Announcements 2015

Zambezi Platinum pref share offer over-subscribed

Zambezi Platinum successfully raises R4.6 billion

Northam Platinum is pleased to advise that Northam shareholders have once again shown their overwhelming support for Northam’s landmark BEE transaction...


Zambezi Platinum successfully raises R4.6 billion

Johannesburg, 18 May 2015: Northam Platinum is pleased to advise that Northam shareholders have once again shown their overwhelming support for Northam’s landmark BEE transaction. The offer of 112,195,122 preference shares in Zambezi Platinum to existing Northam shareholders was made in proportion to their shareholding in Northam, through the issue of renounceable nil paid letters of allocation. Applications to subscribe for 174,128,116 new Zambezi Platinum Preference Shares were received, representing 155% of the offer shares. The preference shares are trading under the ZPLP ticker symbol.

As a result, Zambezi Platinum has successfully raised the funds required for purposes of acquiring 112,195,122 new Northam ordinary shares for an aggregate amount of R4.6 billion.

The capital raising has boosted Northam’s strong balance sheet enabling the company to pursue value-accretive growth opportunities to the benefit of shareholders and all stakeholders alike.

Please also see attached the announcement issued simultaneously on SENS.

Queries:

Russell and Associates: 011 880 3924

Memory Johnstone
Tel: +27 (0)82 767 8287
Email: memory@rair.co.za

Listing of a new financial instrument – ZPLP

The JSE Limited has granted approval to Zambezi Platinum for the listing of the ZPLP preference shares on Monday, 11 May 2015, under Zambezi Plat RF Ltd Pref, however the Preference Shares will be issued with effect from Monday, 18 May 2015.


The JSE Limited has granted approval to Zambezi Platinum for the listing of the ZPLP preference shares (“Preference Shares”) on Monday, 11 May 2015, under Zambezi Plat RF Ltd Pref, however the Preference Shares will be issued with effect from Monday, 18 May 2015.

The Preference Share terms are available in the prospectus issued by Zambezi Platinum which is available on Northam Platinum Limited’s website.

Instrument code: ZPLP
Number of Preference Shares issued: 159 905 453
Issue price: R41.00
Nominal value: R6 556 123 573
Dividend rate: 12.75%, being the aggregate of the prime rate (9.25% as at 11 May 2015) plus 3.5%
Issue date: 18 May 2015
Date from which dividend accrues: 18 May 2015
Maturity date: 18 May 2015
Last day to trade 5 business days prior to the dividend payment date
Dividend payment dates: 31 December of each year until the maturity date
Redemption price: R6 556 123 573
ISIN: ZAE000202552
Agent: Andisa Capital Proprietary Limited

The Preference Shares will be immobilised in the Central Depository and settlement will take place electronically in terms of the Debt Listings Requirements of the JSE Limited.

13 May 2015

Debt Sponsor
One Capital

Successful listing for Zambezi Platinum

Zambezi Platinum (RF) Limited (Zambezi Platinum), the special purpose vehicle created to house the newly constituted HDSA shareholding in Northam Platinum Limited (Northam), successfully listed as a debt issuer on the main board of the JSE this morning, Monday 11 May 2015.


Johannesburg, Monday 11 May 2015. Zambezi Platinum (RF) Limited (Zambezi Platinum), the special purpose vehicle created to house the newly constituted HDSA shareholding in Northam Platinum Limited (Northam), successfully listed as a debt issuer on the main board of the JSE this morning, Monday 11 May 2015.

Zambezi Platinum will beneficially hold 159 905 453 Northam shares, amounting to approximately
31.4% of the total issued ordinary share capital of Northam.  Zambezi Platinum’s preference shares which will be issued to participants on 18 May 2015 at R41 per share, provide an affordable opportunity for a broad range of investors, over and above those directly invested in Northam, to gain exposure to this exciting sector. The preference shares will trade under the ZPLP ticker symbol.

Speaking at the JSE today, chairman elect of Zambezi Platinum Mr Lazarus Zim described the nature of the transaction which saw the establishment of Zambezi Platinum and which has revitalized Northam’s empowerment status, as unique and unprecedented.  “Unlike many prior BEE transactions, everyone party to this transaction is protected from the vicissitudes of the market through the ringfencing of Zambezi.   With Northam’s strong balance sheet, visionary and energetic leadership, we can now pursue value-accretive growth opportunities which will benefit shareholders and all stakeholders alike.”

Northam chief executive Paul Dunne added, “This landmark transaction recognises the fundamental value of Northam along with its growth potential. Now, with meaningful and sustainable empowerment participation, we are well poised to realise further upside.”

Much like its namesake, one of Africa’s greatest waterways, Zambezi Platinum seeks to ensure that there is significant value and benefit flowing through to a broad range of stakeholders – communities, employees, a women’s group and a core of strategic partners who offer financial, legal and business skills, supportive of Northam’s ambitions.

Presentation: Zambezi Platinum: Listing on the Main Board of the JSE (253.07 KB)

Further details of Zambezi Platinum are available on the Northam website.

Queries:

Russell and Associates: 011 880 3924

Marion Brower
Tel: +27 (0)71 493 0387
Email: marion@rair.co.za

Memory Johnstone
Tel: +27 (0)82 767 8287
Email: memory@rair.co.za

Zambezi Platinum lists as a preference share on the JSE

Zambezi Platinum (JSE: ZPLP) listed as a preference share on the Main Board of the JSE. The listing of Zambezi Platinum’s preference shares follows the conclusion of a Broad Based Black Economic Empowerment (BBBEE) transaction by Northam Platinum, which was initiated to establish a sustainable historically disadvantaged South Africans (HDSA) shareholding in the company. 


JOHANNESBURG, 11 May 2015 – Today, Zambezi Platinum (JSE: ZPLP) listed as a preference share on the Main Board of the JSE. The listing of Zambezi Platinum’s preference shares follows the conclusion of a Broad Based Black Economic Empowerment (BBBEE) transaction by Northam Platinum, which was initiated to establish a sustainable historically disadvantaged South Africans (HDSA) shareholding in the company. 

Zambezi Platinum was incorporated into Northam Platinum as a special purpose vehicle to facilitate the BBBEE transaction.  The conclusion of Northam Platinum’s BBBE transaction now sees the level of empowerment ownership the company increasing to 35.4%, far exceeding the Mining Charter’s minimum equity requirement of 26%.

The Northam Platinum BBBEE transaction is underpinned by a R4.6 billion capital raise, where the proceeds from the transaction will be used to fund future growth opportunities in the platinum mining sector. The capital raising is supported and funded by Northam Platinum’s anchor shareholders, Coronation Asset Managers and the Public Investment Corporation. The capital raise will be  implemented via renounceable offer by Northam Platinum on behalf of Zambezi Platinum through the listing of  the latter’s preference shares on the JSE.

JSE head of Capital Markets Donna Oosthuyse says, We congratulate Northam Platinum on this ground breaking transaction.  We are particularly pleased that Zambezi Platinum’s preference shares will be listed on our exchange, as it demonstrates the confidence Northam Platinum has in the JSE to facilitate its future growth ambitions.”

Chairman Elect of Zambezi Platinum Lazarus Zim comments: “The Zambezi is Africa’s fourth largest river and sustains four African countries. In naming this confluence of consortiums, we chose the name Zambezi since we too want this transaction to benefit a broad range of stakeholders – communities, employees, a women’s group and core of strategic partners who offer financial, legal and business skills, supportive of Northam’s ambitions.  In addition, Northam shareholders who will participate in the Zambezi Preference share also stand to benefit from a coupon rate which provides an attractive return.

Zim adds, “This landmark transaction recognises the fundamental value of Northam and its growth potential. Northam is now poised to realise further upside, armed with a powerful balance sheet, and with substantial and meaningful empowerment participation. This is what will underpin the long-term success and sustainability of our business in an accountable, responsible manner.”

The results of the rights offer will be published on the JSE Stock Exchange News Service (SENS) on 18 May 2015. 

ABOUT JSE

The Johannesburg Stock Exchange is based in South Africa where it has operated as a market place for the trading of financial products for 125 years. It connects buyers and sellers in equity, derivative and debt markets. The JSE is one of the top 20 exchanges in the world in terms of market capitalisation and is a member of the World Federation of Exchanges (WFE). The JSE offers a fully electronic, efficient, secure market with world class regulation, trading and clearing systems, settlement assurance and risk management. www.jse.co.za

Issued by:
Thato Mapule
H+K Strategies South Africa
Tel: +27 11 463 2198
Email: Thato.Mapule@hkstrategies.co.za

On behalf of:
Donna Oosthuyse
Director: Capital Markets
JSE Limited
(011) 520 7000

New entrant to the JSE

Zambezi Platinum: Empowering a new era in mining

Zambezi Platinum (RF) Limited (Zambezi Platinum), the special purpose vehicle created to house the newly constituted HDSA shareholding in Northam Platinum Limited (Northam), will be admitted to the main board of the JSE on Monday 11 May 2015.


Zambezi Platinum: Empowering a new era in mining

Johannesburg, Friday 8 May 2015. Zambezi Platinum (RF) Limited (Zambezi Platinum), the special purpose vehicle created to house the newly constituted HDSA shareholding in Northam Platinum Limited (Northam), will be admitted to the main board of the JSE on Monday 11 May 2015.

Zambezi Platinum will be issuing preference shares which are tradeable on the exchange. The JSE listing also provides a broader section of the public, other than Northam shareholders, an opportunity to invest in the preference shares.

The establishment of Zambezi Platinum follows on the back of a groundbreaking empowerment transaction concluded by Northam on 19 March 2015, when shareholders voted overwhelmingly in favour of the deal. With the conclusion of this transaction Northam has a sustainable HDSA equity holding which complies with the Mining Charter’s ownership requirements.

Through a concurrent capital raising, Northam also raised R4.6 billion to support its strategic objectives of growing the business. This has already progressed with the acquisition of the Everest mine, now known as Booysendal South.

Further details of Zambezi Platinum are available on the Northam website.

Queries:

Russell and Associates: 011 880 3924

Marion Brower
Tel: +27 (0)71 493 0387
Email: marion@rair.co.za

Memory Johnstone
Tel: +27 (0)82 767 8287
Email: memory@rair.co.za

Part A acquisition of Everest becomes unconditional

Northam shareholders are referred to the SENS announcement dated 10 February 2015, wherein Shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd to acquire the Everest Mining Assets and Everest Mining Right, for a total cash purchase consideration of R450 million...


Northam shareholders are referred to the SENS announcement dated 10 February 2015, wherein Shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd to acquire the Everest Mining Assets and Everest Mining Right, for a total cash purchase consideration of R450 million, comprising R400 million for the Everest Mining Assets and R50 million for the Everest Mining Right.

Northam is pleased to announce that all the Part A Conditions Precedent have been fulfilled, as a result of which the Part A Sale has become unconditional. The Part A sale will be implemented on 26 June 2015, when Northam will acquire the Everest Mining Assets for a cash purchase consideration of R400 million.

Paul Dunne, CEO of Northam, says, “The Part A completion gives Northam management early access to the Everest assets, and gives us the opportunity to start the integration process with the existing Booysendal operation. With the conclusion of this step we will be in a position to start extracting value and developing the new Booysendal South mine.”

The Part B Sale, pursuant to which Northam will acquire the Everest Mining Right for a cash purchase consideration of R50 million, remains conditional on the Minister of Mineral Resources granting consent for the transfer of the Everest Mining Right to Northam in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002.

Johannesburg
23 April 2015

Corporate Advisor, Sponsor and Debt Sponsor: One Capital

Attorneys: Cliffe Dekker Hofmeyr Incorporated

Posting of the Northam offer circular and Zambezi Platinum prospectus to Northam shareholders

Shareholders are referred to the declaration and finalisation announcement released on the stock exchange new service of the JSE Limited on Friday, 10 April 2015...


Shareholders are referred to the declaration and finalisation announcement released on the stock exchange new service of the JSE Limited on Friday, 10 April 2015, regarding the offer by Northam, on behalf of Zambezi Platinum, of 112,195,122 preference shares in Zambezi Platinum which will be listed on the exchange operated by the JSE Limited, to existing Shareholders in proportion to their shareholding in Northam through the issue of renounceable nil paid letters of allocation (“Offer”).

In order to give Shareholders information regarding Zambezi Platinum for purposes of the Offer, Zambezi Platinum has addressed a prospectus to the Shareholders, as contemplated in section 99 of the Companies Act, No. 71 of 2008 (“Companies Act”), read with regulation 56 of the regulations promulgated under the Companies Act (“Prospectus”).

Shareholders are advised that electronic copies of the circular providing full details of the Offer (“Offer Circular”) and the Prospectus are now available on the Northam website at www.northam.co.za. The Offer Circular, form of instruction (where applicable) and the Prospectus are expected to be posted to Northam shareholders on Tuesday, 21 April 2015.

Shareholders who hold Northam ordinary shares in certificated form are requested to contact Northam’s transfer secretaries (at the contact details included in the Offer Circular) with any queries regarding the form of instruction issued in respect of the LAs relating to the Offer.

Please note that this announcement is not a prospectus and is not an offer.

Johannesburg
17 April 2015

Sole bookrunner, corporate advisor and sponsor

One Capital

Attorneys to the sole bookrunner, corporate advisor and sponsor

Cliffe Dekker Hofmeyr Incorporated

Attorneys to Northam

Bowman Gilfillan Incorporated

Transfer secretaries

Computershare Investor Services Proprietary Limited

Declaration and finalisation announcement on behalf of Zambezi Platinum to Northam shareholders


1. Introduction

Shareholders are referred to the announcements released on the stock exchange news service of the JSE Limited (“SENS") dated 22 October 2014 and 12 December 2014 in terms of which Northam announced that it intended to conclude a R6,6 billion fully funded broad based black economic empowerment transaction with a view to establishing a sustainable shareholding by historically disadvantaged persons in Northam and incorporating a R4,6 billion fully funded capital raising to support Northam’s strategic intent to grow its business (“BEE Transaction”). Shareholders are further referred to the circular posted to Shareholders on Tuesday, 17 February 2015 (“Transaction Circular“) setting out the details of the BEE Transaction and convening a general meeting for Shareholders to consider, and if deemed fit, pass the resolutions required to implement the BEE Transaction (“General Meeting“).

As more fully set out in the Transaction Circular –

  • Northam, Zambezi Platinum and the Public Investment Corporation SOC Ltd. (“PIC") entered into a written sale agreement in terms of which Zambezi Platinum has agreed to purchase 47,710,331 shares in the ordinary share capital of Northam (“Northam Shares“) from the PIC (“PIC Sale Shares“) for a purchase price per PIC Sale Share of R41, amounting to an aggregate purchase consideration of R1,956,123,571;
  • Northam and Zambezi Platinum entered into a written subscription agreement in terms of which Zambezi Platinum agreed to subscribe for 112,195,122 Northam Shares (“BEE Subscription Shares“) at a subscription price per BEE Subscription Share of R41, amounting to an aggregate subscription amount of R4,600,000,002 ("BEE Subscription Amount");
  • in order to fund the BEE Subscription Amount, Northam and Zambezi Platinum have agreed to jointly undertake a capital raising to be implemented by way of a renounceable offer by Northam, on behalf of Zambezi Platinum, of 112,195,122 preference shares in the share capital of Zambezi Platinum (“Zambezi Platinum Preference Shares“), which will be listed on the exchange operated by the JSE Limited ("Exchange"), to existing Shareholders, in proportion to their shareholding in Northam, through the issue of renounceable nil paid letters of allocation conferring the right on the holder thereof to subscribe for Zambezi Platinum Preference Shares (“LA“ or “Letters of Allocation“) (the "Offer"); and
  • Northam and Zambezi Platinum have agreed to co-operate with one another in order to implement the Offer and Zambezi Platinum has agreed to issue a prospectus (“Prospectus“), in accordance with the Companies Act, No. 71 of 2008, to Shareholders.

All the requisite resolutions were passed at the General Meeting, as detailed in the SENS announcement dated 19 March 2015.

Accordingly, Northam now wishes to proceed with the implementation of the Offer and an offer circular will be issued by Northam to Shareholders ("Offer Circular"), the purpose of which is to, together with the Prospectus, provide Shareholders with information relating to the Offer, the Zambezi Platinum Preference Shares and Zambezi Platinum.

2. Salient terms of the offer

In terms of the Offer, qualifying Shareholders (“Qualifying Shareholders“) (or their renouncees or transferees) will be granted the renounceable right (“Right“) to subscribe for 28.21907 Zambezi Platinum Preference Shares for every 100 Northam Shares held as at 17:00 on Friday, 24 April 2015, at R41 per Zambezi Platinum Preference Share (“Issue Price“). The Zambezi Platinum Preference Shares will be issued to Offer participants on Monday, 18 May 2015 (“Implementation Date“).

The Offer is fully subscribed for by the PIC and Coronation Asset Management Proprietary Limited (“Coronation“) in accordance with the respective commitment agreements entered into between Northam and each of the PIC and Coronation. The PIC has committed to subscribe for up to 75,609,756 Zambezi Platinum Preference Shares and Coronation has committed to subscribe for up to 36,585,366 Zambezi Platinum Preference Shares.

Applications for unallocated Zambezi Platinum Preference Shares in excess of the Rights conferred on holders of Letters of Allocation (“Excess Offer Shares“) will be permitted.

Qualifying Shareholders may apply to subscribe for Excess Offer Shares on the same terms and conditions as those applicable to the subscription for Zambezi Platinum Preference Shares pursuant to the exercise of their Rights. The right to apply for Excess Offer Shares will be automatically transferred on the renunciation or sale of Letters of Allocation.

The entire proceeds of the Offer will be utilised by Zambezi Platinum to subscribe for the BEE Subscription Shares at the BEE Subscription Amount.

3. Salient terms of the Zambezi Platinum preference shares

Classification

The Zambezi Platinum Preference Shares are guaranteed, secured, redeemable, cumulative instruments. The Zambezi Platinum Preference Shares, once issued, will be fully paid up, freely transferable and listed on the Main Board of the Exchange. Although the Zambezi Platinum Preference Shares will be listed on the Main Board of the Exchange, the Zambezi Platinum Preference Shares will be subject to the JSE Debt Listings Requirements. Each Zambezi Platinum Preference Share will, upon allotment and issue, rank pari passu with each other Zambezi Platinum Preference Share in all respects. Full details of the preferences, rights and limitations of the Zambezi Platinum Preference Shares are set out in the memorandum of incorporation of Zambezi Platinum (“Zambezi Platinum Preference Share Terms“), an extract of which will be attached to the Prospectus.

Dividends

Subject to certain rate adjustment events, the Zambezi Platinum Preference Shares shall be entitled to receive a dividend equal to a variable rate calculated on a daily basis as 3.5% over the prime rate, being the percentage publicly quoted as the basic rate of interest levied by Nedbank Limited from time to time on overdraft, calculated on a 365 day year, irrespective of whether the applicable year is a leap year, compounded annually ("Dividend Rate“).

Dividends on the Zambezi Platinum Preference Shares ("Preference Dividends") will be classified as a dividend for tax purposes in terms of the Income Tax Act, No. 58 of 1962 and, to the extent that they are not paid, shall accumulate, be capitalised annually and accrue interest at the Dividend Rate.

The Dividend Rate will be subject to adjustments in the event that, inter alia, the Preference Dividends become subject to new taxes or increased taxation rates whilst the Zambezi Platinum Preference Shares are in issue.

For so long as the Zambezi Platinum Preference Shares are in issue, 90% of all net ordinary cash dividends paid by Northam in respect of the BEE Subscription Shares and the PIC Sale Shares held by Zambezi Platinum (collectively, the “BEE Shares“) will be utilised by Zambezi Platinum to pay accumulated Preference Dividends, with the remaining net 10% being distributed as a dividend by Zambezi Platinum to the holders of the Zambezi Platinum ordinary shares. In the event that Northam –

  • declares a scrip dividend in respect of the BEE Shares, Zambezi Platinum will be obliged to elect to receive a cash dividend and such amount will be treated by Zambezi Platinum as ordinary cash dividends;
  • issues Northam Shares or renounceable letters of allocation in respect of the BEE Shares pursuant to a Northam capitalisation issue or rights offer, respectively, these will be sold and the proceeds received shall be applied solely towards the payment of accumulated Preference Dividends and the redemption of Zambezi Platinum Preference Shares; and
  • declares a special dividend in respect of the BEE Shares, repurchases BEE Shares or effects a return of capital in respect of the BEE Shares, such proceeds will also be applied solely towards the payment of accumulated Preference Dividends and the redemption of Zambezi Platinum Preference Shares.

To the extent that the ordinary cash dividend received by Zambezi Platinum in respect of the BEE Shares exceeds the amount of the accumulated Preference Dividends (“Excess Cash Dividend”), Zambezi Platinum shall be obliged to deposit the Excess Cash Dividend into the bank account which Northam will open and operate on behalf of Zambezi Platinum for various purposes set out in the Zambezi Platinum Preference Share Terms (“Distribution Receipts Account“).

Redemption

Subject to certain exceptions, the Zambezi Platinum Preference Shares will be compulsorily redeemable on the day immediately preceding the 10th anniversary of the Implementation Date at a price per Zambezi Platinum Preference Share equal to the initial Issue Price, being R41 (“Redemption Amount“).

In the event that there are available Excess Cash Dividends in the Distribution Receipts Account –

  • at any time prior to the date occurring 3 years and 1 day from the Implementation Date, Zambezi Platinum shall be entitled, but not obliged, to utilise the Excess Cash Dividends to redeem Zambezi Platinum Preference Shares; or
  • at any time after the date occurring 3 years and 1 day after the Implementation Date, Zambezi Platinum shall be obliged to utilise the Excess Cash Dividends to redeem Zambezi Platinum Preference Shares.

Zambezi Platinum will issue the sole N share in its authorised share capital to Northam (“N Share“), the purpose of which is to allow Northam to take certain mitigating action in the event of the occurrence of an early redemption event under the Zambezi Platinum Preference Share Terms (discussed below) and/or the unwinding of the BEE Transaction prior to the expiry of the lock-in period, being 10 years from the Implementation Date (“Lock-in Period“).

If an early redemption event occurs in relation to Zambezi Platinum (“Zambezi Platinum Early Redemption Event“), Northam, in its capacity as the holder of the N Share, shall have the right to require the full and immediate redemption of the Zambezi Platinum Preference Shares and settlement of any outstanding Preference Dividends.

If a Zambezi Platinum Early Redemption Event or an early redemption event in relation to Northam occurs, the holders of Zambezi Platinum Preference Shares will have the right to require the full and immediate redemption of the Zambezi Platinum Preference Shares and settlement of any outstanding Preference Dividend.

Subject to certain exceptions, Zambezi Platinum will be entitled to redeem the Zambezi Platinum Preference Shares in cash or by transferring BEE Shares to the holders of Zambezi Platinum Preference Shares, or a combination thereof. If Zambezi Platinum elects to transfer BEE Shares to the holders of Zambezi Platinum Preference Shares, then the BEE Shares will be transferred at a price equal to 90% of the 30 day volume weighted average price (“VWAP“) of Northam Shares ending on the day immediately prior to the date on which Zambezi Platinum becomes obliged to redeem the Zambezi Platinum Preference Shares.

Security arrangements

Zambezi Platinum will be a ring-fenced entity that cannot transact outside of the approved parameters of the BEE Transaction. It will be precluded from, inter alia, encumbering or disposing of its assets during the Lock-in Period. Pursuant to the security arrangements, the BEE Shares held by Zambezi Platinum and any cash accumulated within Zambezi Platinum shall be utilised by Zambezi Platinum solely in order to settle the Preference Dividends and the Redemption Amount (or to settle amounts owing to Northam).

Additionally, payment of the Redemption Amount and the Preference Dividends will be secured by Northam by way of the guarantee by Northam entered into between inter alia Northam and Zambezi Platinum (“Northam Guarantee“), on the basis that the Northam Guarantee will constitute a stipulation for the benefit of all the holders of Zambezi Platinum Preference Shares. In terms of the Northam Guarantee, Northam will guarantee the payment of all amounts which Zambezi Platinum has contracted to pay (but failed to pay on the due date therefor) in respect of the Zambezi Platinum Preference Shares by means of, at Northam's election (subject to certain exceptions), a cash payment and/or the issue of a determinable number of Northam Shares to the holders of Zambezi Platinum Preference Shares.

In the event that Northam elects to issue new Northam Shares to holders of Zambezi Platinum Preference Shares in settlement of a claim under the Northam Guarantee, such Northam Shares will be issued at a value equal to 95% of the 10 day VWAP of Northam Shares for the 10 trading days succeeding the date upon which notice of a claim pursuant to the Northam Guarantee is provided to Northam.

As an alternative to making payment directly to the holders of Zambezi Platinum Preference Shares under the Northam Guarantee, Northam may choose to capitalise Zambezi Platinum with sufficient Northam Shares and/or cash to redeem the Zambezi Platinum Preference Shares by subscribing for Zambezi Platinum ordinary shares.

4. Salient dates and times

The salient dates and times of the Offer are set out below:

2015
Last day to trade in Northam Shares in order to participate in the Offer (cum entitlement) on Friday, 17 April
Northam Shares commence trading ex-entitlement at 09:00 on Monday, 20 April
Listing and trading of LAs on the Exchange commences at 09:00 under the JSE code NHMN and ISIN ZAE000203014 on Monday, 20 April
Offer Circular, Prospectus and where applicable, forms of instruction posted to Qualifying Shareholders holding certificated Shares (“Qualifying Certificated Shareholders“) on Tuesday, 21 April
Record date at 17:00 on Friday, 24 April
Qualifying Shareholders holding dematerialised Shares (“Qualifying Dematerialised Shareholders“) will have their central securities depositary participant (“CSDP“) or broker accounts automatically credited with their LAs at 09:00 on Tuesday, 28 April
Qualifying Certificated Shareholders will have their LAs credited to an electronic account held with the transfer secretaries at 09:00 on Tuesday, 28 April
Offer Circular and Prospectus posted to Qualifying Dematerialised Shareholders (where applicable) on Wednesday, 29 April
Qualifying Certificated Shareholders wishing to sell all or some of their LAs to deliver the Forms of Instruction to the transfer secretaries by 12:00 on Friday, 8 May
Last day to trade in LAs on the Exchange on Friday, 8 May
Listing of Zambezi Platinum Preference Shares and trading therein commences at 09:00 on Monday, 11 May
Offer closes – payments to be made and Form of Instruction in respect of LAs to be delivered by Qualifying Certificated Shareholders by 12:00 on (see note 5) Friday, 15 May
Record date for LAs on Friday, 15 May
Qualifying Dematerialised Shareholders’ (or their renouncees’ or their transferees’) CSDP or broker accounts will be debited with the aggregate Issue Price and updated with Zambezi Platinum Preference Shares on Monday, 18 May
Share certificates posted to Qualifying Certificated Shareholders (or their renouncees or transferees) on or about Monday, 18 May
Issue of Zambezi Platinum Preference Shares to Offer participants on Monday, 18 May
Results of Offer released on SENS on Monday, 18 May
Results of Offer published in the press on Tuesday, 19 May
Qualifying Dematerialised Shareholders’ (or their renouncees’ or their transferees') CSDP or broker accounts will be credited with Excess Offer Shares (if any) and debited with the Issue Price and updated with the Issue Price due on Wednesday, 20 May
Share certificates and/or refund cheques in respect of Excess Offer Shares posted to Qualifying Certificated Shareholders (or their renouncees or transferees) on or about Wednesday, 20 May

Notes:

  • 1. All times referred to are South African times.
  • 2. Northam Shares may not be dematerialised or rematerialised between Monday, 20 April 2015 and Friday, 24 April 2015, both days inclusive.
  • 3. Qualifying Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the Zambezi Platinum Preference 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 Qualifying Dematerialised Shareholders (or their renouncees or transferees) will be automatically credited with Zambezi Platinum Preference Shares to the extent to which they have accepted the Offer. If applicable, share certificates will be posted, by registered post, to Qualifying Certificated Shareholders (or their renouncees or transferees) at his/her risk in respect of the Zambezi Platinum Preference Shares which have been accepted.
  • 5. CSDP’s effect payment in respect of Qualifying Dematerialised Shareholders (or their renouncees or transferees) on a delivery versus payment basis.

5. Conditions precedent

There are no suspensive conditions to the Offer.

6. Shareholder documentation

The Offer Circular will be accompanied by the Prospectus and is expected to be issued to Shareholders on or about Tuesday, 21 April 2015.

Please note that this announcement is not a prospectus and is not an offer. Copies of the Offer Circular and the Prospectus will be available at the respective addresses specified therein from the date of issue thereof until the 10th business day following the Implementation Date.

7. Foreign shareholders

Any Shareholder resident or located outside of the Republic of South Africa ("Foreign Shareholder") who receives this announcement, the Offer Circular, the Prospectus and/or a form of instruction (in respect of Shareholders holding certificated Northam Shares) should obtain advice as to whether any governmental and/or any other legal consent is required and/or any other formality must be observed to enable such Shareholder to exercise its Rights to subscribe for Zambezi Platinum Preference Shares in terms of the Offer.

The Offer will not constitute an offer of securities in any jurisdiction in which it is illegal to make such an offer and this announcement, the Offer Circular, the Prospectus and forms of instruction should not be forwarded or transmitted by recipients thereof to any person in any territory other than where it is lawful to make such an offer.

Foreign Shareholders should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Zambezi Platinum Preference Shares or trade their LAs. Shareholders holding Northam Shares on behalf of persons who are Foreign Shareholders are responsible for ensuring that the taking up of the Zambezi Platinum Preference Shares, or trading in LAs, will not breach regulations in the relevant jurisdictions outside the Republic of South Africa.

To the extent that Foreign Shareholders are not entitled to participate in the Offer as a result of the aforementioned restrictions, the LAs attributable to such Shareholders will be sold by the transfer secretaries, or other third party nominated for this purpose, and the proceeds from such sales will be remitted to them provided that the aggregate of such receipts exceeds R20.

Johannesburg
10 April 2015

Sole bookrunner, corporate advisor and sponsor
One Capital

Attorneys to the sole bookrunner, corporate advisor and sponsor
Cliffe Dekker Hofmeyr Incorporated

Attorneys to Northam
Bowman Gilfillan Incorporated

Change to the board of directors

In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders of Northam are advised that Mr JAK Cochrane has resigned as a director, with effect from 15 April 2015.


In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders of Northam are advised that Mr JAK Cochrane has resigned as a director, with effect from 15 April 2015.

The board would like to thank Mr Cochrane for his valuable contribution to the company during his tenure as a director of Northam.

Johannesburg
10 April 2015

Sponsor and Debt Sponsor
One Capital

Notice of acquisition of beneficial interests in Northam ordinary shares ("shares")

In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008, as amended (“the Act”) and paragraph 3.83(b) of the JSE Listings Requirements, Northam shareholders are advised of the following:


In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008, as amended (“the Act”) and paragraph 3.83(b) of the JSE Listings Requirements, Northam shareholders are advised of the following:

  • The company has received notification from Coronation Asset Management Proprietary Limited, on behalf of their clients (“Coronation’s clients”) that they have, in aggregate, acquired an interest in Northam shares, such that the total interest held by Coronation’s clients now amounts to 34.45% of the total issued share capital of Northam.

The company will file the relevant notice with the Takeover Regulation Panel, as required in terms of Section 122(3)(a) of the Act.

Johannesburg
20 March 2015

Sponsor and Debt Sponsor
One Capital