Impala Platinum Holdings Limited (JSE:IMP) (Implats) made an offer to acquire remaining 75.48% stake in Royal Bafokeng Platinum Limited (JSE:RBP) (RBPlat) for ZAR 31.4 billion on November 26, 2021. The offer amounts to ZAR 150 per RBPlat share and comprises a cash amount of ZAR 90 (60% of the offer consideration) and 0.30 ordinary shares in Implats (the value of which equates to ZAR 60). Implats currently holds 70,859,372 RBPlat Shares constituting approximately 24.52% stake. Implats has provided the TRP with confirmation that it has a sufficient number of Implats Shares available in order to satisfy the share component of the Offer Consideration as and when required under the Offer. The TRP has been furnished with the requisite cash confirmations in compliance with regulations 111(4) and 111(5) of the Takeover Regulations from JPMorgan Chase Bank, N.A., Johannesburg Branch, Nedbank Limited and The Standard bank of South Africa Limited in order to satisfy the cash component of the Offer Consideration. As of November 29, 2021, Impala further acquired 70.9 million shares equivalent to 4.86% stake in RBPlat. As of December 1, 2021, Impala further acquired 7.4 million shares equivalent to 2.56% stake in RBPlat. As of December 9, 2021, Impala increased its shareholding to 35.31% in RBPlat after acquiring additional 8,818,523 RBPlat representing 3.05% stake. Following the final settlement of the most recent share acquisitions, Implats? ownership of RBPlat shares will exceed 35%. In terms of South African regulations, this level of shareholding requires Implats to make a mandatory offer to all RBPlat shareholders for the remaining shares not already acquired. As of March 23, 2022, Implats has acquired a further 2.5 million RBPlat shares constituting approximately 0.87% stake. As of April 14, 2022, Impala acquired a further 0.5 million shares, bringing Impala?s total shareholding in RBPlat to 37.79%. As of July 25, 2022, Impala acquired a further 0.3 million shares, bringing Impala?s total shareholding in RBPlat to 37.93%. As of August 25, 2022, Impala acquired a further 0.48 million shares, bringing Impala?s total shareholding in RBPlat to 38.10%. As of September 5, 2022, Implala total shareholding increased to 39.19%. As of September 19, 2022, Impala acquired a further 2.7 million shares, bringing Impala?s total shareholding in RBPlat to 40.11%. As of September 29, 2022, Impala acquired a further 1 million shares, bringing Impala?s total shareholding in RBPlat to 40.46%. As of June 9, 2023, Implats has concluded agreements to acquire a further 866,300 shares, constituting approximately 0.30% of the RBPlat shares, post which Implats will hold an aggregate of approximately 56.02% of the RBPlat shares in issue.

As of April 26, 2022, Royal Bafokeng reached an agreement to retain Steve Phiri and Neil Carr with the company. Offer is subject to RBPlat Shareholders accepting the Offer and tendering RBPlat share thereunder constituting more than 50% of the entire issued share capital of RBPlat; Implats having obtained the approval from the Financial Surveillance Department of the South African Reserve Bank and Implats and RBPlat having obtained all such approvals as may be required from the JSE Limited (JSE) and the TRP, respectively, in terms of the JSE Listings Requirements, the Companies Act or the Takeover Regulations (as applicable) in connection with the Offer and its implementation, including (A) the JSE and the TRP approving all relevant documentation to be sent to the RBPlat Shareholders, including the Offeror Circular (B) a compliance certificate issued by the TRP in terms of section 121(b) of the Companies Act and (C) approval of the JSE for the listing on the JSE of all Implats Shares that constitute the share component of the Offer Consideration; to the extent required and by no later than July 31, 2022, Implats and RBPlat having obtained all approvals required for the implementation of the Offer and the acquisition by Implats of the Offer Shares from the Competition Commission, the Competition Tribunal and/or the Competition Appeal Court (as the case may be), as are required in terms of the Competition Act, 1998; RBPlat having obtained approval from its third-party financiers and contract counterparties for any change of control arising from the Offer. As of December 9, 2021, Takeover Regulation Panel ruled that the condition on minimum acceptances of more than 50% is no longer applicable.

On April 28, 2022, South African Competition Commission approved the deal. As of November 16, 2022, the competition tribunal approved the deal. RBPlat has, as contemplated in Regulation 108 of the Companies Regulations, constituted an independent board of directors, consisting of Mark Moffett (Lead Independent and Chair of the Independent Board), Zanele Matlala, Louisa Stephens, Peter Ledger, Mike Rogers and Thoko Mokgosi-Mwantembe to fulfil the role of an ?independent board? for the purpose of the Offer and advising shareholders thereon as required by the Companies Regulations. If Offer Participants accept the Offer in respect of at least 90% of the issued shares in RBPlat and if the Offer becomes wholly unconditional and is implemented, Implats may (at its election) invoke the provisions of section 124 of the Companies Act to compulsorily acquire all of the RBPlat Shares not already tendered for sale under the Offer. As on February 11, 2022, the Board is of the view that the Mandatory Offer Consideration is fair and reasonable and has recommended that shareholders accept the Mandatory Offer and the Independent Board recommends that RBPlat Shareholders accept the Mandatory Offer. The implementation of the Offer, which closes on June 17, 2022 remains subject to the fulfilment or waiver of conditions precedent up until no later than May 30, 2022 where it becomes wholly unconditional. As of July 15, 2022, Impala Platinum Holdings has advised shareholders that approval from the Competition Tribunal remains outstanding. On June 29, 2023, TRP has granted Implats a Compliance Certificate in terms of section 121(b) of the Companies Act. On June 30, 2023, the JSE approved the listing of the maximum offer consideration shares. Accordingly, the offer is unconditional. Implats has a right of compulsory proceedings to acquire remaining shares at ZAR 150 per RBPlat share. The offer opens on January 18, 2022 and closes on June 17, 2022. The deal is expected to be completed by July 31, 2022 which is long stop date. As of July 15, 2022, the transaction is expected to close on September 16, 2022. As of September 15, 2022, the offer is expected to close on November 18, 2022. As of February 23, 2023, due to pending conditions approval, the offer completion date has been extended till March 31, 2023. As of March 29, 2023, Implats advises that the Longstop Date set for fulfilment or waiver of the Conditions Precedent, and the Closing Date of the Offer, will be extended to April 28, 2023. As of June 28, 2023, the Longstop Date and the closing date of the 0ffer, will be extended to July 28, 2023. As of June 30, 2023, the offer is set to close on July 21, 2023.

Macquarie Advisory and Capital Markets South Africa (Pty) Ltd, Nedbank Limited (JSE:NBKP), The Standard Bank of South Africa Limited and JPMorgan Chase Bank, National Association, Johannesburg Branch acted as financial advisors and Davis Polk & Wardwell London LLP, Edward Nathan Sonnenbergs Inc. and Alchemy Law Africa acted as legal advisors to Impala. PSG Capital (Pty) Limited acted as fairness opinion provider to the Independent Board of RBPlat, QuestCo (Pty) Limited, N M Rothschild & Sons (South Africa) (Proprietary) Limited and Merrill Lynch South Africa (Pty) Limited acted as financial advisors and Bowman Gilfillan, Inc. acted as legal advisor to RBPlat. ENSafrica and Rogers & Norton Solicitors acted as legal advisors and Deloitte & Touche LLP acted as accountant to Impala.

Impala Platinum Holdings Limited (JSE:IMP) (Implats) completed the acquisition of remaining 75.48% stake in Royal Bafokeng Platinum Limited (JSE:RBP) (RBPlat) on July 21, 2023.