Announcements 2013

Zondereinde strike: update 4

The board of Northam Platinum has taken note of a memorandum delivered by the NUM to Zondereinde management on Tuesday 12 November requesting its involvement in the wage negotiation process.


Johannesburg, Wednesday 13 November 2013. The board of Northam Platinum has taken note of a memorandum delivered by the NUM to Zondereinde management on Tuesday 12 November requesting its involvement in the wage negotiation process. The directors would like to clarify the respective roles and functions of the board and management as follows:

  • The board’s role is to provide management with a mandate in the wage negotiation process, not to get involved in the day to day management functions.
  • The board conscientiously considered all the relevant factors before having provided management with a wage negotiation mandate.
  • At all times executive management updates the board on developments at the negotiating table.

The company would like to reiterate that the union has not indicated any willingness to move from its demand for basic wage increases of R2 000 and R2 100 per month for core and non-core employees respectively, and a living out allowance of R3 718. These demands equate to wage increases of between 22% and 43% and an increase in the living out allowance of 69%. In addition to the basic wage demands above, all the other demands would have the effect of increasing the company’s wage bill by 61%.

Management has acted on the board’s mandate. The company has revised its offer three times. Given the economic conditions in the platinum industry, the current offer is the maximum the company can afford for the business to remain sustainable, and is at the top end of all other settlements in the industry to date. Furthermore, the longer the mine stands, the less affordable the offer becomes.

The NUM has continued to indicate its unwillingness to talk about percentage increases and its preference to deal with the actual quantum. The company’s offer has been presented to the NUM in both formats. For comparability purposes the company’s offer for a two year agreement is presented in the tables below in both percentage and quantum terms:

2013 (inclusive of a 0.5% service increment)
Employees Cat 2-8 Cat 9-10
Non-core 8.0% 7.5%
Core 9.0% 8.0%
LOA and hostel allowance 8.0% 7.0%
2014* (inclusive of a 0.5% service increment)
Employees Cat 2-8 Cat 9-10
Non-core 8.0% 7.5%
Core 9.0% 8.0%
LOA and hostel allowance 8.0% 7.0%

* For 2014 the higher of CPI+1 or the above

2013
Employees Cat 2-8 Cat 9-10
Non-core R500 7.5%
Core R600 8.0%
LOA and hostel allowance R175 7.0%
2014*
Employees Cat 2-8 Cat 9-10
Non-core R550 7.5%
Core R650 8.0%
LOA and hostel allowance R190 7.0%

* For 2014 the higher of CPI+1 or the above

A further meeting under the auspices of the CCMA has been scheduled for Friday 15 November 2013.

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Zondereinde situation: update 3

The management of the Zondereinde division of Northam has been advised by the NUM that the strike at the mine will continue, following the union’s rejection of the wage offer made by the company on Tuesday 5 November, for category 2 to 8 employees.


Johannesburg, Thursday 7 November 2013. The management of the Zondereinde division of Northam has been advised by the NUM that the strike at the mine will continue, following the union’s rejection of the wage offer made by the company on Tuesday 5 November, for category 2 to 8 employees.

The improved two year offer includes increases ranging from 8.0% to 9.0% inclusive of the 0.5% service increment for both the first and second years, or CPI plus 1% whichever is the higher in year two. The previous offers tabled ranged from 7.0% and 8.0% for the first year, and between 7.0% and 7.5% for year 2, or CPI+1%, whichever is the higher.

In addition, the company is proposing an increase of 8.0% on the current living out allowance of R2 200 for both years.

This is the third time the company has improved its offer; to date, the NUM has not moved on its demands.

The NUM’s demands remain as follows:

  • Distinction between core (production employees) and non-core employees;
  • The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 42% at the lowest levels);
  • The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level);
  • The living out allowance to be increased by 69% from R2 200 to R3 718 monthly;
  • No multi-year agreement.

Management at Zondereinde has indicated that it is willing to have further discussions in an attempt to resolve the current impasse.

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Results of the annual general meeting

Shareholders are advised that at the annual general meeting held on Wednesday, 6 November 2013, all the ordinary and special resolutions were approved by the requisite majority.


Johannesburg, Wednesday 6 November 2013. Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Wednesday, 6 November 2013, all the ordinary and special resolutions as set out in the notice of annual general meeting dated 27 September 2013, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of ordinary resolution no.5 (approval of the group remuneration policy) and ordinary resolution no.8 (approval for the issuing of equity securities for cash).

The required special resolutions will be lodged with the Companies and Intellectual Property Commission in due course.

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Zondereinde situation: update 2

The management of the Zondereinde division of Northam advises that further discussions were held with the National Union of Mineworkers today, Tuesday 5 November 2013.


Johannesburg, Tuesday 5 November 2013. The management of the Zondereinde division of Northam advises that further discussions were held with the National Union of Mineworkers today, Tuesday 5 November 2013.

This follows on the industrial action at the Zondereinde mine which started yesterday, Monday 4 November 2013.

By mutual agreement, the details of the meeting are not being disclosed at this stage.

A further statement will be made in due course.

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Zondereinde mine update

The management of the Zondereinde division of Northam advises that all stoping and development related activities were suspended last night, Sunday 3 November 2013, when employees did not report for duty.


Johannesburg, 4 November 2013. The management of the Zondereinde division of Northam advises that all stoping and development related activities were suspended last night, Sunday 3 November 2013, when employees did not report for duty.

Further talks between the National Union of Mineworkers and management have been proposed for Tuesday 5 November 2013.

All other services to keep the mine functional are continuing, including ventilation, pumping and smelting operations.

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Finalisation announcement in respect of the claw-back offer

Northam shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 20 September 2013.


1. INTRODUCTION

Northam shareholders (“shareholders”) are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 20 September 2013 advising shareholders of, inter alia, a proposed R600 million equity capital raising to be implemented by way of a fully subscribed renounceable claw- back rights offer (“offer”).

The offer will comprise an offer to shareholders of 15 million new Northam ordinary shares (“claw-back shares”) at a subscription price of R40 per claw-back share (“subscription price”), in the ratio of 3.92068 claw-back shares for every 100 Northam ordinary shares (“shares”) held on the record date of the offer, being Friday 15 November 2013 (“record date”). Excess applications for claw-back shares will not be permitted.

The offer has been fully subscribed for by Coronation Asset Management Proprietary Limited (“subscriber”) in accordance with a commitment agreement entered into between the subscriber and the company on 20 September 2013.

2. CONDITIONS PRECEDENT

Northam is pleased to advise shareholders that all conditions precedent pertaining to the offer have been fulfilled and the offer is therefore unconditional.

3. SALIENT DATES AND TIMES

The final salient dates and times for the offer are set out below.

  2013
Last day to trade in shares in order to participate in the offer (cum entitlement) Friday, 8 November
Shares commence trading ex-entitlement at 09:00 on Monday, 11 November
Listing and trading of letters of allocation (“LAs”) on the securities exchange operated by the JSE Limited (“exchange”) commences at 09:00 under the JSE code NHMN and ISIN ZAE000184164 on Monday, 11 November
Record date at 17:00 on Friday, 15 November
Circular and form of instruction in respects of LAs (“form of instruction”) (where applicable) posted to shareholders recorded in the register of shareholders as at the record date (“qualifying shareholders”), on Monday, 18 November
Offer opens at 09:00 on Monday, 18 November
Dematerialised qualifying shareholders will have their central securities depository participant (“CSDP”) or broker accounts automatically credited with their LAs at 09:00 on Monday, 18 November
Certificated qualifying shareholders will have their LAs credited to an electronic account held with the company’s transfer secretaries (“transfer secretaries”) at 09:00 on Monday, 18 November
Last day to trade in LAs on the exchange Friday, 29 November
Certificated qualifying shareholders wishing to sell or renounce all or some of their LAs to deliver forms of instruction to the transfer secretaries by 12:00 on Friday, 29 November
Listing of claw-back shares on the exchange and trading therein commences at 09:00 on Monday, 2 December
Offer closes – payments to be made and forms of instruction in respect of LAs to be delivered by certificated qualifying shareholders with the transfer secretaries by 12:00 on (see note 5) Friday, 6 December
Record date for LAs Friday, 6 December
Issue of claw-back shares Monday, 9 December
Dematerialised qualifying shareholders’ (or their renouncees’) CSDP or broker accounts to be debited with the aggregate subscription price and credited with claw-back shares at 09:00 on Monday, 9 December
Share certificates posted to certificated qualifying shareholders (or their renouncees) on or about Monday, 9 December
Results of the offer released on SENS Monday, 9 December
Results of the offer published in the South African press Tuesday, 10 December

Notes:

  1. All times referred to in this announcement are South African times.
  2. Shares may not be dematerialised or rematerialised between Monday, 11 November 2013 and Friday, 15 November 2013, both days inclusive.
  3. Dematerialised qualifying shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the claw-back shares in the manner and within the time stipulated in the agreement governing the relationship between the shareholder and his/her CSDP or broker.
  4. The CSDP or broker accounts of dematerialised qualifying shareholders (or their renouncees) will be automatically credited with claw-back shares to the extent to which they have accepted the offer. If applicable, certificates evidencing claw-back shares will be posted, by registered post, to certificated qualifying shareholders (or their renouncees) at his/her risk in respect of the claw-back shares which have been accepted.
  5. CSDP’s effect payment in respect of dematerialised qualifying shareholders (or their renouncees) on a delivery versus payment basis.

4. OFFER CIRCULAR

A circular, containing further details of the offer (“circular”), including a form of instruction, where applicable, will be posted to qualifying shareholders on Monday, 18 November 2013.

5. FOREIGN SHAREHOLDERS

This paragraph is intended as a general guide only and any person outside of South Africa who is in doubt as to his or her position should consult his or her professional advisor without delay.

The LAs and the claw-back shares have not been and will not be registered or offered under or in terms of the laws of any jurisdiction other than South Africa. In the circumstances, the making of the offer, the distribution of the circular and the form of instruction, where applicable, and the transfer of claw-back shares and/or LAs to certain persons who have registered addresses outside of South Africa, or who are resident or located in, or who are citizens of, countries other than South Africa, (“foreign persons”) may be restricted by the laws of the relevant jurisdiction and failure to comply with any of those restrictions may constitute a contravention of the laws of any such territory ("restricted territories").

Foreign persons should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to participate in the offer and/or to sell or renounce their LAs. It is the responsibility of foreign persons wishing to take up LAs or to transfer or dispose of their LAs to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith.

Receipt of the circular, a form of instruction or the crediting of LAs to the securities account of a foreign person will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and such foreign persons will not be entitled to take up or transfer LAs or acquire claw-back shares unless such action would not result in the contravention of any registration or other legal requirement in their relevant jurisdiction. The LAs of foreign persons who may not lawfully exercise their LAs will be sold on their behalf by the transfer secretaries, or their nominee, and the proceeds remitted to them provided that the proceeds, net of related costs, are in excess of R10.

The company reserves the right to treat as invalid any acceptance or purported acceptance of claw-back shares or the sale or renunciation or purported sale or renunciation of LAs by foreign persons if it appears to the company or its agents that such acceptance, sale or renunciation or purported acceptance, sale or renunciation, may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement.

Sole Corporate and Debt Advisor, Sole Bookrunner, JSE Sponsor and JSE Debt Sponsor
One Capital

Attorneys
Cliffe Dekker Hofmeyr Incorporated

Transfer Secretaries
Computershare Investor Services Proprietary Limited

Issued by
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Northam receives strike notice from the NUM

The management of the Zondereinde division of Northam advises that it has been served with a notice to strike by the National Union of Mineworkers (NUM) after the NUM rejected the company’s revised wage offer during a two-day facilitation process earlier this week.


Johannesburg, 31 October 2013. The management of the Zondereinde division of Northam advises that it has been served with a notice to strike by the National Union of Mineworkers (NUM) after the NUM rejected the company’s revised wage offer during a two-day facilitation process earlier this week.

The facilitation process followed on from the parties’ failure to reach agreement on wage increases and other issues for the 2014 financial year at the talks held on Friday 25 October 2013 under the auspices of the CCMA. The company tabled an improved offer, with increases ranging from 7.0% and 8% for the first year, and between 7.0% and 7.5% for year 2, or CPI +1%, whichever is the higher. The previous offers tabled ranged from 6.5% to 7.5% and 6.5% to 7%, or CPI +1%.

Northam has not been advised of any change in the demands of the NUM, which include, among other things:

  • No multi-year wage deal
  • Distinction between core (production employees) and non-core employees
  • The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 42% at the lowest levels)
  • The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level)
  • The living out allowance to be increased by 69% from R2 200 to R3 718 monthly.

Combined the NUM demands equate to an average increase of 61%.

The company’s revised offer would add approximately R117.3 million to the current annual wage bill of R1.3 billion.

The strike is expected to begin with effect from the night shift on Sunday 3 November 2013, should the parties not be able to reach an agreement within the next 48 hours.

General manager Danny Gonsalves noted that management will continue to seek to engage with the union in a constructive manner to achieve an outcome which is acceptable to both parties, and ultimately to ensure the sustainability of the operation – and jobs – in the long term.

Issued by
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Wage discussions continue at Northam’s Zondereinde division

The management of the Zondereinde division of Northam confirms that the company and the National Union of Mineworkers (NUM) continued their discussions with regard to the wage negotiations for the 2014 financial year.


Johannesburg, Monday 28 October 2013. The management of the Zondereinde division of Northam confirms that the company and the National Union of Mineworkers (NUM) continued their discussions with regard to the wage negotiations for the 2014 financial year on Friday, 25 October 2013, under the auspices of the Commission for Conciliation, Mediation and Arbitration (CCMA).

The NUM applied for a certificate of non-resolution, which was issued by the CCMA. The CCMA also recommended that the parties engage in further facilitated talks, to be held on Tuesday 29 October and Wednesday 30 October 2013.

The company has offered a two-year settlement incorporating wage increases ranging from 6% to 7.5% for the first year, and between 5.5% and 7% for year 2, or CPI +1%, whichever is the higher. These distinctions are in line with the NUM demands that core employees be remunerated at a higher level than non-core employees.

The NUM has rejected this offer demanding among other things the following:

  • No multi-year wage deal
  • Distinction between core (production employees) and non-core employees
  • The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 40% at the lowest levels)
  • The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level)
  • The living out allowance to be increased by 69% from R2 200 to R3 718 monthly.

Combined the NUM demands equate to an average increase of 61%.

Given Zondereinde’s narrow cash operating margin after sustaining capital, general manager Danny Gonsalves has noted that he is encouraged by the agreement between the parties to continue discussions this week.

Johannesburg
28 October 2013

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Johannesburg
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Dealings in securities by director

In compliance with paragraphs 3.63 to 3.66 of the Johannesburg Stock Exchange Listings Requirements, Northam advises its shareholders of the following dealing by a director of the company.


In compliance with paragraphs 3.63 to 3.66 of the Johannesburg Stock Exchange (JSE) Listings Requirements, Northam advises its shareholders of the following dealing by a director of the company:

Name of director: G T Lewis
Date: 18 October 2013
Nature of transaction: Exercise of options, paid out as Appreciation Cash, in terms of the Northam Share Option Scheme.  Mr Lewis is required to exercise these options, on or before 22 October 2013, failing which they will lapse.
Class of Securities: Appreciation Cash in respect of ordinary shares.
Number of options 187 500
Price at which options were granted R38.45
Price at which options were exercised R42.31
Value of transaction R723 750.00
Nature and extent of director’s interest Direct beneficial
Transaction completed on market: No
Clearance obtained Yes

Johannesburg

Sponsor
One Capital

No change statement and Notice of annual general meeting

Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2013 as contained in the notice and abridged report 2013, will be distributed electronically to shareholders today, 30 September 2013.


Notice of annual general meeting

The annual general meeting of Northam shareholders will be held in Room HB1, Hackle Brooke, 110 Conrad Drive, corner Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg, South Africa on Wednesday, 6 November 2013 at 10h00 to transact the business as stated in the notice of annual general meeting, forming part of the abridged annual report 2013 (“notice and abridged report 2013”).

No change statement

Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2013 as contained in the notice and abridged report 2013, will be distributed electronically to shareholders today, 30 September 2013, whilst the physical mailing process of the notice and abridged report 2013 is expected to be completed by no later than Friday, 4 October 2013. The audited annual financial statements 2013 contain no material modifications to the reviewed preliminary results, which were published on SENS on 15 August 2013.

The annual integrated report 2013 containing the full audited annual financial statements, the sustainable development report 2013, and the notice and abridged report 2013, are available at www.northam.co.za or can be obtained from the company’s registered office on request.

The salient dates of the annual general meeting are as follows:

  2013
Record date to determine which shareholders are entitled to receive the notice and abridged report 2013 Friday, 27 September
Posting date of the notice and abridged report 2013 Monday, 30 September
Last day to trade in order to be eligible to attend and vote at the annual general meeting Friday, 25 October
Record date to determine which shareholders are entitled to attend and vote at the annual general meeting Friday, 1 November
Forms of proxy for the annual general meeting to be lodged by 10h00 on Monday, 4 November
Annual general meeting at 10h00 on Wednesday, 6 November
Results of annual general meeting released on SENS on Wednesday, 6 November

Johannesburg
30 September 2013

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Johannesburg
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