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Frustrating Action Complaint By Northam
ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
(“RBPlat” or the “Company”)
FRUSTRATING ACTION COMPLAINT BY NORTHAM
Shareholders of RBPlat are referred to the various SENS announcements released by Impala Platinum Holdings
Limited (“Implats”) in relation to the mandatory offer by Implats to RBPlat shareholders (the “Mandatory Offer”),
the terms of which are set out in the Implats offer circular posted on Monday, 17 January 2022.
On 26 April 2022 RBPlat announced, inter alia, the retirement of the CEO and the COO as well as the conclusion
of new fixed term contracts with the two executives. This resulted in the pro-rated accelerated vesting of 560 176
RBPlat shares awarded to the CEO and the COO in terms of the RBPlat share incentive scheme (the “Share
Issuance”). The Share Issuance was approved by the Takeover Regulation Panel (“TRP”) prior to being
implemented.
Subsequently, Northam Platinum Holdings Limited (“Northam”) lodged a complaint with the TRP, alleging, inter
alia, that the Share Issuance, and the contractual arrangements entered into with the CEO and COO,
contravened section 126 of the Companies Act, 2008 (the “Companies Act”). RBPlat disputed this and the
complaint was dismissed by the TRP. Northam appealed the TRP’s decision to the Takeover Special Committee
(“TSC”) in accordance with regulation 118(8) of the Companies Regulations, 2011 (“Regulations”). The TSC
found that the Share Issuance contravened section 126[(1)](b) of the Companies Act and that RBPlat must
correct the contravention in a manner provided for in the Companies Act and Regulations. The TSC further
ordered the TRP (or an investigator appointed by the TRP) to investigate Northam’s complaint in its entirety under
section 169(1) of the Companies Act as expeditiously as possible.
RBPlat is of the view that the ruling given by the TSC is both legally and factually flawed, and is engaging with
its advisors and the regulators as to the appropriate next steps.
RESPONSIBILITY STATEMENT
The independent board of RBPlat (“Independent Board”), individually and collectively, accepts responsibility for
the accuracy of the information contained in this announcement which relates to RBPlat. To the best of the
Independent Board’s knowledge and belief, the information contained in this announcement is true and
nothing has been omitted which is likely to affect the importance of such information.
Johannesburg
10 November 2022
Lead Corporate & Financial Advisor and Transaction Sponsor to RBPlat
Questco Proprietary Limited
Financial Advisor and JSE Sponsor to RBPlat
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Financial Advisor to RBPlat
Rothschild & Co South Africa Proprietary Limited
Legal Advisor to RBPlat
Bowman Gilfillan Inc.
Queries:
Lindiwe Montshiwagae
Email: lindiwe@bafokengplatinum.co.za
Tel: +27 (0)10 590 4510
M: + 27 (0) 82 920 7803
Thandeka Mthembu
Email: thandekam@bafokengplatinum.co.za
Tel: +27 (0) 10 590 4510
M: +27 (0) 72 674 9601
Date: 10-11-2022 05:13:00
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