ATLATSA ANNOUNCES COMPREHENSIVE RESTRUCTURING AND GOING PRIVATE TRANSACTION

Transcription

1 ATLATSA ANNOUNCES COMPREHENSIVE RESTRUCTURING AND GOING PRIVATE TRANSACTION December 12, 2018 Atlatsa Resurces Crpratin ( Atlatsa r the Cmpany ) (TSX: ATL; JSE: ATL) annunces that it has entered int a suite f transactin agreements dated December 11, 2018 ( Transactin Agreements ) with, inter alia, Rustenburg Platinum Mines Limited ( RPM ), a significant sharehlder f Atlatsa and a whlly-wned subsidiary f Angl American Platinum Limited ( AAP ), and Atlatsa Hldings Prprietary Limited ( ATH ), Atlatsa s majrity sharehlder, utlining the terms and cnditins f a Cmpsite Transactin (as defined belw) t be implemented by way f a Canadian curt-apprved plan f arrangement ( Plan f Arrangement ) under sectin 288 f the Business Crpratins Act (British Clumbia) (the Arrangement ). 1. BACKGROUND TO THE COMPOSITE TRANSACTION On July 21, 2017, the Cmpany annunced ( Previus Annuncement ) that it had entered int an agreement with AAP utlining key terms agreed in relatin t a tw-phased restructuring plan (the Restructuring Plan ), cmprising: Phase 1: a care and maintenance strategy fr Bkni Mine; and Phase 2: a financial restructuring plan fr Atlatsa and its subsidiaries ( Atlatsa Grup ) pursuant t which, inter alia: RPM will acquire and include int its adjacent Nrthern Limb mining rights, the resurces specified in Atlatsa Grup s Kwanda Nrth and Central Blck prspecting rights, fr a cash cnsideratin f R300 millin (C$28 millin) ( Prspecting Rights Purchase Cnsideratin ) ( Prspecting Rights Dispsitin ); subject t implementatin f the Prspecting Rights Dispsitin, RPM will capitalise and/r writeff all debt wing by Atlatsa Grup, directly r indirectly, t RPM, including any current and further debt that may be incurred during the care and maintenance perid f Bkni Mine until December 31, 2019 ( RPM Debt Write-Off ). As at the date f this annuncement, debt wing by Atlatsa Grup t RPM which will be subject t the RPM Debt Write-Off amunted t c. R4.6 billin (C$0.4 billin); and Atlatsa and RPM will retain their 51% and 49% respective sharehldings in the Bkni Mine jint venture. Sharehlders f the Cmpany (the Sharehlders ) are referred t the Previus Annuncement fr further backgrund infrmatin n, and the ratinale fr, the Restructuring Plan. Fr further infrmatin: On behalf f Atlatsa Resurces R&A Strategic Cmmunicatins One Capital Spnsr Services Prprietary Limited Jel Kesler, Chief Cmmercial Officer Pam McLed Taryn Carter Office: Office: Office: jel@atlatsa.cm pam@rair.c.za spnsr@necapital.c.za

2 Subject t and fllwing cmpletin f the Arrangement, and in view f the csts and nerus administratin f maintaining a listing n tw internatinal exchanges, the Cmpany intends t apply t the applicable securities authrities t have its cmmn shares (the Cmmn Shares ) delisted frm the Trnt Stck Exchange (the TSX ) and the exchange perated by the JSE Limited (the JSE ) and t cease t be a reprting issuer in each f the prvinces f Canada in which it is currently a reprting issuer. Furthermre, Atlatsa will becme a private cmpany with ATH cntinuing t hld a cntrlling interest in the Cmpany. In view f the abve cnsideratins, the Cmpany is seeking t prvide its Minrity Sharehlders (as defined belw) with a liquidity event and an pprtunity t realise value fr their Cmmn Shares. The Cmpany therefre intends t implement a Cmpsite Transactin (as defined belw), which incrprates a share repurchase frm certain f the Minrity Sharehlders, as further detailed belw. 2. MATERIAL TERMS OF THE COMPOSITE TRANSACTION 2.1 Cmpnents f the Cmpsite Transactin Atlatsa is seeking t implement the fllwing inter-cnditinal transactins (cllectively, the Cmpsite Transactin ) by way f a Plan f Arrangement: the Prspecting Rights Dispsitin; the Buy-Back: the privatisatin f Atlatsa thrugh a cmpulsry repurchase, by the Cmpany, fr cancellatin f all Cmmn Shares held by: (a) the Cmpany s minrity sharehlders, being all f the Sharehlders, excluding ATH, RPM, the trustees fr the time being f the Anraq Cmmunity Participatin Trust ( Cmmunity Trust ) and the trustees fr the time being f the Bkni Platinum Mine ESOP Trust (cllectively, the Minrity Sharehlders ), fr a cash cnsideratin f R1.00 (C$0.09) ( Share Cash-Out Cnsideratin ) per Cmmn Share; and (b) RPM fr an aggregate nminal cash cnsideratin f R1.00 (C$0.09) (cllectively, the Buy-Back ); the Tender Optin: Atlatsa will make a tender ffer t purchase fr cancellatin any r all f the Cmmn Shares held by the Cmmunity Trust in exchange fr the Share Cash-Out Cnsideratin fr each Cmmn Share s tendered ( Tender Optin ); the RPM Debt Write-Off; and the ATH Debt Write-Off: RPM will write-ff all debt wing by ATH (Atlatsa s majrity Sharehlder) t it in exchange fr ATH remaining as Atlatsa s cntrlling Sharehlder immediately after the Cmpsite Transactin ( ATH Debt Write-Off ). As at the date f this annuncement, the amunt f the debt subject t the ATH Debt Write-Off amunted t c. R528 millin (C$49 millin). 2.2 Tender Optin The Tender Optin is being made in respect f the Cmmunity Trust nly. The Minrity Sharehlders and RPM will have their Cmmn Shares acquired pursuant t the Buy-Back. The Cmpany wishes t maintain a cnstructive relatinship with the cmmunity surrunding the Bkni Mine and has elected t prvide the Cmmunity Trust with the ptin t pursue a liquidity event thrugh a vluntary participatin in the Tender Optin. The Cmmunity Trust will have the flexibility f tendering all, sme r nne f its Cmmn Shares as part f the Tender Optin, which Cmmn Shares s tendered are t be acquired by the Cmpany and immediately cancelled. The Tender Optin is nt cnditinal upn any minimum number f Cmmn Shares being depsited by the Cmmunity Trust. 2.3 Share Cash-Out Cnsideratin payable in respect f the Buy-Back and the Tender Optin The Buy-Back f the Cmmn Shares f the Minrity Sharehlders and the Tender Optin are priced at R1.00 (C$0.09) per Cmmn Share. The Share Cash-Out Cnsideratin represents the fllwing premiums t the price f the Cmmn Shares n the TSX and JSE: 2

3 apprximately 63.6% and 56.3% t the clsing price f the Cmmn Shares n the TSX and the JSE, respectively, n July 20, 2017, being the date immediately prir t the date f the Previus Annuncement; and apprximately 108% and 100% t the clsing price f the Cmmn Shares n the TSX and the JSE, respectively, n December 11, 2018, being the date immediately prir t the date f this annuncement. 3. REQUIRED SHAREHOLDER APPROVALS The reslutin required t be passed by the Sharehlders in respect f the Arrangement ( Arrangement Reslutin ) must be passed by nt less than: three-quarters (¾) f the vtes cast n the Arrangement Reslutin by r n behalf f the Sharehlders present in persn r represented by prxy at the meeting f Sharehlders; and a simple majrity f the vtes cast n the Arrangement Reslutin by r n behalf f the Minrity Sharehlders present in persn r represented by prxy at the meeting f Sharehlders, (cllectively, the Required Sharehlder Apprvals ). 4. CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT The effectiveness f the Arrangement will be cnditinal upn the fulfilment, satisfactin r waiver (t the extent permitted by the Plan f Arrangement) f, inter alia, the fllwing cnditins: t the extent required, the exchange cntrl authrities f the Suth African Reserve Bank shall have granted apprval fr the transactins cntemplated in the Plan f Arrangement, either uncnditinally r subject t such cnditins as Atlatsa cnfirms t RPM in writing t be acceptable t Atlatsa; the Required Sharehlder Apprvals being btained; the Supreme Curt f British Clumbia shall have granted the final rder, and in the event f an appeal r applicatin fr leave t appeal, final determinatin shall have been made by the applicable appellate curt; the satisfactin r waiver f each f the cnditins precedent in the Transactin Agreements (save fr any cnditin requiring that the Arrangement becme uncnditinal), including in particular, the apprval and cnsent by the Department f Mineral Resurces f Suth Africa in terms f sectins 11 and 102 f the Suth African Mineral and Petrleum Resurces Develpment Act, N. 28 f 2002; and ther cnditins t effectiveness typical fr a transactin f this nature. 5. SPECIAL COMMITTEE FORMAL VALUATION AND FAIRNESS OPINION A cmmittee cmprising f independent nn-executive directrs f the Cmpany (the Special Cmmittee ) was established t cnsider the Arrangement and, if thught advisable, t recmmend t the bard f directrs f Atlatsa ( Bard ) the apprval f the Arrangement. The Special Cmmittee retained Duff & Phelps Canada Limited ( Financial Advisr ) t prepare a frmal valuatin and fairness pinin ( Frmal Valuatin and Fairness Opinin ) in cnnectin with the Arrangement. Subject t the qualificatins and assumptins cntained in the Frmal Valuatin and Fairness Opinin, and based upn certain representatins made t it by and n behalf f the Cmpany, the Financial Advisr cncluded that: the Share Cash-Out Cnsideratin payable t the Minrity Sharehlders pursuant t the Buy-Back is fair frm a financial pint f view t such Minrity Sharehlders; and 3

4 the Prspecting Rights Purchase Cnsideratin payable t the Cmpany in cnnectin with the Prspecting Rights Dispsitin is fair frm a financial pint f view t the Cmpany. The Bard, after cnsulting with its advisrs, and after careful cnsideratin f, amng ther things, the Frmal Valuatin and Fairness Opinin and the recmmendatin f the Special Cmmittee, has: (a) (with directrs f the Cmpany wh have interests in cnnectin with the Arrangement that may present them with actual r ptential cnflicts f interest in cnnectin with the Arrangement ( Cnflicted Directrs ) abstaining) determined that the Arrangement is in the best interests f the Cmpany and is fair t the Sharehlders; and (b) recmmends (with Cnflicted Directrs abstaining) that the Sharehlders vte IN FAVOUR OF the Arrangement Reslutin. A cpy f the Frmal Valuatin and Fairness Opinin will be included in the circular t be mailed t Sharehlders in relatin t the Arrangement ( Circular ). 6. SHAREHOLDER SUPPORT FOR THE COMPOSITE TRANSACTION Hlders f apprximately 89.6% f the Cmmn Shares have entered int vting supprt agreements with Atlatsa, pursuant t which they have agreed t vte (r prcure that their intermediary r brker vtes) all f their Cmmn Shares in favur f the Arrangement Reslutin. 7. FURTHER INFORMATION Further details regarding the Arrangement, the mailing f the Circular and the related salient dates and times pertaining t the Arrangement will be published in due curse. Cpies f the Circular, the Plan f Arrangement, the Transactin Agreements and certain related dcuments will be made available under the Cmpany s prfile n SEDAR at 8. ADVISORS The Special Cmmittee retained Duff & Phelps Canada Limited as its Financial Advisr. One Capital Advisry Prprietary Limited is acting as Atlatsa s exclusive crprate advisr and One Capital Spnsr Services Prprietary Limited is acting as JSE transactin spnsr and JSE spnsr t Atlatsa. Stikeman Ellitt LLP, Cliffe Dekker Hfmeyr Inc. and Skadden, Arps, Slate, Meagher & Flm LLP are acting as the Cmpany s Canadian, Suth African and U.S. legal cunsel, respectively. Kikanyang Inc. is acting as ATH s legal cunsel. 9. QUERIES Fr further infrmatin please cntact Jel Kesler Chief Cmmercial Officer Office: Jel@atlatsa.cm Cautinary Nte regarding Frward Lking Infrmatin This dcument cntains frward-lking statements within the meaning f the applicable Canadian securities laws, that are based n Atlatsa s expectatins, estimates and prjectins as f the dates as f which thse statements are made, including statements relating t the Arrangement, the cmpletin and effective date f the Arrangement, the receipt f necessary apprvals, including applicable curt, sharehlder, gvernmental entity, TSX, JSE and regulatry and ther third-party apprvals and cnsents, the statements made based upn the Frmal Valuatin and Fairness Opinin, the perceived benefits and cmpletin f the Arrangement, the prpsed delisting frm the TSX and the JSE and the business, financial and peratinal perfrmance f the Cmpany. Generally, these frward-lking statements can be identified by the use f frward-lking terminlgy and can be identified by 4

5 wrds such as anticipate, estimate, prject, expect, intend, believe, plan, frecasts, predicts, schedule, frecast, predict, will, culd, may, r their negatives r ther cmparable wrds. Such frward-lking statements and frward-lking infrmatin are based, in part, n factrs and assumptins that may change, thus causing actual results t differ frm thse expressed by the frward-lking statements r frward-lking infrmatin. Such factrs and assumptins include the apprval f the Plan f Arrangement by the curt, sharehlder, gvernmental entities, TSX, JSE and regulatry and ther third-party apprvals and cnsents, and the implementatin f the terms f the Plan f Arrangement, the agreement relating t the Prspecting Rights Dispsitin and the agreement relating t the RPM Debt Write-Off and the ATH Debt Write-Off. Such frward-lking statements and frward-lking infrmatin invlve knwn and unknwn risks, uncertainties and ther factrs that may cause Atlatsa s actual results, perfrmance r achievements t be materially different frm any future results, perfrmance r achievements that may be expressed r implied by such frward-lking statements r frward-lking infrmatin. Such risks and factrs include, but are nt limited t, the failure t satisfy the cnditins t clsing f the Arrangement, including the receipt f the required curt, sharehlder, gvernmental entities, TSX, JSE and ther regulatry and ther third-party apprvals and cnsents, the ccurrence f any event, change r ther circumstance that culd give rise t the terminatin f, r failure t cmplete, the Arrangement, r a material adverse effect with respect t the Cmpany, uncertainties related t the implementatin f the Arrangement; uncertainties related t satisfying the cnditins precedent f the Arrangement; changes in and the effect f gvernment plicies with respect t mining and natural resurce explratin, develpment and explitatin; cntinuing availability f capital and financing; general ecnmic, market r business cnditins; failure f plant, equipment r prcesses t maintain the Bkni Mine n care and maintenance; labur disputes, industrial unrest and strikes; plitical instability; suspensin f peratins and damage t mining prperty as a result f cmmunity unrest and safety incidents; insurrectin r war; delays in btaining gvernment apprvals; and the Cmpany s ability t satisfy the terms and cnditins f the lans and brrwings, as described under Ging Cncern in Nte 2 t the 2018 Q3 Interim Financial Statements, which are available under the Cmpany s prfile n SEDAR at and the risk factrs set frth under Descriptin f Business Risk Factrs in the 2017 AIF. Atlatsa advises sharehlders that these cautinary remarks expressly qualify in their entirety all frward-lking statements and frward-lking infrmatin attributable t Atlatsa r persns acting n its behalf. Atlatsa assumes n bligatin t update any frward-lking statements r frward-lking infrmatin t reflect actual results, changes in assumptins r changes in ther factrs affecting such statements r infrmatin, except as required by law. Sharehlders shuld carefully review the cautinary ntes and risk factrs cntained in this dcument and ther dcuments that Atlatsa files frm time t time with, r furnishes t, the Canadian securities regulatrs and which are als available under the Cmpany s prfile n SEDAR at 5