THE latest development in the battle for control of Royal Bafokeng Platinum (RBPlat) between Northam Platinum (Northam) and Impala Platinum (Implats) is that Northam may be gearing up to make an offer to RBPlat minorities to contest the offer already on the table from Implats.
Asked to confirm an offer was coming following publication of a notice today by RBPlat about “an unsolicited approach” from Northam “regarding its interest to acquire all or a portion of the voting securities of RBPLat”, Northam CEO Paul Dunne replied: “There will be no comment from Northam at this stage”.
Linked to this approach RBPlat also reported that Northam had withdrawn its requisition notice for the RBPlat board to hold a general meeting to appoint Dunne and Northam CFO Aletta Coetzee as directors of Northam.
Northam made this request on November 25 after buying an initial 32.7% stake in RBPlat from Royal Bafokeng Holdings (RBH) and so blocking the offer made by Implats which was looking to carry out a 100% takeover of RBPlat.
A likely reason for Northam not wanting to have directors on the RBPlat board is to avoid any conflict of interest over issues which could affect its ability to vote its shares if required.
According to RBPlat, the unsolicited approach from Northam contained no details about the timing or the commercial and financial terms of a possible offer. But Northam has requested it be allowed to carry out a due diligence on RBPlat “on the same basis” as the due diligence previously carried out by Implats.
The RBPlat statement said the company’s independent board “will deliberate” on the Northam approach and “will make an appropriate determination relating thereto consistent with its duties under applicable laws to act in the best interests of all the shareholders of RBPlat”.
The statement noted that the RBPlat board had previously rejected a non-binding offer letter from Northam dated October 11 specifically over the proposed offer terms it contained. Northam subsequently bought the 32.7% stake from RBH.
RBlat said it had also made submissions to the Takeover Regulation Panel regarding “the possible trigger of a mandatory offer in terms of section 123 of the Companies Act” because of Northam’s various dealings in RBPlats shares.
RBPlat statement “misleading”
Northam later responded in a statement to the Johannesburg Stock Exchange that RBPlat’s statement was “misleading” and that its approach was not the trigger of a mandatory offer for its shares.
Northam confirmed however that on December 8 it “submitted a letter to the RBPlat board … expressing its interest to continue the parties’ engagement in relation to a potential offer by Northam for all or a portion of the remaining shares in RBPlat”.
RBPlat had earlier confirmed it remained committed to progressing discussions with Northam from as early at October 11 following a non-binding offer letter submitted by Northam, Northam said.
Northam paid R180 a share in cash and shares for the RBH stake and any offer it makes over the next six months must be on the same ratio of cash and shares.
Implats group executive for corporate affairs, Johan Theron commented: “We have noted the announcement from RBPlat. Ours is the only offer on the table and we are confident it offers compelling value. There is an absence of certainty over whether Northam will or will not make an offer in the fullness of time.”
Additional reporting by David McKay