Announcements 2019

Interest payments notification – NHM006 and NHM007

Northam bondholders are advised of the following interest payments due on Wednesday, 16 October 2019.


Northam bondholders are advised of the following interest payments due on Wednesday, 16 October 2019:

Bond Code: NHM006
ISIN No: ZAG000158577
Coupon: 10.25%
Interest Period: 16 July 2019 to 15 October 2019
Interest Amount Due: R6 458 904.11
Payment Date: 16 October 2019
Date Convention: Following Business Day

Bond Code: NHM007
ISIN No: ZAG000158593
Coupon: 10.75%
Interest Period: 16 July 2019 to 15 October 2019
Interest Amount Due: R8 128 767.12
Payment Date: 16 October 2019
Date Convention: Following Business Day

Johannesburg
11 October 2019

Debt Sponsor
One Capital

Dealings in securities

Disposal of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)

In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam.  Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.


Disposal of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)

In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam.  Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.

Accordingly, in compliance with paragraphs 3.63 to 3.70 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by a director and chairman of the company and Zambezi Platinum:

Name of director Mr K B Mosehla
Name of associate Adelaide Trust
Relationship with associate Trustee
Date of transaction 1 October 2019
Nature of transaction Disposal of preference shares
Class of shares Preference shares
Price per preference share Various different trades with the following price information:
  • volume weighted average price of R75.83;
  • highest price of R76.10; and
  • lowest price of R75.80
Total number of preference shares 17 200
Value of transaction R1 304 335.80
Nature and extent of director’s interest Indirect beneficial interest in Zambezi Platinum  resulting in an indirect exposure to Northam ordinary shares
Transaction completed on market Yes
Clearance obtained in terms of paragraph 3.66 of the Listings Requirements Yes

Johannesburg
4 October 2019

Sponsor and Debt Sponsor
One Capital

Dealings in Securities

In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam.  Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.


Purchase of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)

In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam.  Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.

Accordingly, in compliance with paragraphs 3.63 to 3.70 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by associates of a director of a major subsidiary of the company and Zambezi Platinum:

Name of director of major subsidiary Mr L C van Schalkwyk
Name of major subsidiary Booysendal Platinum Proprietary Limited
Class of shares Preference shares
Transactions completed on market Yes
Clearance obtained in terms of paragraph 3.66 of the Listings Requirements Yes
   
Transaction 1  
Name of associate Mr L C van Schalkwyk
Relationship with director Son of Mr van Schalkwyk
Date of transaction 25 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9025
Total number of preference shares 153
Value of transaction R11 766.08
Nature and extent of director’s interest Indirect non-beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 2  
Name of associate Mrs C van Schalkwyk
Relationship with director Wife of Mr van Schalkwyk
Date of transaction 25 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9025
Total number of preference shares 115
Value of transaction R8 843.79
Nature and extent of director’s interest Indirect beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 3  
Name of associate Ms C van Schalkwyk
Relationship with director Daughter of Mr van Schalkwyk
Date of transaction 25 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9025
Total number of preference shares 620
Value of transaction R47 679.55
Nature and extent of director’s interest Indirect non-beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 4  
Name of associate Bepro Messina Proprietary Limited
Relationship with director Mr van Schalkwyk is a director of Bepro Messina Proprietary Limited
Date of transaction 25 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9025
Total number of preference shares 4 810
Value of transaction R369 901.03
Nature and extent of director’s interest Indirect beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 5  
Name of associate Mr L C van Schalkwyk
Relationship with director Son of Mr van Schalkwyk
Date of transaction 30 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9965
Total number of preference shares 1 541
Value of transaction R118 651.61
Nature and extent of director’s interest Indirect non-beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 6  
Name of associate Mrs C van Schalkwyk
Relationship with director Wife of Mr van Schalkwyk
Date of transaction 30 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9965
Total number of preference shares 1 541
Value of transaction R118 651.61
Nature and extent of director’s interest Indirect beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares
   
Transaction 7  
Name of associate Ms C van Schalkwyk
Relationship with director Daughter of Mr van Schalkwyk
Date of transaction 30 September 2019
Nature of transaction Purchase of preference shares
Price per preference share R76.9965
Total number of preference shares 1 541
Value of transaction R118 6561.61
Nature and extent of director’s interest Indirect non-beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares

Johannesburg
1 October 2019

Sponsor and Debt Sponsor
One Capital

Update regarding the acquisition of R293 million of Zambezi preference shares

Northam shareholders (“shareholders”) are referred to the announcement dated 2 September 2019 (“previous announcement”), pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi preference shares”), from Coronation Asset Management Proprietary Limited, acting as an investment manager on behalf of its clients, for a total cash consideration of approximately R292.6 million (“acquisition”).


Northam shareholders (“shareholders”) are referred to the announcement dated 2 September 2019 (“previous announcement”), pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi preference shares”), from Coronation Asset Management Proprietary Limited, acting as an investment manager on behalf of its clients, for a total cash consideration of approximately R292.6 million (“acquisition”).

As stated in the previous announcement, the acquisition is not subject to shareholder approval, provided an independent professional expert confirms that the terms of the acquisition are fair to shareholders (“fairness opinion”). Northam has appointed BDO Corporate Finance Proprietary Limited (“BDO”) as the independent professional expert for purposes of providing the fairness opinion.

Northam is pleased to announce that BDO has considered the terms and conditions of the acquisition and is of the opinion that the acquisition is fair to shareholders. Accordingly, the acquisition will be implemented on 30 September 2019.

A copy of the fairness opinion is available for inspection for a period of 28 days from the date of this announcement, at Northam’s registered office being, Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View.

Johannesburg
13 September 2019

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Independent Professional Expert to Northam
BDO Corporate Finance Proprietary Limited

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc

Interest payment notification – NHM012

Northam bondholders are advised of the following interest payment due on Friday, 13 September 2019:


Northam bondholders are advised of the following interest payment due on Friday, 13 September 2019:

Bond Code: NHM012
ISIN No: ZAG000160136
Coupon: 10.808%
Interest Period: 13 June 2019 to 12 September 2019
Interest Amount Due: R2 724 208.22
Payment Date: 13 September 2019
Date Convention: Following Business Day

Johannesburg
10 September 2019

Debt Sponsor
One Capital

Media release: Northam places R500 million of domestic medium term notes

Northam is pleased to announce that it has completed a private placement of domestic medium term notes (“Notes”) to the value of R500 million (“New Notes”) under Northam’s R5 billion Domestic Medium Term Note Programme (“Programme”).


Northam is pleased to announce that it has completed a private placement of domestic medium term notes (“Notes”) to the value of R500 million (“New Notes”) under Northam’s R5 billion Domestic Medium Term Note Programme (“Programme”). The New Notes will be issued today on the Interest Rate Market of the JSE Limited and will mature over one year from the date of issue. The New Notes will attract a floating rate coupon of 2.40% per annum above a 3 month ZAR-JIBAR and interest will be payable quarterly.

Following the placement of the New Notes, the total notional value of Notes in issue under the Programme will amount to R2,325 billion.

Johannesburg
9 September 2019

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Sole Arranger and Dealer to Northam in respect of the Notes
One Capital

Legal Advisors to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

SENS: Northam places R500 million of domestic medium term notes

Northam is pleased to advise that it has completed a private placement of domestic medium-term notes to the value of R500 million under Northam’s R5 billion Domestic Medium Term Note Programme.


Johannesburg, Monday 09 September 2019.  Northam is pleased to advise that it has completed a private placement of domestic medium term notes to the value of R500 million under Northam’s R5 billion Domestic Medium Term Note Programme. The New Notes will be issued today on the Interest Rate Market of the JSE Limited and will mature over one year from the date of issue. The New Notes will attract a floating rate coupon of 2.40% per annum above a three-month ZAR-JIBAR and interest will be payable quarterly.

Following the placement of the New Notes, the total notional value of Notes in issue under the Programme will amount to R2,325 billion.  

Johannesburg
9 September 2019

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Edith Leeson +27 79 527 6882

Listing of new financial instrument – NHM013

The JSE Limited has granted approval for the listing of NHM013 Senior Unsecured Floating Rate Notes, under the Northam Platinum Limited ZAR5 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and/or supplemented from time to time, as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 September 2019.


The JSE Limited (“JSE”) has granted approval for the listing of NHM013 Senior Unsecured Floating Rate Notes (“Notes”), under the Northam Platinum Limited ZAR5 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and/or supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 September 2019.

The details pertaining to NHM013 are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR2 325 000 000.00 including this issue
Instrument Code NHM013
Nominal Amount: ZAR500 000 000.00
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 240 bps, being 9.208% on the first Interest Rate Determination Date (3 Month ZAR-JIBAR as at 5 September 2019 of 6.808% plus 240 bps)
Interest Rate Determination Date(s):       5 September 2019, 9 December 2019, 9 March 2020 and 9 June 2020 (or the first Business Day of each Interest Period)
Coupon Rate Indicator: Floating
Issue Date: 9 September 2019
Interest Commencement Date: 9 September 2019
Maturity Date: 9 September 2020
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 28 November 2019, 27 February 2020, 29 May 2020 and 29 August 2020 or if such day is not a Business Day, the Business Day before each Books Closed Period
Books Closed Period: From 29 November 2019 to 8 December 2019, 28 February 2020 to 8 March 2020, 30 May 2020 to 8 June 2020 and 30 August 2020 to 8 September 2020 (all dates inclusive)
Interest Payment Date(s): 9 December 2019, 9 March 2020, 9 June 2020 and 9 September 2020
ISIN No: ZAG000162181
Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) contains additional terms and conditions to the terms and conditions as contained in the Programme Memorandum, dated 3 August 2012, (“Terms and Conditions”)
Summary of additional terms and conditions: The additional terms and conditions pertain to the applicable guarantee and the amendment of Condition 16.1 (Senior Notes) by including additional Events of Default in terms of Condition 16.1.1.9 (Other) of the Terms and Conditions. Investors should refer to Appendix “A” of the APS for full details of the additional terms and conditions, available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1269-applicable-pricing-supplement-06092019

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
6 September 2019

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam in respect of the Notes
Bowman Gilfillan Inc.

Acquisition of R293 million of Zambezi preference shares

Northam shareholders (“shareholders”) are referred to the announcement dated 30 August 2019 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”), (“Zambezi preference shares”).


ACQUISITION OF R293 MILLION OF ZAMBEZI PREFERENCE SHARES

  1. INTRODUCTION

    Northam shareholders (“shareholders”) are referred to the announcement dated 30 August 2019 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”), (“Zambezi preference shares”).

    Northam is pleased to announce that, since the date of the previous announcement, Northam has reached an agreement to acquire additional Zambezi preference shares, as detailed in paragraph 3 below (“acquisition”). Following the acquisition, Northam will hold 23 388 840 Zambezi preference shares, representing approximately 14.6% of all Zambezi preference shares in issue.

  2. RATIONALE FOR THE ACQUISITION

    As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi elect to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

  3. SMALL RELATED PARTY TRANSACTION

    Northam has reached agreement with Coronation Asset Management Proprietary Limited, acting as an investment manager on behalf of its clients (“Coronation”), pursuant to which Northam will acquire Coronation’s entire remaining shareholding of Zambezi preference shares, being 3 980 382 Zambezi preference shares, at a price of R73.50 per Zambezi preference share, for a total cash consideration of approximately R292.6 million. The acquisition will be funded from Northam’s cash reserves.

    The acquisition will be implemented on 30 September 2019, provided Northam obtains a fairness opinion confirming that the transaction is fair to shareholders, as further detailed below. 

    Coronation is a material shareholder of Northam, in that it is able to exercise voting control, on behalf of its clients, in excess of 10% of all Northam shares in issue. Accordingly, Coronation is a related party to Northam as contemplated in paragraph 10.1(b)(i) of the JSE Limited Listings Requirements (“Listings Requirements”) and the acquisition is categorised as a “small related party transaction” in terms of paragraph 10.7 of the Listings Requirements.

    The acquisition is not subject to shareholder approval, provided an independent professional expert confirms that the terms of the acquisition are fair to shareholders (“fairness opinion”). Further information regarding the fairness opinion will be published on SENS in due course.

  4. DETAILS OF THE ZAMBEZI PREFERENCE SHARES

    The Zambezi preference shares are cumulative, non-participating redeemable preference shares which accrue dividends at a nominal rate equal to the South African prime interest rate plus 3.5%, calculated on a daily basis, based on a 365-day year, compounded annually. The Zambezi preference shares were listed on the securities exchange operated by the JSE Limited on 11 May 2015.

    Subject to certain exceptions, the Zambezi preference shares are redeemable on 17 May 2025 and will be redeemed, at Zambezi’s election, in cash and / or through the distribution of Northam shares held by Zambezi. The redemption of the Zambezi preference shares is secured through a guarantee provided by Northam in favour of the holders of Zambezi preference shares. If the guarantee is exercised, Northam will, at its election, settle the associated liability using cash and / or through the issue of new Northam shares.
    As reported in the annual financial statements of Northam for the year ended 30 June 2019, the Zambezi preference share liability amounted to approximately R10.8 billion and the accumulated preference share dividends for the period amounted to approximately R1.3 billion. The acquisition by Northam of Zambezi preference shares will reduce the Zambezi preference share liability and accumulated preference share dividends recognised in Northam’s consolidated financial statements. The accounting policies adopted by Northam in the preparation of its annual financial statements are in accordance with the International Financial Reporting Standards.

    Johannesburg
    2 September 2019

    Corporate Advisor, Sponsor and Debt Sponsor to Northam
    One Capital

    Attorneys to Northam
    Cliffe Dekker Hofmeyr Inc.

Northam adds to its Zambezi pref shares

Northam is pleased to announce the acquisition of 13 700 000 Zambezi preference shares, bringing its holding of preference shares to 19 408 458, representing 12.1% of all Zambezi preference shares in issue.  Northam has acquired these Zambezi preference shares from the PIC for a cash amount of R1.007 billion. The acquisition will be funded by Northam’s cash reserves.


Johannesburg, 30 August 2019. Northam is pleased to announce the acquisition of 13 700 000 Zambezi preference shares, bringing its holding of preference shares to 19 408 458, representing 12.1% of all Zambezi preference shares in issue.  Northam has acquired these Zambezi preference shares from the PIC for a cash amount of R1.007 billion. The acquisition will be funded by Northam’s cash reserves.

This announcement follows on the previous advisory to shareholders dated 6 August 2019 and will be beneficial to Northam shareholders:

  • the transaction will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements;
  • it will also reduce Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon; and
  • should Zambezi elect to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam held by Zambezi, then the redemption of the Zambezi preference shares held by Northam will result in reducing the number of Northam shares in issue.

Northam CEO Paul Dunne said today, “Zambezi’s structure presents a very compelling and powerful way for Northam to return value to shareholders through the purchase of the Zambezi preference shares.”

Issued by R&A Strategic Communications
Tel 011 880 3924
Marion Brower 071 493 0387