Panel finds Northam did not trigger a mandatory offer to all RBPlat shareholders | Fin24

Royal Bafokeng Platinum mine is located near Rustenberg in the North-West. Photo: Royal Bafokeng

The Takeover Regulation Panel has ruled in favour of Northam Platinum and determined that the platinum miner’s acquisition of Royal Bafokeng shares has not triggered a mandatory offer be extended to all shareholders.

The panel, a regulatory body established in terms of the Companies Act, launched a probe into whether Northam had possibly triggered a mandatory offer after a request to do so was submitted by the independent board of Royal Bafokeng Platinum (RBPlat).

Northam late last year acquired just shy of 35% RBPlat from its parent company Royal Bafokeng Holdings in a contentious deal which stunned the market and rival bidder Impala Platinum. The company had also secured an option to potentially take its shareholding up to more than 38% over time.

When a shareholder acquires 35% or more of a company, it triggers a mandatory offer and so is obliged to offer to buy out all shareholders on the same terms. The RBPlat independent board thought this might be the case but Northam, which has paid a premium for the shareholding, denied it was so.

“Northam is pleased to advise that the TRP has today, 30 March 2022, ruled in favour of Northam’s position that the alleged mandatory offer has not been triggered and accordingly, the RBP TRP submission has been dismissed,” the company said in a statement.

But RBPlat said the independent board may, in terms of the Companies Regulations, apply to the Takeover Special Committee for a hearing regarding the panel’s ruling within five business days after receiving the ruling.  The independent board is in the process of taking advice regarding its obligations and the way forward, RBPlat said. 

Impala Platinum has issued an offer to all shareholders and has so far acquired over 37% of RBPlat.

Northam will release its annual results on Thursday.