Harmony Gold prices US$500m convertible bond due 2031

Harmony Gold Mining Company Limited has priced an offering of US$500 million in guaranteed senior unsecured convertible bonds due 2031, the company said in an announcement dated Tuesday, 22 September 2026.

The bonds will be issued at 100% of their principal amount, or US$200,000 per bond, and will pay a coupon of 1.500% a year. Interest is payable semi-annually in arrear in equal instalments on 29 March and 29 September, for the first time on 29 March 2027. Unless they are previously redeemed, converted or purchased and cancelled, the bonds will be redeemed at their principal amount on or around 29 September 2031.

The initial conversion price is ZAR 418.60, which Harmony puts at US$25.7519. That represents a premium of 40.0% above the reference share price, being the placement price per share determined in the concurrent offering of existing shares, which the company calls the Delta Placement.

Subject to future adjustments, the bonds will be convertible into approximately 19.4 million ordinary shares, about 3.0% of Harmony’s current issued ordinary share capital. Harmony said it will be able to elect, at its discretion, to deliver the shares underlying the bonds or to exercise a net share settlement option to limit dilution.

The conversion period begins on the 41st business day after the issue date, expected to be on or around 29 September 2026. Harmony said it 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.

Net proceeds from the offering are intended for general corporate purposes.

“The Offering reflects a proactive and disciplined approach to balance sheet management from a position of strength. It enhances funding efficiency, diversifies our capital sources and optimises our funding profile. Our capital programme remains fully funded, and we remain confident in Harmony’s ability to continue creating long-term value for shareholders,” chief executive officer Beyers Nel said in the announcement.

Payments on the bonds are 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.

In the Delta Placement, the joint bookrunners concurrently placed approximately 4.1 million existing Harmony shares on behalf of a limited number of bond buyers who wanted to sell shares short to hedge the market risk of an investment in the bonds. The placement price was ZAR 299.00, or US$18.3942, a share. Harmony said it will receive no proceeds from that placement.

In the context of the offering, Harmony, the guarantors and their respective subsidiaries agreed to a lock-up on equity and equity-related securities for 90 calendar days from the issue date, subject to certain exceptions and waiver by the joint global coordinators.

Citigroup and J.P. Morgan acted as joint global coordinators and joint bookrunners. ABSA Bank Limited, FirstRand Bank Limited and Nedbank Limited acted as co-lead managers.

Harmony said no prospectus is required for the offering under EU rules or the South African Companies Act, and that none will be published. The announcement states that no public offer is being made in connection with the bonds, and that any offering in South Africa 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 in the United States, Australia, Canada or Japan.

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

Source: Harmony Gold, Harmony prices US$500 million guaranteed senior unsecured convertible bonds