Impala Platinum : Invitation to holders to offer to sell up to ZAR1.625bn of outstanding ZAR3,250,000,000 6.375% convertible bonds

IMPALA PLATINUM HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1957/001979/06)

JSE Share code: IMP

ISIN: ZAE000083648

ADR code: IMPUY

JSE 2022 Convertible Bond ISIN: ZAE000247458

JSE 2022 Convertible Bond Code: IMCB22 ("Implats" or the "Company")

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

INVITATION TO HOLDERS TO OFFER TO SELL UP TO ZAR 1.625 BN OF OUTSTANDING ZAR 3,250,000,000 6.375 PER CENT CONVERTIBLE BONDS DUE 2022 ISSUED BY THE COMPANY

Introduction

Implats announces that it invites the holders ("Bondholders") of its ZAR 3,250,000,000 6.375 per cent. convertible bonds due 2022 (the "Bonds") to offer to sell their Bonds to the Company, on the basis set out below, up to ZAR 1,625,000,000 in aggregate principal amount of the Bonds, which is 50 per cent. of ZAR 3,249,990,000, being the "Outstanding Principal Amount" of the Bonds as at the date hereof (the "Invitation").

The Invitation is made upon the terms and subject to the conditions set forth in the invitation term sheet dated 7 December 2020 (the "Invitation Term Sheet"). Capitalised terms used but not otherwise defined in this announcement have the meaning ascribed to them in the Invitation Term Sheet.

Rationale

Implats pursues value creation by maintaining and leveraging a strong and flexible balance sheet within a prudent capital allocation framework. The proactive management of the balance sheet is considered key to repositioning the Company as a profitable and sustainable business with the ability to deliver meaningful returns for all stakeholders through the commodity cycle.

In July 2019, Implats completed the successful incentivised conversion of the 2022 USD Convertible Bonds, which were settled through the issue of equity. The ZAR Bonds remain in place and, in accordance with their terms and conditions, Implats has the option to redeem these Bonds in June 2021.

The increase in rand PGM pricing and sustained operational delivery has provided a meaningful tailwind to Company profitability and free cash flow generation. Implats has confidence in the outlook for PGM markets and the Invitation is considered a proactive approach to extinguish a material existing debt liability and simultaneously reduce the potential future dilution associated

with the conversion of the Bonds on existing Implats shareholders.

Invitation

The Company may purchase up to ZAR 1,625,000,000 in aggregate principal amount of the Bonds (the "Tender Cap") for cash at the Final Purchase Price plus an Accrued Interest Payment, however, the Company reserves the right, in its sole discretion and for any reason, to decrease the Tender Cap. Each Bondholder who wishes to participate in the Invitation must validly offer for purchase at least ZAR 10,000 in principal amount of Bonds (the "Minimum Denomination").

In indicating their willingness to offer their Bonds for purchase, Bondholders may indicate (i) that they are making a Proportionate Offer only and the aggregate principal amount of Bonds the subject of such Proportionate Offer or (ii) a Proportionate Offer and an Additional Offer, and the principal amount of Bonds the subject of each, as further described and on the terms set out in the Invitation Term Sheet.

A "Proportionate Offer" is an offer by an Eligible Bondholder to sell Bonds on the basis that, if accepted by the Company, the Company will purchase an aggregate principal amount of Bonds which is equal to 50% of the aggregate principal amount of Bonds the subject of such Proportionate Offer. Proportionate Offers will not be subject to further pro ration.

An "Additional Offer" is an offer by an Eligible Bondholder to sell Bonds on the basis that, if accepted by the Company, the Company will purchase an aggregate principal amount of Bonds which is equal to the aggregate principal amount of Bonds the subject of such Additional Offer. Additional Offers may be subject to pro-ration, as described below and are also subject to the further terms and conditions set out in the Invitation Term Sheet.

The Initial Purchase Price per Minimum Denomination of the Bonds validly offered by a Bondholder and accepted for purchase by the Company will be ZAR 35,330.33 per ZAR 10,000 principal amount. The Final Purchase Price for each Minimum Denomination of the Bonds will be calculated as follows:

Final Purchase Price	Final Purchase Price = Initial Purchase Price + (RP − CP) ×
	CR × RD
	where:
	RP = The average of the daily Pricing VWAPs on each of each
	of 7, 8 and 9 December, with the final average subject to a cap
	of ZAR 186.65
	CP = ZAR 169.68, being the closing price of an Ordinary Share
	of the Offeror on the Johannesburg Stock Exchange on 4
	December 2020
	CR = 207.3334 being each ZAR 10,000 principal amount
	divided by the Conversion Price at the date on which the
	Invitation is launched
	RD = 100%, the reference delta
	"Pricing VWAP" = in respect of any Trading Day, the volume

weighted average price of an Ordinary Share of the Company on the Johannesburg Stock Exchange appearing on or derived from the Bloomberg screen page IMP SJ Equity VAP on the Bloomberg information system from 1.00 pm to 5.00 pm (South African time) on 7 December 2020, and from 9.00 a.m. to 5.00 p.m. (South African time) on 8 and 9 December 2020

Implats will also make payment of an amount in respect of accrued and unpaid interest in respect of the Bonds accepted for purchase, as further described in the Invitation Term Sheet.

The final acceptance amount will be the lower of the Tender Cap and the aggregate principal amount of the Bonds which the Company decides in its sole discretion to purchase pursuant to the Invitation ("Final Acceptance Amount"). If, after the Final Acceptance Amount has been determined, the aggregate principal amount of Bonds being offered for sale at the Final Purchase Price is higher than the Final Acceptance Amount, the Company will accept offers for sale so that the Final Acceptance Amount is equal to, or less than, the Tender Cap as further set out, and subject to the terms of, the Invitation Term Sheet.

The Company will first accept all Proportionate Offers and thereby accept offers to sell in respect of 50% of the aggregate principal amount of the Bonds subject to each such Proportionate Offer.

If the aggregate principal amount of Bonds accepted for purchase in respect of valid Proportionate Offers is less than the Tender Cap, the Company will accept Additional Offers. If the aggregate principal amount of Bonds the subject of valid Additional Offers exceeds the Remaining Amount, each Additional Offer will be scaled on a pro rata basis subject to the proration factor, as further described and subject to the terms set out in the Invitation Term Sheet. Any Bonds repurchased pursuant to the Invitation will be cancelled.

The Invitation is expected to expire at 5.00 p.m. (South African time) on 9 December 2020 (the "Expiration Deadline"), subject to the right of the Company, in its sole discretion, to extend, re- open, amend, waive any condition of, or terminate the Invitation at any time prior to announcement of the Final Acceptance Amount (as defined below and subject to applicable law). Details of any such extension, re-opening, amendment, waiver or termination will be announced as soon as reasonably practicable after the relevant decision is made.

Bondholders wishing to offer to sell their Bonds for purchase by the Company pursuant to the Invitation must do so in accordance with the procedures set out in the Invitation Term Sheet.

Announcement of the Final Acceptance Amount and the Final Purchase Price will be made as soon as reasonably practicable after the Expiration Deadline by publication of such information by announcement on the Stock Exchange News Service of the JSE Limited, expected to be before market open on 10 December 2020.

Settlement will occur through Strate Proprietary Limited.

Expected Timetable
Launch Date	Monday, 7 December 2020
Expiration Deadline	5.00 p.m. (South African time) on Wednesday, 9 December

2020

This Expiration Deadline sets out the latest time for instructions by Bondholders to be received by the Dealer Manager

Results Announcement Announcement of the Final Acceptance Amount and the Final Purchase Price, as soon as reasonably practicable after the Expiration Deadline by publication of such information by announcement on the Stock Exchange News Service of the JSE Limited ("SENS"), expected to be before market open on Thursday, 10 December 2020

Expected Settlement Date Tuesday, 22 December 2020 (T+7) (the "Settlement Date")

The Company may, in its discretion, extend, re-open, amend, waive any condition of, or terminate the Invitation at any time prior to announcement of the Final Acceptance Amount (subject to applicable laws). Details of any such extension, re-opening, amendment, waiver or termination will be announced as soon as reasonably practicable after the relevant decision is made

Copies of the Invitation Term Sheet may be obtained from the Dealer Manager, whose contact details are set out at the end of this announcement. Bondholders are requested to read the Invitation Term Sheet in full before making any decision with respect to the Invitation. Bondholders may wish to obtain independent professional advice before making any such decision.

Further Information:

Requests for information in relation to the terms of the Invitation should be directed to the Dealer Manager as follows:

Morgan Stanley & Co. International plc

25 Cabot Square Canary Wharf London, E14 4QA United

Kingdom

Attention: Marco Guarino

Email: [e-mail]

Telephone: [phone]

Attention: Peter Murphy

Email: [e-mail]

Telephone: [phone]