| UNITED STATES |
|
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
| SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
Atlatsa Resources Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
049477102
(CUSIP Number)
Meroonisha Pillay
Rustenburg Platinum Mines Limited
55 Marshall Street,
Marshalltown, Johannesburg, 2001
Republic of South Africa
+27 11 3736438
(Name, Address and Telephone Number of Person
Authorised to Receive Notices and Communications)
with copy to:
Michael Z. Bienenfeld
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 (0) 20 7456 3660
January 14, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 049477102 | |||||
| |||||
| 1 | Name of Reporting Persons. | |||
| |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | o | ||
|
| (b) | x (See Item 4) | ||
| |||||
| 3 | SEC Use Only | |||
| |||||
| 4 | Source of Funds (See Instructions) | |||
| |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
| |||||
| 6 | Citizenship or Place of Organisation | |||
| |||||
Number of | 7 | Sole Voting Power | |||
| |||||
8 | Shared Voting Power | ||||
| |||||
9 | Sole Dispositive Power | ||||
| |||||
10 | Shared Dispositive Power | ||||
| |||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||
| |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||
| |||||
| 14 | Type of Reporting Person (See Instructions) | |||
Item 1. | Security and Issuer |
| This statement on Schedule 13D relates to the common shares without par value (the “Shares”) of Atlatsa Resources Corporation (previously Anooraq Resources Corporation), a corporation incorporated under the laws of the Province of British Columbia (the “Company”), whose principal executive offices are at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6. |
|
|
Item 2. | Identity and Background. |
| This Schedule 13D is being filed by (i) Rustenburg Platinum Mines Limited (“RPM”), a company incorporated under the laws of the Republic of South Africa, and (ii) Anglo American Platinum Limited (“AAPL”), a company incorporated under the laws of the Republic of South Africa.
RPM, a wholly-owned subsidiary of AAPL, is a major producer of platinum. AAPL, a major producer of platinum, is a public company, with its ordinary shares listed on the Johannesburg Stock Exchange. Anglo American plc (“AA”), a multinational mining company, holds a 77.96 per cent. interest in AAPL and is listed on the London Stock Exchange and the Johannesburg Stock Exchange.
The principal executive offices of RPM and AAPL are located at 55 Marshall Street, Johannesburg, 2107, Republic of South Africa. The principal executive offices of AA are located at 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom.
The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of RPM, AAPL and AA are set forth in Schedule A hereto and are incorporated by reference herein.
During the last five years, none of RPM, AAPL or AA, nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
RPM and AAPL have entered into a Joint Filing Agreement, dated January 24, 2014, a copy of which is filed with this Schedule 13D as Exhibit A, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. |
|
|
Item 3. | Source and Amount of Funds or Other Consideration |
| Prior to January 14, 2013, RPM held 115,800 B1 preference shares of no par value (the “B1 Shares”) in Pelawan Finance SPV Proprietary Limited (“Pelawan SPV”), a wholly owned subsidiary of Atlatsa Holdings Proprietary Limited (“Atlatsa Holdings”). Pelawan SPV held 115,800 B2 preference shares of no par value (the “B2 Shares”) and 111,600 B3 preference shares of no par value (the “B3 Shares”) in Plateau Resources Proprietary Limited (“Plateau”), a wholly-owned subsidiary of the Company.
In accordance with the terms of a framework agreement entered into by, among others, the Company, Plateau, RPM and Atlatsa Holdings on March 27, 2013, on January 14, 2014, RPM’s |
| entire holding of B1 Shares was converted into ordinary shares of Pelawan SPV, and Pelawan SPV’s entire holding of B2 Shares and B3 Shares was converted into ordinary shares of Plateau. On the same date, pursuant to the implementation of certain forward sale agreements, Pelawan SPV received 227,400,000 Shares (representing approximately 66.18 per cent. of the issued ordinary shares of the Company) from the Company as the purchase consideration for the sale of its Plateau ordinary shares, of which RPM received 115,800,000 Shares (representing approximately 26.97 per cent. of the issued ordinary shares of the Company) from Pelawan SPV as the purchase consideration for the sale of the Pelawan SPV ordinary shares held by RPM to Pelawan SPV. |
|
|
Item 4. | Purpose of Transaction |
| RPM acquired the Shares reported herein without the intention of exercising any measure of control over the Company.
On January 22, 2014, RPM sold its holding of 115,800,000 Shares to Atlatsa Holdings for a purchase consideration of ZAR 463.2 million to be paid by way of a vendor financed loan from RPM. Following this disposal, RPM held no interest in the Company.
On or around January 30, 2014, RPM intends to subscribe for 125,000,000 Shares, representing approximately 22.55 per cent. of the issued ordinary shares of the Company for consideration of ZAR 750 million (“Subscription Price”). Following RPM’s acquisition of the Shares on or around January 30, 2014, RPM may decide to dispose of its entire shareholding in the short or medium term.
The Subscription Price will be funded by RPM using cash on hand. The Company will use the full amount of the Subscription Price to reduce Plateau’s indebtedness to RPM.
Except as described above in Item 4 of this Schedule, none of RPM, AAPL or AA currently has any plans or proposals which would be related to, or would result in, any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, RPM retains the right to change its intent to acquire additional Shares or other securities of the Company, and/or to sell or otherwise dispose of all or part of the Shares or other securities of the Company in any manner permitted by law. RPM may engage, from time to time, in ordinary course transactions with financial institutions with respect to the securities described herein. Furthermore, as part of the ongoing evaluation of investment and investment alternatives, RPM, AAPL and AA may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Company or other third parties regarding such matters. |
|
|
Item 5. | Interest in Securities of the Issuer |
| (a) The responses of RPM and AAPL to Rows (11) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.
None of RPM, AAPL or AA hold any Shares in the Company.
The percentage of Shares that was held by RPM prior to the disposal was based on 429,288,473 outstanding Shares as of January 14, 2014.
In addition, the Shares which were deemed beneficially owned by RPM with respect to which such person (i) had sole voting power, (ii) shared voting power, (iii) had sole dispositive power and (iv) shared dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person. |
| Except as disclosed in this Schedule 13D, none of RPM, AAPL or AA, nor, to the best of RPM’s, AAPL’s and AA’s knowledge, any of the persons listed in Schedule A hereto (with the exception of Vinogaren Parmanandhan Pillay (who holds 4,000 Shares)), beneficially owns any Shares or has the right to acquire any Shares.
(b) Except as disclosed in this Schedule 13D, none of RPM, AAPL or AA, nor, to the best of RPM’s, AAPL’s and AA’s knowledge, any of the persons listed in Schedule A hereto (with the exception of Vinogaren Parmanandhan Pillay (who holds 4,000 Shares)), presently has the power to vote or to direct the vote or to dispose or direct the disposition of any other Shares which they may be deemed to beneficially own.
(c) Except as disclosed in this Schedule 13D, none of RPM, AAPL or AA, nor, to the best of RPM’s, AAPL’s and AA’s knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.
(d) To the best knowledge of RPM, AAPL and AA, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by RPM. |
|
|
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Forward sale agreements
In July 2009, the Company and AAPL concluded a transaction in terms of which the Company acquired a 51 per cent. indirect equity interest in the Bokoni group of companies, comprising Bokoni Platinum Holdings Proprietary Limited, and its subsidiaries, Bokoni Platinum Mine Proprietary Limited, Ga Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited and Kwanda Platinum Mine Proprietary Limited (the “Bokoni Group”).
RPM retained a 49 per cent. equity interest in the Bokoni Group.
The funding required by the Company to pay the purchase consideration of ZAR 2.6 billion in respect of its 51 per cent. equity interest in the Bokoni Group was raised through a combination of bank funding and vendor funding.
The vendor funding included the subscription by RPM for B1 Shares in Pelawan SPV for the subscription price of ZAR 1.1 billion. Pelawan SPV, in turn, subscribed for B2 Shares and B3 Shares in Plateau for the aggregate subscription price of ZAR 1.1 billion.
The terms attaching to the B1 Shares, the B2 Shares and the B3 Shares provided for the conversion of such shares into ordinary shares of Pelawan SPV. The subsequent sale of such ordinary shares was carried out pursuant to the forward sale agreements (as described in Item 3 above). Pursuant to the terms of the forward sale agreements, Pelawan SPV was entitled to receive 111,600,000 Shares and RPM was entitled to receive 115,800,000 Shares. |
| �� |
Item 7. | Materials to be Filed as Exhibits |
Exhibit |
| Description |
A |
| Joint Filing Agreement between Rustenburg Platinum Mines Limited and Anglo American Platinum Limited |
|
|
|
B |
| Sale and Purchase Agreement between Atlatsa Holdings Proprietary Limited and Rustenburg Platinum Mines Limited in respect of 115,800,000 common shares in the issued share capital of Atlatsa Resources Corporation |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2014
Rustenburg Platinum Mines Limited |
| |
|
| |
|
| |
By: | /s/ BONGANI NQWABABA |
|
| Signature |
|
|
|
|
|
|
|
| Bongani Nqwababa/Finance Director |
|
| Name/Title |
|
|
| |
|
| |
Anglo American Platinum Limited |
| |
|
| |
|
| |
By: | /s/ BONGANI NQWABABA |
|
| Signature |
|
|
|
|
|
|
|
| Bongani Nqwababa/Finance Director |
|
| Name/Title |
|
SCHEDULE A
The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:
Rustenburg Platinum Mines Limited
Directors and Executive Officers
Name |
| Present Principal |
| Business Address |
| Citizenship |
Christopher Ivan Griffith |
| Chief Executive Officer, AAPL |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Andrew Robert Hinkly |
| Head of Commercial |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| British/American |
|
|
|
|
|
|
|
Pieter Johannes Louw |
| Executive Director, Mining |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Lorato Nelly Mogaki |
| Executive Director, Human Resources |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Johannes Mokoka |
| Head of Business Development |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
July Ndlovu |
| Executive Director, Process Operations |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| Zimbabwean |
|
|
|
|
|
|
|
Bongani Nqwababa |
| Finance Director |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Dean William Pelser |
| Executive Director, Safety, Health and Environment |
| MIB House, 30 General Joubert Street, Polokwane, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Vinogaren Parmanandhan Pillay |
| Executive Director, Joint Ventures |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Martin Poggiolini |
| Company Director, Finance and Performance Management, Corporate Finance |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Gordon Leslie Smith |
| Executive Director, Technical |
| 55 Marshall Street, Johannesburg, 2001, Republic of South Africa |
| South African |
Anglo American Platinum Limited
Directors and Executive Officers
Name |
| Present Principal |
| Business Address |
| Citizenship |
Mark Cutifani |
| Chief Executive, AA |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| Australian |
|
|
|
|
|
|
|
Richard Matthew Wingfield Dunne |
| Company Director |
| P.O. Box 1982, Northcliff, 2115, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Christopher Ivan Griffith |
| Chief Executive Officer |
| 55 Marshall Street, Johannesburg 2107, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Khanyisile Thandiwe Kweyama |
| Executive Director, Anglo American South Africa Limited |
| 44 Main Street, Johannesburg, 2001, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Nkateko Peter Mageza |
| Company Director |
| Unit 6 Kitamani, 34 Pont Road, Bryanston, 2012, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
René Médori |
| Finance Director, AA |
| 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom |
| French |
|
|
|
|
|
|
|
Nombulelo Thokozile Moholi |
| Company Director |
| 34 Merano Crescent, Kyalami Estates, Kyalami, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Mohammed Valli Moosa |
| Company Director |
| 1st Floor, 3 Commerce Square, 39 Rivonia Road, Sandhurst, Sandton, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Dhanasagree Naidoo |
| Company Director |
| 21 Mount Royal , Corner Kopje and Rivonia Road, Morningside, Johannesburg, 2196, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Bongani Nqwababa |
| Financial Director |
| 55 Marshall Street, Johannesburg 2107, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Anthony Martin O’Neill |
| Group Director; Technical, AA |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| Australian |
|
|
|
|
|
|
|
John Meadway Vice |
| Company Director |
| 6 Meyer Street, Oaklands, Johannesburg, 2192, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Peter Graeme Whitcutt |
| Group Director, Strategy and Business Development, AA |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| South African/British |
Anglo American plc
Directors and Executive Officers
Name |
| Present Principal |
| Business Address |
| Citizenship |
David Challen |
| Company Director |
| Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom |
| British |
|
|
|
|
|
|
|
Sir CK Chow |
| Chairman, Hong Kong Exchanges Limited |
| One Harbour View Street, Central, Hong Kong |
| British |
|
|
|
|
|
|
|
Mark Cutifani |
| Chief Executive |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| Australian |
|
|
|
|
|
|
|
Judy Dlamini |
| Chairman, Mbekani Group |
| 3 Melrose Bvd, Melrose Arch, Johannesburg, Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Byron Elmer Grote |
| Company Director |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| British/American |
|
|
|
|
|
|
|
Sir Philip Hampton |
| Chairman, Royal Bank of Scotland plc |
| Gogarburn, Edinburgh, Scotland, EH12 1HQ, United Kingdom |
| British |
|
|
|
|
|
|
|
René Médori |
| Finance Director |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| French |
|
|
|
|
|
|
|
Phuthuma Nhleko |
| Chairman, Pembani Group Limited |
| Worldwide House, 29 Impala Road, Sandton 2146 Republic of South Africa |
| South African |
|
|
|
|
|
|
|
Raymond Gabriel O’Rourke |
| Chairman and Chief Executive, Laing O’Rourke Group |
| Bridge Place, Anchor Boulevard, Admirals Park, Crossways, Dartford, Kent, DA2 6SN, United Kingdom |
| Irish |
|
|
|
|
|
|
|
Sir Thomas John Parker |
| Chairman |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| British |
|
|
|
|
|
|
|
Mphu Keneiloe Ramatlapeng |
| Executive Vice-President, HIV AIDS & TB Clinton Health Access |
| 383 Dorchester Avenue, Suite 400 Boston MA 02127, United States |
| Lesotho |
|
|
|
|
|
|
|
James Edmund Rutherford |
| Company Director |
| 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom |
| British |
|
|
|
|
|
|
|
Anne Stevens |
| Chairman, SA IT Services |
| SA IT Services, 3000 Northfield Place, Roswell, GA 30076, United States |
| American |
|
|
|
|
|
|
|
Jack Edward Thompson |
| Company Director |
| 3119 Stonegate Drive, Alamo CA 94507, United States |
| American |
|
|
|
|
|
|
|
Paulo Roberto Castellari-Porchia |
| CEO, Iron Ore Brazil |
| Minério de Ferro Brasil Av. Das Américas 3443, bl 3 - 2º andar Barra da Tijuca Rio de Janeiro RJ Brasil — 22631-003 |
| Brazilian |
Name |
| Present Principal |
| Business Address |
| Citizenship |
Seamus French |
| CEO, Thermal Coal & Metallurgical Coal |
| Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom |
| Irish |
|
|
|
|
|
|
|
Christopher Ivan Griffith |
| CEO, Platinum |
| Anglo American Platinum Limited 55 Marshall Street Johannesburg 2001 South Africa |
| South African |
|
|
|
|
|
|
|
Khanyisile Thandiwe Kweyama |
| Executive Director, Anglo American South Africa Limited |
| Anglo American South Africa Limited 44 Main Street Johannesburg 2001 South Africa |
| South African |
|
|
|
|
|
|
|
Philippe Jean Claude Mellier |
| CEO, De Beers Group |
| De Beers Group 17 Charterhouse Street London EC1N 6RA United Kingdom |
| French |
|
|
|
|
|
|
|
Norman Bloe Mbazima |
| CEO, Kumba Iron Ore Limited |
| Kumba Iron Ore Limited Gateway Office Park Centurion 124 Akkerboom Road Centurion 0157 South Africa |
| Zambian |
|
|
|
|
|
|
|
Anthony Martin O’Neill |
| Group Technical Director |
| Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom |
| Australian |
|
|
|
|
|
|
|
Mervyn Alexander Stephen Walker |
| Group Director, HR & Corporate Affairs |
| Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom |
| British |
|
|
|
|
|
|
|
Duncan Graham Wanblad |
| Group Director, Other Mining Industries |
| Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom |
| South African |
|
|
|
|
|
|
|
Peter Graeme Whitcutt |
| Group Director, Strategy & Business Development |
| Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom |
| South African/British |
EXHIBIT INDEX
Exhibit |
| Description |
A |
| Joint Filing Agreement between Rustenburg Platinum Mines Limited and Anglo American Platinum Limited |
|
|
|
B |
| Sale and Purchase Agreement between Atlatsa Holdings Proprietary Limited and Rustenburg Platinum Mines Limited in respect of 115,800,000 common shares in the issued share capital of Atlatsa Resources Corporation |
