Platinum group metals (PGMs) miner Impala Platinum (Implats) has informed shareholders of an extension of the conclusion of its proposed buyout of fellow PGMs miner Royal Bafokeng Platinum (RBPlat), from December 30 to January 31, as the final condition precent of receiving a compliance certificate from the Takeover Regulation Panel (TRP) remains outstanding.

Implats said on December 15 that it had submitted its request for the issuance of the TRP compliance certificate on November 16, supported by having achieved full compliance with the requirements of the TRP code.

“Notwithstanding this, the TRP has indicated that challenges submitted by [PGMs producer] Northam related to certain alleged noncompliance of the TRP code by RBPlat, which has withheld the issuance of the compliance certificate to date.

“Implats understands the TRP is engaging with RBPlat and Northam to resolve the challenges raised,” the company said.

Implats said it continues to engage with the TRP in a constructive manner to resolve the delay in issuing the compliance certificate and reserve its rights in the event that the issue is not timeously resolved.

The compliance certificate remains the only condition precedent outstanding to declare the merger offer unconditional.

Owing to this, Implats has requested that the JSE approval for the listing of the offer consideration shares be withdrawn, as the offer consideration shares cannot be listed without the compliance certificate. The company said it would re-apply for this approval from the JSE when it is able to so.

Implats reminded shareholders that, should the compliance certificate not be issued by the longstop date, it was not obligated to further extend the longstop date, which would result in the acquisition offer lapsing.

Implats advised that the closing date of the offer would now be extended to at least January 27 next year.

NORTHAM COMPLAINT

On November 9, Northam published a firm intention announcement (FIA) to RBPlat shareholders. Implats said the FIA contained a high degree of conditionality and execution risk associated with the intended offer by Northam.

Implats filed a complaint with the TRP on November 30 in relation to the FIA, raising various issues of non-compliance with relevant laws and regulations.

Implats said it would continue to pursue this complaint and subsequent further issues related to Northam’s further announcements made thereafter.

It pointed to Northam’s December 12 reference to false information published by the TRP on September 13 and November 11, which allegedly reported “misleading and factually incorrect communication sent by third parties to certain RBPlat shareholders requiring them to make an immediate election in respect of the Implats offer”.

“Both Implats and RBPlat categorically denied, and continue to deny, any part or contribution to any such misleading and factually incorrect communication that may or may not have been sent to certain shareholders, which the TRP accepted,” Implats said.

Both Implats and RBPlat have formally requested the TRP to initiate an urgent investigation to identify the source of the problematic communication.

“The TRP has to date provided no formal feedback to Implats or RBPlat with regards to any such investigation or findings therefrom,” Implats said.