The original mandatory offer to purchase control of RBPlats left wiggle room to adjust the offer, depending on the size of RBPlats’s dividend. From Moneyweb.
Impala Platinum says it won’t amend its offer for Royal Bafokeng Platinum (RBPlat) shares, now that RBPlats has announced its 2021 year-end results and declared a 535c dividend.
RBPlats was thrown into play in October last year when Implats made an offer to acquire 100% of its shares.
RBPlats shareholder Royal Bafokeng Holdings countered this by selling nearly 33% to Northam Platinum, prompting Implats to up its offer to R90 cash and 0.30 in Implats per RBPlat share acquired.
That offer became mandatory once Implats pushed its shareholding in RBPlat past the 35% mark.
Implats left itself some wiggle room to reduce its offer in the event that RBPlat paid out all its cash in dividends, but that didn’t happen. The RBPlat dividend of 535c is in line with its previously stated distribution policy.
We are now in the interesting position of having roughly 80% of RBPlat in the hands of just three shareholders:
- Implats (35.66%),
- Northam (about 35%), and
- The Public Investment Corporation (10%).
That reduces the available free float of shares down to just a few percent once tracker funds are excluded.
These tracker funds will have to sell some of their shares when rebalancing portfolios at the end of March in order to comply with free float and liquidity requirements. They will have a ready buyer in the form of Implats, whose mandatory offer to acquire RBPlats closes on June 17 2022.
Another interesting aspect to the story is that Northam cannot be counted out of the race just yet.
It issued a Sens announcement on December 9 2021 advising shareholders that it believed the RBPlat announcement that a mandatory offer had been triggered by the Northam offer was misleading, and that it planned to raise this with the JSE’s Takeover Regulation Panel (TRP).
Though Northam cannot be counted out, it has a long way to go before it can execute a mandatory offer to RBPlats shareholders – it would have to do due diligence, get shareholder approval and find the money for a buyout.
Implats is a lot further ahead in its journey, having accomplished all of the above.
The proposed offer by Implats is now with the Competition Commission, which must give its blessing before Implats increases its shareholding above 40%.
The RBPlat board recommended that shareholders go with the Implats offer.
A bigger balance sheet, plenty of cash, and the prospect of earning dividends from the Implats international portfolio of assets appear to have swung the decision.
There is a possibility that Implats may end up with majority control, but with Northam as a roughly 35% shareholder. Northam has already indicated that it will raise objections with the TRP, and perhaps with the Competition Commission, raising the prospect of a testy relationship between the two largest shareholders.
Implats appears to have anticipated this, but the likelihood is that once the deal is bedded down, the two parties will have to find a way to work together.
Implats has announced that it still reserves the right to reduce the offer for RBPlat should there be any further payment of dividends by RBPlat before the mandatory offer is closed.
