Secondary placement of a 13% interest in Northam and notification in terms of section 122(3) of the Companies Act

1. Introduction

Prior to this announcement ENRC N.V. ("ENRC") held 51 732 782 ordinary shares in Northam ("Shares"), constituting approximately 13.01% of Northam’s issued share capital ("ENRC Stake").

Following a strategic review by ENRC, it concluded that the ENRC Stake represented a non-core asset and resolved to dispose thereof in an orderly manner and informed Northam of this intention.

ENRC and Northam jointly appointed One Capital as sole bookrunner to conduct a bookbuild ("Bookbuild") in respect of the ENRC Stake.

The entire ENRC Stake was placed in the Bookbuild.

Paul Dunne, Northam’s Chief Executive Officer, said “We are very pleased to again see the strong institutional support for Northam in a difficult platinum market.  It is also very positive to see that this support extends to Northam’s BEE transaction.”

2. Outcome of the Bookbuild

Following an oversubscription by qualifying institutional investors ("Institutions") in terms of the Bookbuild, the entire ENRC Stake was placed at a price of R48.25 per Northam share ("Bookbuild Price"), representing a total transaction value of approximately R2.5 billion.

The Bookbuild Price represents a discount of approximately 1% to the closing price per Share on the day preceding the booking of the Bookbuild trades.

3. Expressions of support in respect of Northam’s BEE transaction

All of the Institutions have expressed support ("Expressions of Support") for Northam’s Black Economic Empowerment transaction ("Northam’s BEE Transaction"), further details of which are contained in the circular to Northam shareholders dated 17 February 2015 ("Circular").

These Expressions of Support, combined with the irrevocable undertakings already received from other Northam shareholders to vote in favour of the resolutions pertaining to Northam’s BEE Transaction (as set out in the Circular), indicate strong support for Northam’s BEE Transaction.

4. Prescribed notification

In accordance with paragraph 3.83(b) of the JSE Limited Listings Requirements and section 122 of the Act, Northam shareholders are advised that Northam has received a notification from ENRC that it has disposed of its entire shareholding in Northam such that its shareholding in Northam now amounts to 0% of the total number of Shares in issue.

Northam will file the relevant notices with the Takeover Regulation Panel, as required in terms of section 122(3)(a) of the Act.

Johannesburg
10 March 2015

Sole Bookrunner in respect of the Bookbuild and Corporate Advisor, Sponsor and Debt Sponsor to Northam

One Capital