Trading update, commencement of a domestic medium term note programme and proposed restructuring of Northam’s black economic empowerment shareholding

Trading update

Northam shareholders (“Shareholders”) are advised that the Company’s earnings per share and headline earnings per share for the year ended 30 June 2012 (“FY2012”) are both estimated to be between 70 and 85 cents. This compares with earnings per share of 96.2 cents and headline earnings per share of 89.5 cents reported for the year ended 30 June 2011 (“FY2011”).

The anticipated lower earnings stems primarily from flat sales volumes (year on year) as a consequence of the smelter shut down in the fourth quarter of the financial year, as referred to in the Company’s announcements dated 11 May 2012 and 15 May 2012, respectively . This restricted the volume of material available for sale despite materially higher mine production compared to the previous year.

The weighted average number of shares in issue for FY2012 was 382 426 483, compared with 363 087 830 for FY2011.

The preliminary results for FY2012 are expected to be released on or about 24 August 2012.

The information provided above has not been reviewed or reported on by the Company’s auditors.

Domestic medium term note programme

Northam’s board of directors (“Board”) has resolved to initiate a R2 billion domestic medium term note programme (“DMTN Programme”), the purpose of which will be to raise additional third party debt funding to partially fund the approximately R4 billion total capital expenditure programme pertaining to Northam’s ongoing Booysendal mine development (“Booysendal Development”) and general working capital expenditure of the Company. Northam has to date funded approximately R2.5 billion (as at 30 June 2012) of the Booysendal Development with internally generated cash.

The Company expects to announce the outcome of its DMTN Programme’s first placement during August 2012.

Restructuring of broad based black economic empowerment (“BEE”) shareholding

Shareholders are advised that, as a result of the recent significant decreases in the share prices of Platinum Group Metals producers, including Northam (“Share Price Decline”) certain of Northam’s BEE Shareholders have been required to dispose of a significant portion of their Northam shareholdings in order to address current breaches of covenants contained in the BEE financing agreements entered into by these BEE Shareholders (“BEE Financing Agreements”).

In terms of the BEE Financing Agreements, two of Northam’s BEE Shareholders, namely Afripalm Resources (Proprietary) Limited (“Afripalm”) and Mvelaphanda Holdings (Proprietary) Limited (“Mvela Holdings”) pledged the Northam shares held by them as security (“Affected Shares”) for the funds provided to them (collectively referring to Afripalm and Mvela Holdings as “Affected BEE Shareholders”).

Accordingly, the lenders to the Affected BEE Shareholders have exercised their claims over the Affected Shares and are likely to dispose of a sufficient number of such Affected Shares so as to restore compliance by the Affected BEE Shareholders with the terms of the BEE Financing Agreements.

The resultant potential reduction in Northam’s BEE status is still uncertain but could be in the order of 10 percentage points, thereby reducing the total BEE shareholding in Northam from 26% to approximately 16% (“Potential BEE Decrease”).

In anticipation of the Potential BEE Decrease and in order to pro-actively seek solutions to address this, Northam has consulted with the Department of Mineral Resources (“DMR”). The DMR requires Northam to urgently restore its BEE shareholding to a minimum of 26% (“BEE Target”).

Proposed bee transactions to achieve the bee target

In conformity with Northam’s commitment to transformation, the Board has resolved that Northam should develop and implement an additional BEE transaction (“BEE Transaction”) to achieve and sustain the BEE Target and has furthermore established certain key principles around which the BEE Transaction should be structured and implemented. These are:

With the above principles in mind, and subject to approval by the DMR, Northam proposes to proceed with the creation of one or more BEE trusts (“BEE Trusts”), the beneficiaries of which are expected to include Northam’s existing BEE shareholders, a broad based women’s group and other BEE entities.

Following the establishment of the BEE Trusts, Northam proposes to create a new class of ordinary shares (““A” Shares”). These “A” Shares will rank pari passu with Northam’s current ordinary shares in issue with respect to voting rights but will be subject to dividend restrictions, as more fully set out below. A sufficient number of “A” Shares would then be issued to the BEE Trusts, at a value to be determined by the Board and to be approved by Northam’s Shareholders, so as to achieve the BEE Target.

It is further proposed that the issue of the “A” Shares to the BEE Trusts will be funded by way of a notional funding structure which will not require the BEE Trusts to encumber the “A” Shares with third party finance and furthermore will have no significant short to medium term cash flow implications for Northam.

In terms of the proposed notional funding structure, it is envisaged that the amount notionally owing by the BEE Trusts to Northam, created through the issuing of the “A” Shares, (“Notional Outstanding Amount”) will be escalated annually at a rate to be determined by the Board and approved by Shareholders.

The Notional Outstanding Amount will be reduced on the basis of a notional allocation of free cash flows generated by Northam (“Notional Repayment”). The Notional Repayment will not have a cash flow implication for Northam or its existing Shareholders.

Once the Notional Outstanding Amount has been reduced to zero, the “A” Shares will rank pari passu with Northam’s ordinary shares in all respects, including with respect to future dividends. Accordingly, until such time as the Notional Outstanding Amount is reduced to zero, the economic interest attributable to Northam’s existing issued shares will not be diluted.

Shareholder approval and circular

The BEE Transaction will require the approval of Shareholders in general meeting. A circular, including a notice convening a general meeting for this purpose and setting out full details of the BEE Transaction will be sent to Shareholders in due course.

Shareholders are further advised that the BEE Transaction is still in its initial stages and a further announcement will be made by the Company when the terms and conditions of the BEE Transaction have been finalised.

3 August 2012

Corporate Advisor and Sponsor
One Capital

  • The BEE Transaction should ensure compliance by Northam and the relevant participants with the provisions and principles of the Mining Charter and the requirements of the Mineral and Petroleum Resources Development Act.
  • The BEE Transaction should be sustainable and be beneficial for all stakeholders, including Northam and its existing Shareholders.
  • The BEE Transaction should ensure that Northam’s BEE shareholding percentage is secured at the BEE Target for an extended period so as to ensure that Northam’s BEE status is not threatened in the future.
  • The cost of the BEE Transaction to existing Shareholders should be minimised.
  • Participation in the BEE Transaction should be broad-based to ensure that historically marginalised communities and individuals also benefit.