Royal Bafokeng Platinum (RBPlats) informed its shareholders that it was engaging with its advisors and the regulators as to the appropriate next steps after Northam Platinum Holdings complained about shares given to retiring RBPlats CEO and chief operating officer.
This follows RPBlats announcing on April 26, 2022, the retirement of the CEO Steve Phiri and the COO Neil Carr, as well as the conclusion of new fixed-term contracts with the two executives.
“This resulted in the pro-rated accelerated vesting of 560 176 RBPlat shares awarded to the CEO and the COO, in terms of the RBPlat share incentive scheme. The share issuance was approved by the Takeover Regulation Panel (TRP) before being implemented,” RBPlats.
According to RBPlat, Northam subsequently lodged a complaint with the TRP, alleging that the share issuance, and the contractual arrangements entered into with the CEO and COO, contravened Section 126 of the Companies Act, 2008.
“RBPlat disputed this and the complaint was dismissed by the TRP,” it said.
RBPlat said Northam appealed against the TRP’s decision to the Takeover Special Committee (TSC) following regulation 118 (8) of the Companies Regulations, 2011.
“The TSC found that the share issuance contravened Section 126 of the Companies Act and that RBPlat must correct the contravention in a manner provided for in the Companies Act and Regulations. The TSC further ordered the TRP, or an investigator appointed by the TRP, to investigate Northam’s complaint in its entirety under Section 169 (1) of the Companies Act as expeditiously as possible,” the miner said.
RBPlat said it is of the view that the ruling given by the TSC is both legally and factually flawed, and is engaging with its advisors and the regulators as to the appropriate next steps.
Northam is in involved in a takeover war over RBPlat with Impala Platinum. Northam tabled a formal offer to acquire all remaining shares that it doesn’t own already in Royal Bafokeng Platinum (RBPlat) at R172.70 a share this month.
BUSINESS REPORT