IMPALA PLATINUM HOLDINGS LIMITED - Proposed odd-lot offer and distribution of the circular and notice of general meeting
14 September 2020 7:05
Proposed odd-lot offer and distribution of the circular and notice of general meeting
IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
ISIN: ZAE000083648
JSE Convertible Bond Stock Code: IMCB22
JSE Convertible Bond ISIN: ZAE000247458
ADR code: IMPUY
(“Implats” or “the Company”)
PROPOSED ODD-LOT OFFER AND DISTRIBUTION OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
1. Introduction and rationale
As at 28 August 2020, Implats had a total of 10 123 ordinary shareholders (“Odd-lot
Holders”) each holding less than 100 Implats ordinary shares of no par value (“Implats
Shares”) (“Odd-lot Holdings”), holding a total of 232 581 Implats Shares, representing only
0.03% of the total issued share capital of Implats. Odd-lot Holders represent 48.7% of the
total number of ordinary shareholders (“Implats Shareholders”) in the Company. The
recurring administrative costs for the Odd-Lot Holders is disproportionately large relative to
the small size of their Odd-lot Holdings and negatively affects all Implats Shareholders. To
reduce the administrative time and costs associated with the Company’s shareholder base,
the board of directors of Implats (“Board”) has proposed the implementation of an odd-lot
offer (“Odd-lot Offer”) to facilitate the reduction in these Odd-lot Holders in a fair manner,
which will result in the repurchase by the Company of the Odd-lot Holdings from the Odd-lot
Holders at the offer price, being at a 10% premium to the 30-calendar day volume weighted
average price (“VWAP”) of an Implats Share at the close of business on Monday, 26 October
2020 (“Offer Price”).
The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot
Holdings on an efficient basis and will provide liquidity for those Odd-lot Holders who elect
not to retain their Odd-lot Holdings or who make no election, in which case such Odd-lot
Holders will be deemed to have agreed to dispose of their Odd-lot Holdings. Odd-lot Holders
will sell their Odd-lot Holdings to Implats and receive the Offer Price in cash (“Cash
Consideration”). Odd-lot Holders can elect to retain their Odd-lot Holdings.
An odd-lot offer is a ‘standard’ corporate action undertaken by JSE-listed companies and is
permitted by the Company’s memorandum of incorporation (“MoI”). For Implats to implement
the Odd-lot Offer, the directors are seeking approval from Implats Shareholders to (i) effect
certain required amendments to the MoI (“MoI Amendments”), and (ii) implement the Odd-
lot Offer.
2. MoI Amendments
Paragraph 1(2)(n) and (o) read together with paragraph 14 of the MoI provides that if the
Company makes an Odd-lot Offer, Odd-lot Holders may elect to increase their Odd-lot
Holding to 100 Shares (“top-up provision”). The top-up provision was contained in historic
versions of the JSE Limited (“JSE”) Listings Requirements and was included in the MoI. The
top-up provision was repealed by the JSE in c. 2007. Accordingly, in order to align the MoI
with the JSE Listings Requirements and current practice, Implats Shareholder approval is
being sought to give effect to the MoI Amendments to remove the sections in the MoI allowing
for the top-up provision.
3. Key terms of the Odd-lot Offer
The Odd-lot Offer will be subject to Implats Shareholder approval (“Shareholder Approval”).
In order to (i) provide Odd-lot Holders with an opportunity to realise the value of their
investment without suffering dealing charges which might otherwise make it impractical to
sell their holding, and to provide liquidity for those Odd-lot Holders who elect not to retain
their Odd-lot Holdings or who make no election and; (ii) from the Company’s perspective, to
reduce the costs and complexity of managing a large number of Odd-lot Holders, Implats has
decided to proceed with the implementation of the Odd-lot Offer to repurchase the Implats
Shares from the Odd-lot Holders at the Offer Price. For purposes of payment of the Offer
Price to Odd-lot Holders on the United Kingdom share register, the Offer Price will be
converted at the GBP/ZAR exchange rate at the close of business on Monday, 26 October
2020.
Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings
at the Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SA
time) and 10:00 (UK time, for Odd-lot Holders on the United Kingdom register) on
Friday, 6 November 2020 will automatically be regarded as having accepted the Odd-
lot Offer and chosen to dispose of their Odd-lot Holdings.
4. Circular and notice of general meeting
For Implats to implement the Odd-lot Offer, the Board is seeking approval from Implats
Shareholders to give effect to the MoI Amendments and to implement the Odd-lot Offer, and
is therefore convening a general meeting of Implats Shareholders (“General Meeting”), to
be held through electronic communication on Wednesday, 14 October 2020 at 12:00 (SA
time) or 11:00 (UK time), at which all Implats Shareholders will be entitled to vote on the
resolutions required to give effect to the MoI Amendments and to implement the Odd-lot
Offer. A circular (“Circular”), containing details of the MoI Amendments and the Odd-lot
Offer, together with a notice of General Meeting (“Notice of General Meeting”), will be
posted to Implats shareholders on Monday, 14 September 2020.
5. Odd-lot Offer mechanics
Following receipt of Shareholder Approval, the Odd-lot Offer will open and Odd-lot Holders
must decide to either:
• sell their Odd-lot Holding to Implats at the Offer Price; or
• retain their Odd-lot Holding.
If Odd-lot Holders wish to retain their Implats Shares, they must specifically make an election
to do so. Those Odd-lot Holders who do not make an election will automatically be regarded
as having accepted the Odd-lot Offer and chosen to dispose of their Implats Shares to Implats
and will receive the Cash Consideration.
6. Salient dates and times
2020
Announcement relating to the Odd-lot Offer and issue of the Monday, 14 September
Circular (together with the Notice of General Meeting) released on
SENS
Distribute Notice of General Meeting and Circular to Implats Monday, 14 September
Shareholders
Announcement relating to the Odd-lot Offer and the issue of the Tuesday, 15 September
Circular (together with the Notice of General Meeting) published in
the press
Last day to trade to be entitled to vote and participate in the Tuesday, 6 October
General Meeting
Record date to be entitled to vote and participate in the General Friday, 9 October
Meeting
Recommended last day to lodge forms of proxy for the General Tuesday, 13 October
Meeting
General Meeting to be held through electronic communication at Wednesday, 14 October
12:00 (SA time) or 11:00 (UK time)
Announce results of the General Meeting on SENS Wednesday, 14 October
Announce results of the General Meeting in the press Thursday, 15 October
If the resolutions are passed at the General Meeting, the Odd-lot Thursday, 15 October
Offer opens at 09:00 (SA time) or 08:00 (UK time)
Publication of the finalisation information (including the Offer Tuesday, 27 October
Price) on SENS by 11:00 (SA time) or 09:00 (UK time)
Publication of the finalisation information (including the Offer Wednesday, 28 October
Price) in the press
Last day to trade to participate in the Odd-lot Offer Tuesday, 3 November
Implats Shares trade ex-Odd lot Offer Wednesday, 4 November
Forms of election and surrender to be received by the transfer Friday, 6 November
secretaries in South Africa (Computershare Investor Services
Proprietary Limited) and the United Kingdom (Computershare
Investor Services plc) by 12:00 (SA time) or 10:00 (UK time)
Record date for the Odd-lot Offer Friday, 6 November
Odd-lot Offer closes at 12:00 (SA time) or 10:00 (UK time) Friday, 6 November
Payment of the Cash Consideration to Certificated Odd-lot Monday, 9 November
Holders who have accepted the Odd-lot Offer or who have made
no election4
Dematerialised Odd-lot Holders who have accepted the Odd-lot Monday, 9 November
Offer or who have made no election will have their accounts at
their CSDP or broker credited with the Cash Consideration
Results of the Odd-lot Offer released on SENS Monday, 9 November
Results of the Odd-lot Offer published in the press Tuesday, 10 November
Cancellation and termination of listing of Implats Shares Wednesday, 11 November
repurchased in terms of the Odd-lot Offer expected on or about
Notes:
1. These salient dates and times are subject to amendment at the discretion of the Company.
Any such amendments will be released on SENS.
2. All times quoted are local times in South Africa and in the United Kingdom.
3. Implats Shareholders may not dematerialise or rematerialise their Implats Shares after the last
day to trade, being Wednesday, 4 November 2020 to Friday, 6 November 2020, both dates
inclusive.
4. Odd-lot Holders who are non-residents of the Common Monetary area, and who elect to sell
their Odd-lot Holdings or who make no election, are specifically referred to paragraph 8.2 of
the Circular as regards the processing and payment of their Cash Consideration.
7. Tax considerations
The Board has specifically resolved that the Odd-lot Offer will be distributed as a return of
capital and will result in a reduction of ‘contributed tax capital’ as defined in section 1 of the
South African Income Tax Act, 58 of 1962, as amended. The Cash Consideration will
therefore not be regarded as a dividend for South African income tax purposes. Implats
Shareholders are advised to consult their own tax and/or other professional advisors
regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
Queries:
Johan Theron
E-mail: johan.theron@implats.co.za
T: +27 (0) 11 731 9013/43
M: +27 (0) 82 809 0166
Emma Townshend
E-mail : emma.townshend@implats.co.za
T : +27 (0) 21 794 8345
M : +27 (0) 82 415 3770
Alice Lourens
E-mail: alice.lourens@implats.co.za
T: +27 (0) 11 731 9033/43
M: +27 (0) 82 498 3608
14 September 2020
Johannesburg
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor
Edward Nathan Sonnenbergs Inc.
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Date: 14-09-2020 07:05:00
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