Blueprint
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR
15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF
1934
For June 5,
2018
Harmony Gold Mining Company
Limited
Randfontein
Office Park
Corner Main Reef
Road and Ward Avenue
Randfontein,
1759
South
Africa
(Address of principal executive
offices)
*-
(Indicate by
check mark whether the registrant files or will file annual reports
under cover of Form 20- F or Form 40-F.)
(Indicate by
check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.)
Harmony Gold Mining Company Limited
Registration
number 1950/038232/06
Incorporated in
the Republic of South Africa
ISIN:
ZAE000015228
JSE share code:
HAR
(“Harmony”
or the "Company")
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD REQUIRE
APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL (EACH, A
“RESTRICTED JURISDICTION”). THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (THE “UNITED STATES”), CANADA,
AUSTRALIA OR JAPAN, OR IN ANY RESTRICTED JURISDICTION. PLEASE SEE
THE “IMPORTANT NOTICE” SECTION AT THE END OF THIS
ANOUNCEMENT.
PROPOSED PLACING OF NEW ORDINARY SHARES
Harmony Gold
Mining Company Limited (“Harmony” or the
“Company”)
announces its intention to conduct a placing (the
“Placing”) of
new ordinary shares in the Company (“Placing Shares”) to qualifying
investors to raise up to ZAR1.26 billion / US$100 million (the
"Proceeds"), which
represents approximately 15 per cent of the Company’s
existing issued ordinary share capital based on the closing share
price as at 5 June 2018. The Placing is being conducted through an
accelerated bookbuilding process (the “Bookbuild”) which will be launched
immediately following this Announcement.
Use of proceeds
As announced on
20 February 2018, Harmony has successfully completed the Moab
Khotsong acquisition, with the transaction becoming effective on 1
March 2018. This value-accretive acquisition is in line with
Harmony’s strategy to grow, produce safe profitable ounces
and increase margins. Harmony believes the acquisition will enhance
its position as a robust cash-generative gold mining company, with
a proven track-record of running assets effectively and
efficiently.
The net proceeds
of the Placing will be used to pay down part of the outstanding
US$150 million bridge loan raised for the acquisition of Moab
Khotsong, as approved by Harmony shareholders on 1 February 2018.
US$50 million of the initial bridge loan of US$200 million drawn
was repaid in April 2018. The remaining balance outstanding on the
bridge loan (following the use of the proposed Placing proceeds) is
expected to be repaid from internal operating cash flows, existing
cash resources and existing undrawn debt facilities. The
Bookrunners (as defined below) or their respective affiliates are
lenders under the bridge loan.
Details of the Placing
The Placing will
be conducted through the Bookbuild and the book will open with
immediate effect following this Announcement. J.P. Morgan
Securities plc and UBS AG, London Branch are acting as Joint Global
Co-ordinators and Joint Bookrunners (the "Joint Global Co-ordinators") and Nedbank
Limited (acting through its Corporate and Investment Banking
division) and Absa Bank Limited (acting through its Corporate and
Investment Banking division) are acting as Joint Bookrunners (the
“Joint
Bookrunners”) in connection with the Placing. The
Joint Global Co-ordinators and the Joint Bookrunners are
collectively referred to as the “Bookrunners”.
The Placing will
be carried out under the vendor consideration placing rules in
terms of paragraph 5.62 of the JSE Limited ("JSE") Listings Requirements. The
Bookbuild is being offered to qualifying investors only (as set out
in greater detail under “Important Notice” below) and
is not an offer to the public in any jurisdiction.
The price per
share at which the Placing Shares are to be placed (the
“Placing Price”)
will be determined at the close of the Bookbuild. The timing of the
closing of the Bookbuild, the Placing Price and allocations are at
the discretion of Harmony and the Bookrunners. Details of the
number of Placing Shares and the Placing Price will be announced as
soon as practicable following the closing of the Bookbuild. Listing
and trading ("Admission") of
the Placing Shares on the JSE is expected to commence on or around
11 June 2018 (or such later date as may be agreed between the
Company and the Bookrunners) and that dealings in the Placing
Shares will commence at the same time. The Placing is conditional
upon, amongst other things, Admission of the Placing Shares on the
JSE becoming effective and the placing agreement between the
Company, the Joint Global Co-ordinators and the Joint Bookrunners
not being terminated in accordance with its terms prior to
Admission.
The Placing
Shares, when issued, will rank pari passu in all respects with the
existing Harmony ordinary shares, including the right to receive
all dividends and other distributions declared, made or paid after
the date of issue of the Placing Shares.
Harmony has
agreed, subject to certain exclusions, to a lock-up of 90 days from
settlement of the Placing.
Participation of ARM
African Rainbow
Minerals Limited ("ARM"),
Harmony's strategic black economic empowerment partner, has agreed,
at the price determined by the Bookbuild, to subscribe for so many
shares as necessary to ensure that its current shareholding of
14.29% will be maintained post the Placing. ARM's participation is
subject to Harmony shareholder approval and will form part of the
Proceeds.
Notes
The US dollar to
South African rand exchange rate used in this Announcement is 12.6
as at noon South Africa time.
Johannesburg
5 June
2018
For further
information please contact:
Lauren
Fourie
Investor
Relations Manager
+27 (0) 71 607
1498 (mobile)
Marian van der
Walt
Executive:
Corporate and Investor Relations
+27 (0) 82 888
1242 (mobile)
JSE Sponsor: J.P.
Morgan Equities South Africa Proprietary Limited
Joint Global
Co-ordinators: J.P. Morgan Securities plc and UBS AG, London
Branch
Joint
Bookrunners: Nedbank Limited (acting through its Corporate and
Investment Banking division) and Absa Bank Limited (acting through
its Corporate and Investment Banking division)
South African
legal counsel to the Company: Bowman Gilfillan Inc.
International
legal counsel to the Company: Hogan Lovells International
LLP
Legal counsel to
the Joint Global Co-oridnators and Joint Bookrunners: Davis Polk
& Wardwell London LLP
IMPORTANT NOTICE
This Announcement
is for information purposes only and shall not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in the United States or any other Restricted
Jurisdiction. This Announcement and the information contained
herein is restricted and is not for publication or distribution,
directly or indirectly, in whole or in part, in or into the United
States, Canada, Australia or Japan, or in any other Restricted
Jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The Placing
Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (“Securities Act”),
or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, delivered or otherwise distributed in or into the United
States absent registration, except in reliance on an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offering
of the Placing Shares in the United States or in any other
Restricted Jurisdiction.
THE PLACING SHARES PURCHASED BY PERSONS OUTSIDE THE UNITED STATES
MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE
DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS
DEFINED BY REGULATION S UNDER THE SECURITIES ACT) OR DEPOSITED INTO
THE COMPANY’S AMERICAN DEPOSITARY RECEIPT (“ADR”)
PROGRAM UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE
PLACING AND THE COMPANY’S ADRS MAY NOT BE USED IN ANY HEDGING
TRANSACTION THAT INCLUDES THE PLACING SHARES AND BY PURCHASING
PLACING SHARES IN THE OFFERING FROM OUTSIDE THE UNITED STATES, YOU
WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
The Company will
instruct Deutsche Bank Trust Company Americas, as depositary, not
to accept any Placing Shares for deposit into the Company’s
American Depositary Receipt Program in exchange for the issueance
of ADRs evidencing Harmony’s American Depositary Shares for
40 days after settlement of the Placing.
Any offer, sale,
resale, delivery or other distribution of the Placing Shares within
the United States during this 40 day period by any dealer (whether
or not participating in the Placing) may violate the registration
requirements of the Securities Act if such offer or sale is made
otherwise than pursuant to an exemption from, on in a transaction
not subject to, the registration requirements of the Securities
Act.
In South Africa,
the Placing will only be made by way of separate private placements
to: (i) selected persons falling within one of the specified
categories listed in section 96(1)(a) of the South African
Companies Act, 71 of 2008, as amended ("South African Companies
Act"); and (ii) selected persons, acting as principal, acquiring
Placing Shares for a total acquisition cost of R1,000,000 or more,
as contemplated in section 96(1)(b) of the South African Companies
Act ("South African Qualifying Investors"). This Announcement is
only being made available to such South African Qualifying
Investors. Accordingly: (i) the Placing is not an “offer to
the public” as contemplated in the South African Companies
Act; (ii) this Announcement does not, nor does it intend to,
constitute a “registered prospectus” or an
“advertisement”, as contemplated by the South African
Companies Act; and (iii) no prospectus has been filed with the
South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this Announcement
does not comply with the substance and form requirements for a
prospectus set out in the South African Companies Act and the South
African Companies Regulations of 2011, and has not been approved
by, and/or registered with, the CIPC, or any other South African
authority.
The information
contained in this Announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial
Advisory and Intermediary Services Act, 37 of 2002, as amended
("FAIS Act") and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction
in respect of the Placing Shares or in relation to the business or
future investments of the Company, is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. The Company is
not a financial services provider licensed as such under the FAIS
Act.
No public
offering of the Placing Shares is being made in the United Kingdom.
In the United Kingdom, all offers of the Placing Shares will be
made pursuant to an exemption under the Prospectus Directive (as
defined below) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000, as amended (“FSMA”) does
not apply. No prospectus will be made available in connection with
the Placing and no such prospectus is required to be published in
accordance with the Prospectus Directive.
This Announcement
is for information purposes only and is directed only at persons in
Member States of the European Economic Area who are (a) qualified
investors (“Qualified Investors”) within the meaning of
article 2(1)(e) of the EU Prospectus Directive (which means
Directive 2003/71/EC as amended, and includes the 2010 PD Amending
Directive (Directive 2010/73/EU) to the extent implemented in the
relevant Member State) (the “Prospectus Directive”) and
(b) in the United Kingdom and (i) investment professionals falling
within Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”),
(ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order or (iii) other persons to whom they may lawfully be
communicated, all such persons together being referred to as
“Relevant Persons”. In Member States of the European
Economic Area, this Announcement must not be acted on or relied on
by persons who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
This Announcement
has been issued by, and is the sole responsibility of, the Company.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by J.P. Morgan Securities plc or UBS AG,
London Branch (the “Joint Global Co-ordinators”), or
Nedbank Limited (acting through its Corporate and Investment
Banking division) or Absa Bank Limited (acting through its
Corporate and Investment Banking division) (the “Joint
Bookrunners”, together with the Joint Global Co-ordinators,
the “Bookrunners”), or by any of their respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Each Bookrunner
and its respective affiliates are acting solely for the Company and
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on each Bookrunner or its affiliates by
its respective regulatory regimes, neither any Bookrunner nor any
of its respective affiliates accepts any responsibility whatsoever
for the contents of the information contained in this Announcement
or for any other statement made or purported to be made by or on
behalf of any Bookrunner or any of its respective affiliates in
connection with the Company, the Placing Shares or the Placing.
Each Bookrunner and each of its respective affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by each Bookrunner or any of its respective
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
The distribution
of this Announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or any Bookrunner that would permit an
offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunners to inform themselves
about, and to observe, such restrictions.
This Anouncement
contains forward-looking statements within the meaning of the safe
harbor provided by Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, and Section 27A of the Securities Act with
respect to the Company’s financial condition, results of
operations, business strategies, operating efficiencies,
competitive positions, growth opportunities for existing services,
plans and objectives of management, markets for stock and other
matters. These include all statements other than statements of
historical fact, including, without limitation, any statements
preceded by, followed by, or that include the words
“targets”, “believes”,
“expects”, “aims”, “intends”,
“will”, “may”, “anticipates”,
“would”, “should”, “could”,
“estimates”, “forecast”,
“predict”, “continue” or similar
expressions or the negative thereof.
Any
forward-looking statements, including, among others, those relating
to the Company’s future business prospects, revenues and
income, wherever they may occur in this Announcement, are
necessarily estimates reflecting the best judgment of the
Company’s senior management and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, you should not place undue reliance on forward-looking
statements as a prediction of actual results. Statements contained
in this Announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. No statement in this Announcement is or is
intended to be a profit forecast or profit estimate or to imply
that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company.
The information
contained in this Announcement is subject to change without notice
and, except as required by applicable law, the Company and each
Bookrunner do not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
in it and nor do they intend to.
This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of
publicly available information, which has not been independently
verified by any Bookrunner.
The information
in this Announcement may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever.
Any forwarding, distribution, reproduction or disclosure of this
information in whole or in part is unauthorised. Failure to comply
with this directive may result in a violation of the Securities Act
or the applicable laws of other jurisdictions.
This Announcement
does not represent the announcement of a definitive agreement to
proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed. Harmony reserves the right
not to proceed with the Placing or to vary any terms of the Placing
in any way.
The Placing
Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the Johannesburg Stock
Exchange.
Persons who are
invited to and who choose to participate in the Placing by making
an offer to take up Placing Shares, will be deemed to have read and
understood this Announcement in its entirety and to be making such
offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained herein. Each such placee represents, warrants and
acknowledges that it is a person eligible to purchase or subscribe
for the Placing Shares in compliance with the restrictions set
forth herein and applicable laws and regulations in its home
jurisdiction and in the jurisdiction (if different) in which it is
physically resident. Unless otherwise agreed in writing, each
placee represents, warrants and acknowledges that it is (a) not
located in, a resident of, or physically present in, the United
States, Canada, Australia, Japan or any Restricted Jurisdiction and
it is not acting on behalf of someone who is located in, a resident
of, or physically present in, the United States, Canada, Australia,
Japan or any Restricted Jurisdiction and (b) not a U.S. person (as
that term is defined in Regulation S under the Securities
Act).
Information to
Distributors
Solely for the
purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as
amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the MiFID
II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
NOTWITHSTANDING
ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT
AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE
PLACING SHARES.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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Harmony Gold Mining Company
Limited
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Date: June 5,
2018
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By:
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/s/ Frank Abbott
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Name
Frank
Abbott
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Title
Financial
Director
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