Harmony Gold launches US$500m convertible bond offering

Harmony Gold Mining Company Limited has launched an offering of US$500 million in guaranteed senior unsecured convertible bonds due 2031, the company announced on Monday, 21 September 2026.

The bonds will be issued at 100% of their principal amount, or US$200,000 per bond, and are expected to pay a coupon of between 1.500% and 2.000% a year, paid semi-annually in arrears on 29 March and 29 September, first on 29 March 2027. Unless redeemed, converted or bought back and cancelled, they will be redeemed at principal on or around 29 September 2031.

Harmony said the net proceeds are intended for general corporate purposes. In the announcement, chief executive officer Beyers Nel said the offering reflects a proactive and disciplined approach to balance sheet management from a position of strength, and that it enhances funding efficiency, diversifies capital sources and optimises the funding profile. The capital programme remains fully funded, he said, and the company remains confident in its ability to continue creating long-term value for shareholders.

Payment on the bonds will be guaranteed by a list of group entities including Harmony Gold (Australia) Pty Limited, African Rainbow Minerals Gold Limited, Avgold Limited, Chemwes Proprietary Limited, Golden Core Trade and Invest Proprietary Limited, Freegold (Harmony) Proprietary Limited, Randfontein Estates Limited, Harmony Copper Limited, Harmony Moab Khotsong Operations Proprietary Limited, MAC Copper Limited, Cobar Management Pty. Limited, Metals Acquisition Corp. (Australia) Pty Ltd and Eva Copper Mine Pty Ltd.

The initial conversion price is expected to be set at a premium of 35.0% to 40.0% above the reference share price, which is the subscription price of the Delta Placement converted into US dollars at the USDZAR exchange rate at the time of pricing. Harmony said the bonds will, subject to future adjustments, be convertible into about 18.9 million ordinary shares, roughly 2.9% of its current issued ordinary share capital. The company will be able to elect to deliver shares or to use a net share settlement option to limit dilution.

Harmony may redeem all, but not some, of the bonds at principal plus accrued unpaid interest from 20 October 2029 if the Parity Value equals or exceeds US$300,000 for a specified period, or at any time if 85% or more of the principal originally issued has been converted, redeemed, or bought back and cancelled. Bondholders may require redemption at principal plus accrued unpaid interest after a Change of Control or a De-Listing Event.

The bonds are being offered by way of an accelerated bookbuild to qualified investors only. Final terms are expected after pricing, expected later on Monday, with an issue date expected on or around 29 September 2026. Harmony expects to apply for the bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange within 30 days of the issue date. The company, the guarantors and their subsidiaries will agree to a 90-day lock-up on equity and equity-related securities from the issue date, subject to exceptions and waiver by the Joint Global Coordinators.

Citigroup and J.P. Morgan are Joint Global Coordinators and Joint Bookrunners. ABSA Bank Limited, FirstRand Bank Limited and Nedbank Limited are Co-Lead Managers.

Alongside the offering, the Joint Global Coordinators will organise a simultaneous limited placement of existing ordinary shares, the Delta Placement, on behalf of certain subscribers to facilitate hedging. The placement price will be set through a separate accelerated bookbuild. Harmony will receive no proceeds from any sale of existing shares in the Delta Placement.

Harmony said no prospectus is required for the offering under Regulation (EU) 2017/1129 or the South African Companies Act, 2008, and that none will be published. The announcement states that no offer to the public is being made in South Africa and that any issue or offering of the bonds in the country is made only to selected investors falling within the exemptions in section 96(1)(a) or (b) of the Companies Act. The bonds are not being offered or sold in the United States, Australia, Canada or Japan.

Jared Coetzer is Harmony’s head of investor relations. J.P. Morgan Equities South Africa Proprietary Limited is the sponsor.

Source: Harmony Gold, Harmony launches an offering of US$500 million guaranteed senior unsecured convertible bonds