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