aggregate, approximately 11.1 per cent of the Company's issued ordinary share capital before the Placing. The Placing Price represents a discount of 5.4 per cent to the closing share price on 24 June 2020 and a 3.5 per cent discount to the 30 day VWAP, which complies with Section 5.52 of the Listings Requirements of the JSE Limited ('JSE'). The Placing Shares, when issued, will rank pari passu in all respects with the existing Harmony ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue thereof.
An application will be made to the JSE Limited for the listing of the Placing Shares. Subject to approval by the JSE, listing and trading (the 'Admission') of the Placing Shares are expected to occur on the JSE on or around 30 June 2020 (or such later date as may be agreed between the Company and the Bookrunners) and dealings in the Placing Shares will commence at the same time. The Placing is conditional upon, amongst other things, Admission of the Placing Shares on the JSE becoming effective and the placing agreement between the Company and the Bookrunners not being terminated in accordance with its terms prior to Admission.
Placing Shares purchased by persons outside of the United States (as defined by Regulation S under the Securities Act) must not be offered or sold into the United States or to any U.S. Person (as defined by Regulation S under the Securities Act) or deposited into the Company's American depositary share programme until at least 40 days after settlement of the Placing.
Harmony has agreed, subject to certain exclusions, to a lock-up of 90 days from settlement of the Placing.
Harmony's chief executive officer, Peter Steenkamp, commented: 'This successful placement is a validation of our investors' support for Harmony's stated strategy to safely grow quality ounces and increase margins, specifically through the acquisition of the Mponeng and Mine Waste Solutions assets. We intend replicating our success in South Africa, with decades of acquiring, operating, and extending the life of mines, and extracting additional value from mining operations.'
Contact:
Marian van der Walt
Tel: +27 (0) 82 888 1242
Harmony Gold Mining Company Limited (Harmony), a world-class gold mining and exploration company, has operations and assets in South Africa and Papua New Guinea (PNG). Harmony has more than 60 years' experience in the industry. Company assets include one open pit mine and several exploration tenements in PNG, as well as 9 underground mines and 1 open pit operation and several surface sources in South Africa. In addition, Harmony owns 50% of the significant Wafi-Golpu copper-gold project - a tier 1 asset in a joint venture in PNG.
The company's primary stock exchange listing is on the JSE with a secondary listing on the New York Stock Exchange. The bulk of our shareholders are in South Africa and the United States.
Important Notice
This Announcement is for information purposes only and shall not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the Republic of South Africa, the United States or in any other jurisdiction in which such offer or solicitation would require approval of local authorities or otherwise be unlawful (each, a 'Restricted Jurisdiction'). This Announcement and the information contained herein is restricted and is not for publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia or Japan, or in any other Restricted Jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ('Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, delivered or otherwise distributed absent registration, except in reliance on 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 state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or in any other Restricted Jurisdiction.
The Company will instruct Deutsche Bank Trust Company Americas, as depositary, not to accept any Placing Shares for deposit into the Company's American Depositary Receipt Program in exchange for the issuance of ADRs evidencing Harmony's American Depositary Shares for 40 days after settlement of the Placing.
Any offer, sale, resale, delivery or other distribution of the Placing Shares within the United States during this 40 day period by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an exemption from, on in a transaction not subject to, the registration requirements of the Securities Act.
In South Africa, the Placing was only made by way of separate private placements to: (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act) and (ii) selected persons, acting as principal, acquiring Placing Shares for a total contemplated acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ('South African Qualifying Investors').
The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ('FAIS Act') and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placing Shares or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.
No public offering of the Placing Shares was being made in the United Kingdom. In the United Kingdom, all offers of the Placing Shares were made pursuant to an exemption under the Prospectus Regulation (as defined below) from the requirement to produce a prospectus. No prospectus will be made available in connection with the Placing and no such prospectus is required to be published in accordance with the Prospectus Regulation.
This Announcement is for information purposes only and is directed only at, and communicated to, persons (a) in Member States of the European Economic Area who are qualified investors ('Qualified Investors') within the meaning of article 2(1)(e) of the EU Prospectus Regulation (which means Regulation (EU) 2017/1129, as amended) (the 'Prospectus Regulation') and (b) in the United Kingdom who are Qualified Investors and (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom they may lawfully be communicated, (each such persons being referred to as 'Relevant Persons'). In Member States of the European Economic Area, this Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only in a Member State of the European Economic Area or the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement has been issued by, and is the sole responsibility of, the Company. 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 J.P. Morgan Securities plc and Absa Bank Limited, acting through its Corporate and Investment Banking division, 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.
Each Joint Bookrunner and its respective affiliates are acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Each Joint Bookrunner and each of its respective affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by each Joint Bookrunner or any of its respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any Joint Bookrunner that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
This Announcement contains forward-looking statements within the meaning of the safe harbor provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act with respect to the Company's financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. These include all statements other than statements of historical fact, including, without limitation, any statements preceded by, followed by, or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'should', 'could', 'estimates', 'forecast', 'predict', 'continue' or similar expressions or the negative thereof.
Any forward-looking statements, including, among others, those relating to the Company's future business prospects, revenues and income, wherever they may occur in this Announcement, are necessarily estimates reflecting the best judgment of the Company's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, you should not place undue reliance on forward-looking statements as a prediction of actual results. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company and each Joint Bookrunner do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by any Joint Bookrunner.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. Harmony reserves the right not to proceed with the Placing or to vary any terms of the Placing in any way.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the Johannesburg Stock Exchange.
Persons who were invited to and who chose to participate in the Placing by making an offer to take up Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained herein. Each such placee represents, warrants and acknowledges that it is a person eligible to purchase or subscribe for the Placing Shares in compliance with the restrictions set forth herein and applicable laws and regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident. Unless otherwise agreed in writing, each placee represents, warrants and acknowledges that it is (a) not located in, a resident of, or physically present in, the United States, Canada, Australia, Japan or any Restricted Jurisdiction and it is not acting on behalf of someone who is located in, a resident of, or physically present in, the United States, Canada, Australia, Japan or any Restricted Jurisdiction and (b) not a U.S. person (as that term is defined in Regulation S under the Securities Act).
HARMONY GOLD MINING COMPANY LIMITED 
