Announcements 2013
- 13 Dec 2013
Zondereinde strike – update 7
The management of Northam Platinum advises that after a strike of six weeks, at its Zondereinde operation, by members of the National Union of Mineworkers, NUM's demands, in aggregate, remain at an increase of 16% on basic wages.
Johannesburg, Friday 13 December 2013. The management of Northam Platinum advises that after a strike of six weeks, at its Zondereinde operation, by members of the National Union of Mineworkers, NUM’s demands, in aggregate, remain at an increase of 16% on basic wages. In addition NUM demands an increase of 69% in the living out allowance.
Northam therefore has informed the CCMA that its final offer of wage increases ranging between 8% and 9% for non core and core employees in the A and B categories and an 8% increase in the living out allowance, conditional on a two year wage agreement, remains on the table.
Northam has further proposed to the CCMA that, in the light of NUM’s intransigent position, that the CCMA’s mediation process be held in abeyance until the New Year.
Striking employees have lost R74 million in wages.
Northam’s revenue losses to date amount to some R450 million, with expected losses of R500 million for the year.
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 12 Dec 2013
New R400 million short term revolving credit facility and amendments to Northam’s existing R1 billion revolving credit facility
Shareholders are referred to the announcement released on SENS on 20 September 2013. The company is pleased to advise shareholders that the R400 million STRCF referred to in the announcement has been secured and is available to Northam.
Shareholders are referred to the announcement released on SENS on 20 September 2013. The company is pleased to advise shareholders that the R400 million STRCF referred to in the announcement has been secured and is available to Northam.
In parallel with the implementation of the STRCF, Northam has secured a complete special covenant holiday in respect of all existing debt covenants applicable to the current R1 billion RCF that pertain or are calculated with reference to Northam’s earnings before interest, tax, depreciation and amortisation over the next three measuring periods (i.e. ending on 31 December 2013, 30 June 2014 and 31 December 2014, respectively).
The covenant holiday also applies to the R400 million STRCF.
Sponsor and Debt Sponsor
One Capital
- 09 Dec 2013
Results of the claw-back rights offer
Northam shareholders are referred to the announcements published on SENS on 20 September 2013 and 1 November 2013, as well as the circular to shareholders issued on 18 November 2013 (circular), setting out the details of Northam’s fully subscribed R600 million renounceable claw-back rights offer of 15 million new Northam ordinary shares.
Northam shareholders are referred to the announcements published on SENS on 20 September 2013 and 1 November 2013, as well as the circular to shareholders issued on 18 November 2013 (circular), setting out the details of Northam’s fully subscribed R600 million renounceable claw-back rights offer of 15 million new Northam ordinary shares (claw-back shares) in the ratio of 3.92068 claw-back shares for every 100 Northam ordinary shares held on Friday, 15 November 2013, at a subscription price of R40 per claw-back share (offer).
As set out in the circular, pursuant to the commitment agreement entered into between Northam and Coronation Asset Management Proprietary Limited (subscriber), the offer was fully subscribed for.
The offer closed at 12:00 on Friday, 6 December 2013 (record date). The results of the offer are as follows:
Number of claw-back shares | Percentage of claw-back shares | |
---|---|---|
Claw-back shares available for subscription | 15 000 000 | 100% |
Claw-back shares subscribed for | 6 563 015 | 43.75% |
Claw-back shares allocated to the subscriber | 8 436 985 | 56.25% |
The claw-back shares will be issued today, Monday, 9 December 2013.
Dematerialised shareholders registered as such on the record date (or their renouncees), who validly subscribed for claw-back shares, will have their accounts with their central securities depository participant or broker credited with the claw-back shares to which they are entitled today, Monday, 9 December 2013.
Certificated shareholders registered as such on the record date (or their renouncees), who validly subscribed for claw-back shares, will have share certificates in respect of the claw-back shares to which they are entitled posted to them via registered post, at their own risk, today, Monday, 9 December 2013.
Sponsor and Debt Sponsor
One Capital
- 04 Dec 2013
Interest rate reset announcement
Noteholders are hereby advised of the interest rate reset on the following note.
Noteholders are hereby advised of the interest rate reset on the following Note:
NHM001 | 8.70% p.a. (350bps above 3 month Jibar of 5.20%) for the period 4 December 2013 to 3 March 2014, payable on 4 March 2014 (Modified Following*) |
Next reset: 4 March 2014 |
JIBAR rates as at 4 December 2013: 3 Month 5.20%
*When the Interest Payment Date falls on a non-business day, one of the following business day conventions will be applied, as specified for each individual bond in its applicable pricing supplement:
- Following: Means interest will be paid on the first business day after the weekend or public holiday.
- Modified Following: Means interest will be paid on the first business day after the weekend or public holiday. However, if the first business day after the weekend or public holiday falls in a new calendar month, interest will then be paid on the last business day before the weekend / public holiday.
- Preceding: Means interest will be paid on the last business day before the weekend or public holiday.
Sponsor and Debt Sponsor
One Capital
- 28 Nov 2013
Northam’s response to memorandum from the National Union of Mineworkers (NUM)
Text of a letter delivered to Messrs. F Baleni, E Tantsi and J Moloko of the NUM on 28 November 2013.
Johannesburg, 28 November 2013. Text of a letter delivered to Messrs. F Baleni, E Tantsi and J Moloko of the NUM on 28 November 2013.
The management of Northam is in receipt of your memorandum ‘Grievances to Northam Platinum Limited’ dated 26 November 2013.
Prior to dealing with the contents of the memorandum, may we compliment the NUM and its members on their conduct during the march on Tuesday, 26 November.
In respect of the memorandum, we have scrutinised all of the issues raised and respond below. We remind you that the dispute is in respect of wages and conditions of service, and will therefore limit our response to these matters only.
There are five main issues raised in your memorandum:
- Wage increases and housing/living-out allowance
- Negotiating in good faith
- Hydro-power
- Maternity leave
- Communication with employees.
We will deal with each issue in turn below.
Wage increases:
Your demand for an across-the-board wage increases of R2,100 per month for core employees and R2,000 per month for non-core employees in category 2-8 amounts to increases of between 22% to 43%. A further increase in the housing/living-out allowance from R2,200 per month to R3,718 per month equates to a 69% increase. Thus, you are seeking an entry level wage increase of around 61%.
The company cannot afford the proposed wage increase or the increase in housing/living-out allowance, not even in a staggered manner in the short term.
Further, any rise in the settlement would inform the affordability of any other issues still in dispute. You are reminded that some demands had been agreed to in principle, providing an amicable settlement in regard to the above is reached.
Management has been mandated to ensure an affordable and sustainable outcome to the wage negotiations, in order to ensure the future sustainability of the mine. The offer of 8.5% (9% inclusive of Service Increment) for core employees and 7.5% (8% inclusive of Service Increment) for non-core employees, and an increase of 8% per year in the living-out allowance for categories 2-8 employees, for the next two years, is a very responsible and fair offer. It must be noted that this is the highest in the mining industry agreed this year, and above that of the gold sector in which the NUM is the dominant union. Given the settlements elsewhere in the industry, to which NUM is party, we are unable to understand NUM’s current position and its refusal to make concessions.
Considering the mine’s financial position, the current economic climate and the depreciating basket price we receive for our metals which has been below the gold price for several years, management must and will continue to act in the best interest of all stakeholders. The company therefore is unable to countenance acceding to NUM’s demands.
Negotiating in good faith:
We take issue with the NUM’s allegation that the company has not bargained in good faith. Good faith bargaining has been a guiding principle of the company’s approach to these and all other negotiations. This is clearly evidenced by the moves and concessions that the company has made.
Negotiation, as you are well aware, is, by definition, a process of give and take. Making concessions is evidence of this.
During the private mediation processes NUM did not alter its demands at all, while the company made two consecutive improvements in its offer. Although the NUM referred the dispute to the CCMA for mediation, the NUM continued to make no concessions during this process. The commissioner declared the dispute unresolved, stating that the parties were too far apart.
At the request of Messrs Tantsi and Moloko, Northam tabled its final offer on 5 November. This was the company’s third revision. Further mediatory processes ensued, but still there was no movement in the demand made by the NUM. It is simply not possible to ‘negotiate’ if only one party ever moves, and the other party maintains its position. We therefore call on NUM to show good faith in its approach to these negotiations.
Hydro-power
There is no scientific evidence of any ill-effects of hydro-power. The benefits of hydro-power are significant in terms of occupational health – cooler conditions, reduced noise, and reduced dust in underground environments.
Northam has been operating on hydro-power for more than 20 years. Other mines in the industry also use hydro-power. That said, should the union wish to raise specific and well-founded concerns, then the company would address them.
We must also take issue with the principle embedded herein. It would be unconscionable for the company to condone employees working in harmful working conditions or compensate employees for working in such harmful working conditions. Should harmful working conditions exist, those conditions need to be addressed.
Maternity leave
There is no industry policy relating to paid maternity leave. Different companies have different policies in place. The Basic Conditions of Employment Act provides for four months unpaid leave. Northam goes further than that, and pays one month of paid leave as well. It should also be noted that Northam bears the cost of pregnant employees not being able to work underground during and immediately after their pregnancy.
Communication with employees
It is management’s right and indeed responsibility, to communicate with employees. We will continue to do so. We will also continue to communicate with the company’s many and varied stakeholders who are affected by the strike action. Again, it is our responsibility to do so.
Now more than ever, it is of critical importance that information is shared in a transparent fashion. The very future of our mine and livelihoods of our employees, their dependents and many, many other interested parties are at stake.
In conclusion
The continued strike brings the affordability of the current offer into question. Similarly, it threatens our ability to consider other non-wage related demands, or our ability to avoid job losses.
May I remind you of one of the basic tenets of the Framework Agreement for a Sustainable Mining Industry, forged under the auspices of the Deputy President and to which the NUM is a signatory, “Workers, the unemployed and vulnerable groups are the biggest losers in unstable economic conditions. Our experience from the 2008 global financial crisis highlights that job losses are often difficult to reverse and that regaining market share is not easy for firms given the high levels of global competition.”
It goes on to say that in order to ‘succeed’, the framework agreement requires stakeholders to dedicate “... the necessary capacity and time; accept that economic realities constrain our decisions; and communicate their commitments as well as progress in implementation consistently and strongly to their members”.
The management of Northam remains willing to engage with NUM leadership, to reach and finalise an amicable settlement. We urge the NUM to reconsider its substantive position with regard to wages and to communicate openly and honestly with all affected parties.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 28 Nov 2013
Northam clarifies public letter to NUM General Secretary
Shareholders and stakeholders will have noted Northam’s public communication initiative last week with the NUM.
Johannesburg, 28 November 2013. Shareholders and stakeholders will have noted Northam’s public communication initiative last week with the NUM. This public initiative complements and follows on Northam’s direct communications with its employees, investors, the government and the public at large.
The decision to embark on this initiative was informed by the following factors:
- A clear disconnect in information-sharing between the union and employees. It had become apparent that the strike at Northam’s Zondereinde operation was part of a bigger play by the NUM, and had little to do with actual wage negotiations at Zondereinde. This communication became more challenging since many employees had returned to their homes around the country, and neighbouring countries.
-
Misinformation in the media and public domain perpetuated by the NUM, which is potentially harmful to Northam. NUM’s communication has been misleading and disingenuous. By way of example:
- NUM claims not to have gone on strike at Northam last year, when the rest of the platinum industry was on strike. They fail to mention that the NUM did not call a strike anywhere on the platinum belt, and that NUM’s two-week unprotected strike earlier this year at Northam lost the company R200m in revenue, without any material benefits to employees.
- The NUM has by-passed Zondereinde and Northam management and has tried to engage the board in wage negotiations. It has done this in a highly public way, and on matters not related to wage negotiations.
- Allied to this, the NUM has made vague but many allegations about racism and the lack of transformation at Northam, again in the public domain.
- NUM’s failure to mention that while the company has revised its offer three times during the wage negotiations, the union has not moved from its original position.
- Finally, the NUM’s very public and planned march to Northam’s corporate office was intended to publicly denounce management, and further NUM’s public positioning.
- The refusal by NUM national leadership, and in particular, Mr Baleni to engage with Northam at all during these wage negotiations.
Given that the union is one of many stakeholders, our communications extended also to employees, surrounding communities and neighbours, with government, the media, and shareholders and the public at large.
We did this through:
- Regular updates to our shareholders and to the media on Northam’s position.
- A letter to the Minister of Mineral Resources providing background on the negotiations, the strike and the industry and company position.
- We embarked on a campaign on local radio stations around the Zondereinde mine, and in Mozambique, Lesotho and the Eastern Cape, giving employees information on the offer, and why it was important for us to work together to save the mine and jobs.
- We wrote and delivered to Frans Baleni the open letter that was later published in the media. This was delivered to his office on Friday 22 November, two days prior to its publication first in City Press and then on Monday in Business Day and receipt of this document was signed for.
We believe that our communications initiative achieved the following:
- Our investors remain informed.
- There has not been any negative commentary from the government.
- The response from the media has largely been understanding of Northam’s position; and
- For the first time, Frans Baleni has engaged in the debate; and was visible at the NUM march on the Northam coroprate offices. We are hopeful now that the NUM may actually come to the negotiating table. This may indeed be a break-through.
It is regrettable that we have had to resort to a highly public position in this way. This is not Northam’s traditional style. But, having entered the fourth week of a strike, we needed to take unusual steps to break the impasse.
The management of Northam remains willing to engage with NUM leadership, to reach and finalise an amicable settlement. We urge the NUM to reconsider its substantive position with regard to wages and communicate openly and honestly with all affected parties.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 26 Nov 2013
Northam accepts memorandum from the NUM
The management of Northam Platinum confirms receipt of a memorandum delivered to the company’s corporate office in Johannesburg today, Tuesday 26 November.
Johannesburg, 26 November 2013. The management of Northam Platinum confirms receipt of a memorandum delivered to the company’s corporate office in Johannesburg today, Tuesday 26 November following a march by members of the National Union of Mineworkers (NUM).
Northam financial director Ayanda Khumalo took delivery of the memorandum on behalf of the company. In accepting the union’s demands, Mr Khumalo acknowledged the disciplined approach of the marchers and the peaceful nature of the protest.
The company will review the memorandum and respond to the union as soon as practicably possible.
Memorandum presented to Northam by the NUM, 26 November 2013. (PDF - 82KB)
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 20 Nov 2013
Zondereinde strike – update 6
The management of Northam Platinum Limited advises that revenue losses at the company’s Zondereinde mine to date have grown to approximately R200 million.
Johannesburg, 20 November 2013. The management of Northam Platinum Limited (Northam) advises that revenue losses at the company’s Zondereinde mine to date have grown to approximately R200 million.
The revenue losses result from a strike by the National Union of Mineworkers (NUM) which has declined the company’s offer for wage increases of up to 9%. Employees have lost R30 million in wages to date.
The strike enters its 14th day today. On average, Zondereinde produces 1 000 ounces on a daily basis.
The company cannot accede to the NUM’s demands, which would significantly raise the cost base of the business and jeopardise the sustainability of the company and jobs, in the longer term.
For further information on the company’s offer and the union’s demands see:
wagenegotiations.northam.co.za
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 18 Nov 2013
Zondereinde strike: update 5
The management of Northam advises that the talks held at the Commission for Conciliation, Mediation and Arbitration on Friday 15 November 2013 to resolve the current impasse between the National Union of Mineworkers and the management of the Zondereinde division of the company were inconclusive.
The management of Northam advises that the talks held at the Commission for Conciliation, Mediation and Arbitration (CCMA) on Friday 15 November 2013 to resolve the current impasse between the National Union of Mineworkers (NUM) and the management of the Zondereinde division of the company were inconclusive.
The company’s offer of a 9% increase for core and 8% for non-core employees, and an 8% increase in the living out allowance, remains unchanged. This offer, made on 5 November, is inclusive of a 0.5% service increment.
The NUM’s demands remain as follows for category 2-8 employees (A and B band employees)
- An increase for non-core employees of R2 000 on basic wages (equivalent to 22% - 42% at the lowest levels);
- An increase for core employees of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level);
- The living out allowance to be increased by 69% from R2 200 to R3 718 monthly staggered in two tranches over six months.
- No multi-year agreement.
Northam has indicated its willingness to continue with facilitated talks, and is encouraged by the NUM’s positive reaction to further discussions.
Johannesburg
18 November 2013
Sponsor and Debt Sponsor
One Capital
- 18 Nov 2013
Posting of Northam claw-back rights offer circular
Northam shareholders are referred to the finalisation announcement released on SENS on 1 November 2013 and published in the press on 4 November 2013, regarding the fully subscribed R600 million renounceable claw-back rights offer.
Johannesburg, Monday 18 November 2013. Northam shareholders (“shareholders") are referred to the finalisation announcement released on SENS on 1 November 2013 and published in the press on 4 November 2013, regarding the fully subscribed R600 million renounceable claw-back rights offer (“offer”), in terms of which 15 million new Northam ordinary shares (“claw-back shares”) will be offered to shareholders at a subscription price of R40 per claw-back share.
Shareholders are advised that the offer opened today and that the circular providing details of the offer ("circular”) and a form of instruction, where applicable, was posted today. An electronic version of the circular is available on the Northam website.
Shareholders who hold Northam ordinary shares in certificated form are requested to contact the company’s transfer secretaries with any queries regarding the forms of instruction issued in respect of letters of allocation relating to the offer.
Northam circular to shareholders (PDF – 281KB)
Form of instruction (PDF – 58KB)
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 13 Nov 2013
Zondereinde strike: update 4
The board of Northam Platinum has taken note of a memorandum delivered by the NUM to Zondereinde management on Tuesday 12 November requesting its involvement in the wage negotiation process.
Johannesburg, Wednesday 13 November 2013. The board of Northam Platinum has taken note of a memorandum delivered by the NUM to Zondereinde management on Tuesday 12 November requesting its involvement in the wage negotiation process. The directors would like to clarify the respective roles and functions of the board and management as follows:
- The board’s role is to provide management with a mandate in the wage negotiation process, not to get involved in the day to day management functions.
- The board conscientiously considered all the relevant factors before having provided management with a wage negotiation mandate.
- At all times executive management updates the board on developments at the negotiating table.
The company would like to reiterate that the union has not indicated any willingness to move from its demand for basic wage increases of R2 000 and R2 100 per month for core and non-core employees respectively, and a living out allowance of R3 718. These demands equate to wage increases of between 22% and 43% and an increase in the living out allowance of 69%. In addition to the basic wage demands above, all the other demands would have the effect of increasing the company’s wage bill by 61%.
Management has acted on the board’s mandate. The company has revised its offer three times. Given the economic conditions in the platinum industry, the current offer is the maximum the company can afford for the business to remain sustainable, and is at the top end of all other settlements in the industry to date. Furthermore, the longer the mine stands, the less affordable the offer becomes.
The NUM has continued to indicate its unwillingness to talk about percentage increases and its preference to deal with the actual quantum. The company’s offer has been presented to the NUM in both formats. For comparability purposes the company’s offer for a two year agreement is presented in the tables below in both percentage and quantum terms:
2013 (inclusive of a 0.5% service increment) | ||
---|---|---|
Employees | Cat 2-8 | Cat 9-10 |
Non-core | 8.0% | 7.5% |
Core | 9.0% | 8.0% |
LOA and hostel allowance | 8.0% | 7.0% |
2014* (inclusive of a 0.5% service increment) | ||
---|---|---|
Employees | Cat 2-8 | Cat 9-10 |
Non-core | 8.0% | 7.5% |
Core | 9.0% | 8.0% |
LOA and hostel allowance | 8.0% | 7.0% |
* For 2014 the higher of CPI+1 or the above
2013 | ||
---|---|---|
Employees | Cat 2-8 | Cat 9-10 |
Non-core | R500 | 7.5% |
Core | R600 | 8.0% |
LOA and hostel allowance | R175 | 7.0% |
2014* | ||
---|---|---|
Employees | Cat 2-8 | Cat 9-10 |
Non-core | R550 | 7.5% |
Core | R650 | 8.0% |
LOA and hostel allowance | R190 | 7.0% |
* For 2014 the higher of CPI+1 or the above
A further meeting under the auspices of the CCMA has been scheduled for Friday 15 November 2013.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 07 Nov 2013
Zondereinde situation: update 3
The management of the Zondereinde division of Northam has been advised by the NUM that the strike at the mine will continue, following the union’s rejection of the wage offer made by the company on Tuesday 5 November, for category 2 to 8 employees.
Johannesburg, Thursday 7 November 2013. The management of the Zondereinde division of Northam has been advised by the NUM that the strike at the mine will continue, following the union’s rejection of the wage offer made by the company on Tuesday 5 November, for category 2 to 8 employees.
The improved two year offer includes increases ranging from 8.0% to 9.0% inclusive of the 0.5% service increment for both the first and second years, or CPI plus 1% whichever is the higher in year two. The previous offers tabled ranged from 7.0% and 8.0% for the first year, and between 7.0% and 7.5% for year 2, or CPI+1%, whichever is the higher.
In addition, the company is proposing an increase of 8.0% on the current living out allowance of R2 200 for both years.
This is the third time the company has improved its offer; to date, the NUM has not moved on its demands.
The NUM’s demands remain as follows:
- Distinction between core (production employees) and non-core employees;
- The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 42% at the lowest levels);
- The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level);
- The living out allowance to be increased by 69% from R2 200 to R3 718 monthly;
- No multi-year agreement.
Management at Zondereinde has indicated that it is willing to have further discussions in an attempt to resolve the current impasse.
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 06 Nov 2013
Results of the annual general meeting
Shareholders are advised that at the annual general meeting held on Wednesday, 6 November 2013, all the ordinary and special resolutions were approved by the requisite majority.
Johannesburg, Wednesday 6 November 2013. Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Wednesday, 6 November 2013, all the ordinary and special resolutions as set out in the notice of annual general meeting dated 27 September 2013, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of ordinary resolution no.5 (approval of the group remuneration policy) and ordinary resolution no.8 (approval for the issuing of equity securities for cash).
The required special resolutions will be lodged with the Companies and Intellectual Property Commission in due course.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 05 Nov 2013
Zondereinde situation: update 2
The management of the Zondereinde division of Northam advises that further discussions were held with the National Union of Mineworkers today, Tuesday 5 November 2013.
Johannesburg, Tuesday 5 November 2013. The management of the Zondereinde division of Northam advises that further discussions were held with the National Union of Mineworkers today, Tuesday 5 November 2013.
This follows on the industrial action at the Zondereinde mine which started yesterday, Monday 4 November 2013.
By mutual agreement, the details of the meeting are not being disclosed at this stage.
A further statement will be made in due course.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 04 Nov 2013
Zondereinde mine update
The management of the Zondereinde division of Northam advises that all stoping and development related activities were suspended last night, Sunday 3 November 2013, when employees did not report for duty.
Johannesburg, 4 November 2013. The management of the Zondereinde division of Northam advises that all stoping and development related activities were suspended last night, Sunday 3 November 2013, when employees did not report for duty.
Further talks between the National Union of Mineworkers and management have been proposed for Tuesday 5 November 2013.
All other services to keep the mine functional are continuing, including ventilation, pumping and smelting operations.
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 01 Nov 2013
Finalisation announcement in respect of the claw-back offer
Northam shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 20 September 2013.
1. INTRODUCTION
Northam shareholders (“shareholders”) are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 20 September 2013 advising shareholders of, inter alia, a proposed R600 million equity capital raising to be implemented by way of a fully subscribed renounceable claw- back rights offer (“offer”).
The offer will comprise an offer to shareholders of 15 million new Northam ordinary shares (“claw-back shares”) at a subscription price of R40 per claw-back share (“subscription price”), in the ratio of 3.92068 claw-back shares for every 100 Northam ordinary shares (“shares”) held on the record date of the offer, being Friday 15 November 2013 (“record date”). Excess applications for claw-back shares will not be permitted.
The offer has been fully subscribed for by Coronation Asset Management Proprietary Limited (“subscriber”) in accordance with a commitment agreement entered into between the subscriber and the company on 20 September 2013.
2. CONDITIONS PRECEDENT
Northam is pleased to advise shareholders that all conditions precedent pertaining to the offer have been fulfilled and the offer is therefore unconditional.
3. SALIENT DATES AND TIMES
The final salient dates and times for the offer are set out below.
2013 | |
---|---|
Last day to trade in shares in order to participate in the offer (cum entitlement) | Friday, 8 November |
Shares commence trading ex-entitlement at 09:00 on | Monday, 11 November |
Listing and trading of letters of allocation (“LAs”) on the securities exchange operated by the JSE Limited (“exchange”) commences at 09:00 under the JSE code NHMN and ISIN ZAE000184164 on | Monday, 11 November |
Record date at 17:00 on | Friday, 15 November |
Circular and form of instruction in respects of LAs (“form of instruction”) (where applicable) posted to shareholders recorded in the register of shareholders as at the record date (“qualifying shareholders”), on | Monday, 18 November |
Offer opens at 09:00 on | Monday, 18 November |
Dematerialised qualifying shareholders will have their central securities depository participant (“CSDP”) or broker accounts automatically credited with their LAs at 09:00 on | Monday, 18 November |
Certificated qualifying shareholders will have their LAs credited to an electronic account held with the company’s transfer secretaries (“transfer secretaries”) at 09:00 on | Monday, 18 November |
Last day to trade in LAs on the exchange | Friday, 29 November |
Certificated qualifying shareholders wishing to sell or renounce all or some of their LAs to deliver forms of instruction to the transfer secretaries by 12:00 on | Friday, 29 November |
Listing of claw-back shares on the exchange and trading therein commences at 09:00 on | Monday, 2 December |
Offer closes – payments to be made and forms of instruction in respect of LAs to be delivered by certificated qualifying shareholders with the transfer secretaries by 12:00 on (see note 5) | Friday, 6 December |
Record date for LAs | Friday, 6 December |
Issue of claw-back shares | Monday, 9 December |
Dematerialised qualifying shareholders’ (or their renouncees’) CSDP or broker accounts to be debited with the aggregate subscription price and credited with claw-back shares at 09:00 on | Monday, 9 December |
Share certificates posted to certificated qualifying shareholders (or their renouncees) on or about | Monday, 9 December |
Results of the offer released on SENS | Monday, 9 December |
Results of the offer published in the South African press | Tuesday, 10 December |
Notes:
- All times referred to in this announcement are South African times.
- Shares may not be dematerialised or rematerialised between Monday, 11 November 2013 and Friday, 15 November 2013, both days inclusive.
- Dematerialised qualifying shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the claw-back shares in the manner and within the time stipulated in the agreement governing the relationship between the shareholder and his/her CSDP or broker.
- The CSDP or broker accounts of dematerialised qualifying shareholders (or their renouncees) will be automatically credited with claw-back shares to the extent to which they have accepted the offer. If applicable, certificates evidencing claw-back shares will be posted, by registered post, to certificated qualifying shareholders (or their renouncees) at his/her risk in respect of the claw-back shares which have been accepted.
- CSDP’s effect payment in respect of dematerialised qualifying shareholders (or their renouncees) on a delivery versus payment basis.
4. OFFER CIRCULAR
A circular, containing further details of the offer (“circular”), including a form of instruction, where applicable, will be posted to qualifying shareholders on Monday, 18 November 2013.
5. FOREIGN SHAREHOLDERS
This paragraph is intended as a general guide only and any person outside of South Africa who is in doubt as to his or her position should consult his or her professional advisor without delay.
The LAs and the claw-back shares have not been and will not be registered or offered under or in terms of the laws of any jurisdiction other than South Africa. In the circumstances, the making of the offer, the distribution of the circular and the form of instruction, where applicable, and the transfer of claw-back shares and/or LAs to certain persons who have registered addresses outside of South Africa, or who are resident or located in, or who are citizens of, countries other than South Africa, (“foreign persons”) may be restricted by the laws of the relevant jurisdiction and failure to comply with any of those restrictions may constitute a contravention of the laws of any such territory ("restricted territories").
Foreign persons should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to participate in the offer and/or to sell or renounce their LAs. It is the responsibility of foreign persons wishing to take up LAs or to transfer or dispose of their LAs to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith.
Receipt of the circular, a form of instruction or the crediting of LAs to the securities account of a foreign person will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and such foreign persons will not be entitled to take up or transfer LAs or acquire claw-back shares unless such action would not result in the contravention of any registration or other legal requirement in their relevant jurisdiction. The LAs of foreign persons who may not lawfully exercise their LAs will be sold on their behalf by the transfer secretaries, or their nominee, and the proceeds remitted to them provided that the proceeds, net of related costs, are in excess of R10.
The company reserves the right to treat as invalid any acceptance or purported acceptance of claw-back shares or the sale or renunciation or purported sale or renunciation of LAs by foreign persons if it appears to the company or its agents that such acceptance, sale or renunciation or purported acceptance, sale or renunciation, may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement.
Sole Corporate and Debt Advisor, Sole Bookrunner, JSE Sponsor and JSE Debt Sponsor
One Capital
Attorneys
Cliffe Dekker Hofmeyr Incorporated
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924
- 31 Oct 2013
Northam receives strike notice from the NUM
The management of the Zondereinde division of Northam advises that it has been served with a notice to strike by the National Union of Mineworkers (NUM) after the NUM rejected the company’s revised wage offer during a two-day facilitation process earlier this week.
Johannesburg, 31 October 2013. The management of the Zondereinde division of Northam advises that it has been served with a notice to strike by the National Union of Mineworkers (NUM) after the NUM rejected the company’s revised wage offer during a two-day facilitation process earlier this week.
The facilitation process followed on from the parties’ failure to reach agreement on wage increases and other issues for the 2014 financial year at the talks held on Friday 25 October 2013 under the auspices of the CCMA. The company tabled an improved offer, with increases ranging from 7.0% and 8% for the first year, and between 7.0% and 7.5% for year 2, or CPI +1%, whichever is the higher. The previous offers tabled ranged from 6.5% to 7.5% and 6.5% to 7%, or CPI +1%.
Northam has not been advised of any change in the demands of the NUM, which include, among other things:
- No multi-year wage deal
- Distinction between core (production employees) and non-core employees
- The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 42% at the lowest levels)
- The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level)
- The living out allowance to be increased by 69% from R2 200 to R3 718 monthly.
Combined the NUM demands equate to an average increase of 61%.
The company’s revised offer would add approximately R117.3 million to the current annual wage bill of R1.3 billion.
The strike is expected to begin with effect from the night shift on Sunday 3 November 2013, should the parties not be able to reach an agreement within the next 48 hours.
General manager Danny Gonsalves noted that management will continue to seek to engage with the union in a constructive manner to achieve an outcome which is acceptable to both parties, and ultimately to ensure the sustainability of the operation – and jobs – in the long term.
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 28 Oct 2013
Wage discussions continue at Northam’s Zondereinde division
The management of the Zondereinde division of Northam confirms that the company and the National Union of Mineworkers (NUM) continued their discussions with regard to the wage negotiations for the 2014 financial year.
Johannesburg, Monday 28 October 2013. The management of the Zondereinde division of Northam confirms that the company and the National Union of Mineworkers (NUM) continued their discussions with regard to the wage negotiations for the 2014 financial year on Friday, 25 October 2013, under the auspices of the Commission for Conciliation, Mediation and Arbitration (CCMA).
The NUM applied for a certificate of non-resolution, which was issued by the CCMA. The CCMA also recommended that the parties engage in further facilitated talks, to be held on Tuesday 29 October and Wednesday 30 October 2013.
The company has offered a two-year settlement incorporating wage increases ranging from 6% to 7.5% for the first year, and between 5.5% and 7% for year 2, or CPI +1%, whichever is the higher. These distinctions are in line with the NUM demands that core employees be remunerated at a higher level than non-core employees.
The NUM has rejected this offer demanding among other things the following:
- No multi-year wage deal
- Distinction between core (production employees) and non-core employees
- The demand for non-core employees is an increase of R2 000 on basic wages (equivalent to 22% - 40% at the lowest levels)
- The demand for core employees is an increase of R2 100 on basic wages (equivalent to 23% - 43% at the lowest level)
- The living out allowance to be increased by 69% from R2 200 to R3 718 monthly.
Combined the NUM demands equate to an average increase of 61%.
Given Zondereinde’s narrow cash operating margin after sustaining capital, general manager Danny Gonsalves has noted that he is encouraged by the agreement between the parties to continue discussions this week.
Johannesburg
28 October 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 18 Oct 2013
Dealings in securities by director
In compliance with paragraphs 3.63 to 3.66 of the Johannesburg Stock Exchange Listings Requirements, Northam advises its shareholders of the following dealing by a director of the company.
In compliance with paragraphs 3.63 to 3.66 of the Johannesburg Stock Exchange (JSE) Listings Requirements, Northam advises its shareholders of the following dealing by a director of the company:
Name of director: | G T Lewis |
Date: | 18 October 2013 |
Nature of transaction: | Exercise of options, paid out as Appreciation Cash, in terms of the Northam Share Option Scheme. Mr Lewis is required to exercise these options, on or before 22 October 2013, failing which they will lapse. |
Class of Securities: | Appreciation Cash in respect of ordinary shares. |
Number of options | 187 500 |
Price at which options were granted | R38.45 |
Price at which options were exercised | R42.31 |
Value of transaction | R723 750.00 |
Nature and extent of director’s interest | Direct beneficial |
Transaction completed on market: | No |
Clearance obtained | Yes |
Johannesburg
Sponsor
One Capital
- 30 Sep 2013
No change statement and Notice of annual general meeting
Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2013 as contained in the notice and abridged report 2013, will be distributed electronically to shareholders today, 30 September 2013.
Notice of annual general meeting
The annual general meeting of Northam shareholders will be held in Room HB1, Hackle Brooke, 110 Conrad Drive, corner Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg, South Africa on Wednesday, 6 November 2013 at 10h00 to transact the business as stated in the notice of annual general meeting, forming part of the abridged annual report 2013 (“notice and abridged report 2013”).
No change statement
Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2013 as contained in the notice and abridged report 2013, will be distributed electronically to shareholders today, 30 September 2013, whilst the physical mailing process of the notice and abridged report 2013 is expected to be completed by no later than Friday, 4 October 2013. The audited annual financial statements 2013 contain no material modifications to the reviewed preliminary results, which were published on SENS on 15 August 2013.
The annual integrated report 2013 containing the full audited annual financial statements, the sustainable development report 2013, and the notice and abridged report 2013, are available at www.northam.co.za or can be obtained from the company’s registered office on request.
The salient dates of the annual general meeting are as follows:
2013 | |
---|---|
Record date to determine which shareholders are entitled to receive the notice and abridged report 2013 | Friday, 27 September |
Posting date of the notice and abridged report 2013 | Monday, 30 September |
Last day to trade in order to be eligible to attend and vote at the annual general meeting | Friday, 25 October |
Record date to determine which shareholders are entitled to attend and vote at the annual general meeting | Friday, 1 November |
Forms of proxy for the annual general meeting to be lodged by 10h00 on | Monday, 4 November |
Annual general meeting at 10h00 on | Wednesday, 6 November |
Results of annual general meeting released on SENS on | Wednesday, 6 November |
Johannesburg
30 September 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 20 Sep 2013
Innovative fund-raising programme to raise R1 billion
Northam Platinum today announced the details of a funding programme to the value of R1 billion which comprises a R600 million fully subscribed claw back rights offer and a R400 million additional revolving credit facility.
Northam Platinum today announced the details of a funding programme to the value of R1 billion which comprises a R600 million fully subscribed claw back rights offer and a R400 million additional revolving credit facility. In addition, certain covenant restrictions have been lifted on the revolving credit facility.
In terms of the claw back rights offer 15 million new Northam ordinary shares will be offered to shareholders at a price of R40 per share, representing a total subscription consideration of R600 million. The claw back offer has been fully subscribed by Coronation Asset Management (Proprietary) Limited. Further details of the claw back offer, the revolving credit facility and covenant holiday are available in an unabridged SENS announcement on the company’s website. (PDF - 62KB)
A challenging economic and operational environment has beset the South African mining industry for an extended period of time, with depressed platinum group metal basket prices, volatile exchange rates, rising costs and a complex industrial relations environment being at the forefront of the industry’s challenges. In addition to these, Northam has had to deal with the following specific circumstances:
- the effects of a three-week strike at the Zondereinde division which resulted in revenue losses of R192 million;
- capital outlay of approximately R55 million associated with the rebuild of the smelter at Zondereinde, along with the toll treatment costs and the considerable lengthening of the working capital pipeline and increased cost of production during the toll treatment period ; and
- funding the balance of the Booysendal capital expenditure programme amounting to approximately R530 million in the 2014 financial year .
- funding of Zondereinde’s ongoing capital programme
After an extensive board and executive management review of the company’s capital and funding requirements, it was agreed to implement a balanced funding programme, with a view to:
- strengthen the company’s balance sheet with a moderate equity injection, amounting to less than 4% of the company’s current issued share capital in order to provide for a portion of Northam’s permanent capital requirements, against the backdrop of the R4 billion capex programme at Booysendal, which is now nearing completion;
- strengthening Northam’s medium-term funding capacity through the introduction of a new revolving credit facility, and
- pro-actively address Northam’s key short to medium term potential borrowing risks and exposure, by introducing amendments to its revolving credit facility.
A circular with details of the claw back offer will be posted to shareholders on or about 18 November 2013. The claw back offer remains conditional upon, inter alia, approval by the JSE of the listing of the claw back shares and the related circular.
Issued by Russell & Associates
Johannesburg
20 September 2013
- 20 Sep 2013
New R1 Billion funding programme and amendments to the existing R1 Billion credit facility
- 04 Sep 2013
Interest rate reset announcement
Noteholders are hereby advised of the interest rate reset on the following note.
Noteholders are hereby advised of the interest rate reset on the following Note:
NHM001 | 8.633% p.a. (350bps above 3 month Jibar of 5.133%) for the period 4 September 2013 to 3 December 2013, payable on 4 December 2013 (Modified Following*) |
Next reset: 4 December 2013 |
JIBAR rates as at 4 September 2013: 3 Month 5.133%
*When the Interest Payment Date falls on a non-business day, one of the following business day conventions will be applied, as specified for each individual bond in its applicable pricing supplement:
- Following: Means interest will be paid on the first business day after the weekend or public holiday.
- Modified Following: Means interest will be paid on the first business day after the weekend or public holiday. However, if the first business day after the weekend or public holiday falls in a new calendar month, interest will then be paid on the last business day before the weekend / public holiday.
- Preceding: Means interest will be paid on the last business day before the weekend or public holiday.
Sponsor and Debt Sponsor
One Capital
- 15 Aug 2013
Change to the board of directors
In compliance with paragraph 3.59(b) of the Johannesburg Stock Exchange listings requirements, shareholders of Northam are advised that Dr N J Dlamini has resigned as a non-executive director, with effect from 30 September 2013.
In compliance with paragraph 3.59(b) of the Johannesburg Stock Exchange listings requirements, shareholders of Northam are advised that Dr N J Dlamini has resigned as a non-executive director, with effect from 30 September 2013.
The board would like to thank Dr Dlamini for her invaluable contribution to the company during her nine year tenure as a director of Northam.
Sponsor and Debt Sponsor
One Capital
- 15 Aug 2013
Solid year for Northam Platinum
Northam Platinum Limited (Northam) posted results for the year ended 30 June 2013 to shareholders today.
Booysendal mine successfully commissioned
Johannesburg, Thursday 15 August 2013. Northam Platinum Limited (Northam) posted results for the year ended 30 June 2013 to shareholders today.
Key features for the year:
- Operational recovery at Zondereinde sustained
- Sales revenues increase by 20% to R4.4 billion
- Operating and unit cash cost increases well contained
- Operating margin 13.7%
- Booysendal mine successfully commissioned
- Earnings per share 62.6% higher
Reviewed preliminary results for the year ended 30 June 2013 (PDF - 590KB)
Financial results
Northam posted improved results year on year on the back of higher sales volumes combined with the weakness of the rand which contributed to a 20.0% increase in sales revenues to R4.4 billion (F2012: R3.7 billion).
Metal sales were up by 7.3% to 10 704kg (F2012: 9 980kg) and over the reporting year the rand had weakened by 13.5% against the US dollar to an average of R8.82/US$. At the same time the average US dollar price realised during the period declined by 5.1% from US$1 345 per ounce to US$1 276 per ounce (3PGE+Au).
Cost of sales increased by 14.0% to R3.8 billion, driven by higher volumes sold and higher operating costs. Operating costs were up by 7.3%, reflecting the sustained impact of higher labour and power costs - the most significant components contributing to mining inflation in South Africa. The cost of sales was also adversely impacted by a 60.6% increase in refining costs owing to a weaker ZAR/Euro exchange rate and the outsourcing of smelter services.
Investment revenues were 38.0% lower at R33.4 million (F2012: R54.0 million) owing to the depletion of cash reserves which were used for the construction of the Booysendal mine. After taking account of finance charges incurred, and increases in sundry income, the operating profit increased by 70% to R607.7 million.
Operations – Zondereinde mine
The safety performance at the Zondereinde mine was improved year on year, with some notable achievements in reducing both fatalities and injury rates.
Tonnages milled at Zondereinde mine were 9.4% up at 2 115 712 tonnes, yet the head grade was lower at 4.9g/t (F2012: 5.1g/t) – attributable largely to the lower average UG2 grade, reflecting some poor grade control. Chief executive Glyn Lewis explained that this would be a key focus area for management in the year ahead. In spite of the lower head grade, metal output from underground operations was 5.4% higher.
Production was badly impacted by a three-week strike by rock drill operators (RDOs) in April this year. Their dispute was centred on the payment methodology of production related bonuses. These differences have since been resolved. Wage negotiations for F2014 have begun at Zondereinde.
Operations – Booysendal mine
The group’s new Booysendal mine on the eastern limb was commissioned in the second half of the F2013 financial year. At 30 June 2013 the labour force numbered 1 915 people. Booysendal recorded a million fatality free shifts on 9 March 2013, a commendable achievement in start-up phase.
A total of 242 602 tonnes were milled in F2013, to produce 473kg of metal in concentrate which has been processed. To counter certain delays in the construction of conveyors and other services underground, management has taken on additional contractors in a temporary capacity to mitigate delays to the production ramp-up.
With the permanent power supply having been commissioned in early March this year, the cold and hot commissioning of the concentrator continued until the year end. During this phase, a number of issues have been identified for rectification. These have largely been remedied.
Lewis concluded today that the platinum industry in South Africa remains dominated by social and economic uncertainty, which is manifested in certain uncontrollable factors such the exchange rate between the US dollar and the South African rand, as well as the strong possibility of labour disruptions during F2014. “Northam’s performance will depend largely on a combination of market circumstances and international metal prices, a peaceful and productive labour force, and regular underground mining conditions.”
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 08 Aug 2013
Trading statement and general update
Shareholders are advised that the group’s earnings and headline earnings per share for the year ended 30 June 2013 are estimated to be between 60% and 70% higher than in the previous comparable period. Earnings per share of 81.2 cents and headline earnings per share of 80.9 cents were reported for the year ended 30 June 2012.
Shareholders are advised that the group’s earnings and headline earnings per share for the year ended 30 June 2013 are estimated to be between 60% and 70% higher than in the previous comparable period. Earnings per share of 81.2 cents and headline earnings per share of 80.9 cents were reported for the year ended 30 June 2012.
The anticipated increase in earnings reflects, inter alia, higher sales volumes, coupled with a higher average basket price realised during the period under review, in comparison with the previous comparable period, notwithstanding certain production interruptions experienced during the financial year (as notified to Shareholders in previous announcements).
The weighted average number of shares in issue during the year ended 30 June 2013 was 382 560 902, compared to 382 426 483 shares in issue during the year ended 30 June 2012.
This information contained in this trading statement has not been reviewed or reported on by the group’s auditors.
It is anticipated that the reviewed preliminary results for the year ended 30 June 2013 will be released on or about 15 August 2013.
Booysendal mine
The Booysendal mine was successfully commissioned by 30 June 2013 and commercial production commenced with effect from 1 July 2013. During the commissioning phase that occurred prior to 30 June 2013, approximately 15 000 oz (3PGE+Au) were produced and some 3 500 oz were sold, the proceeds of which were capitalised.
At 30 June 2013 Booysendal had a stockpile of approximately 400 000 tonnes. Northam estimates that design capacity of 150 000 mill tonnes per month should be achieved during the second half of calendar year 2015.
Zondereinde smelter update
Shareholders are referred to the announcements published on 16 and 23 May 2013, respectively, regarding the rebuild of the Zondereinde smelter. The smelter rebuild is progressing in accordance with the planned operational procedures to complete this process and during the rebuild period, a third party is toll treating Zondereinde’s production.
The total estimated direct cost of the smelter rebuild is approximately R55 million and these costs overlap the financial years ended 30 June 2013 and ending 30 June 2014. The aforesaid cost estimate does not include working capital fluctuations attributable to the rebuild and excludes the opportunity costs, including interest associated with toll treatment of production. This cost estimate has not been reviewed or reported on by the Company’s auditors.
Update on Domestic Medium Term Note Programme (“DMTN Programme”) and funding arrangements
Northam successfully executed a R120 million tap issue in terms of its existing DMTN Programme during July 2013. Following this issue, Northam has a capital amount of R1 370 million in issue in terms of the DMTN Programme. All these notes mature on 4 September 2015.
In addition to the debt funding from the DMTN Programme, Northam has a R1 billion revolving credit facility (“RCF”).
General industry outlook
Northam’s operations remain vulnerable to, inter alia, factors affecting the South African general mining industry and, in particular, the platinum sector. At the time of this announcement and for the foreseeable short to medium term, the South African mining industry remains engaged in industry wide wage negotiations, as frequently reported on in the public domain and through press commentary. Should such wage negotiations result in industrial action, Northam’s operations may be affected. Northam therefore remains cautious about production and other estimates, until such time as clarity in the mining industry in general and in respect of Northam’s operations specifically has been achieved.
Johannesburg
8 August 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 11 Jul 2013
Listing of a tap issue – NHM001
The Johannesburg Stock Exchange has granted approval with effect from 11 July 2013 for the listing of a tap issue of NHM001 Senior Unsecured Floating Rate Notes, under the Northam R2 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012.
The Johannesburg Stock Exchange (JSE) has granted approval with effect from 11 July 2013 for the listing of a tap issue of NHM001 Senior Unsecured Floating Rate Notes, under the Northam R2 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012.
Instrument Type | Floating Rate Notes |
Total Notes in Issue | R1 370 000 000 as at the Issue Date |
Instrument Code: | NHM001 |
Nominal Issued: | R120 000 000 |
Total NHM001 Notes in Issue: | R1 370 000 000 |
Issue Price: | 101.261515% |
Interest Rate: | 8.625% (3-month Jibar of 5.125% as at 4 June 2013 plus 350 basis points) |
Coupon Rate Indicator: | Floating |
Tap Issue Date: | 11 July 2013 |
Interest Commencement Date: | 4 June 2013 |
Initial Issue Date: | 4 September 2012 |
Maturity Date: | 4 September 2015 |
Last Day to Register: | By 17h00 on 22 February, 24 May, 24 August and 23 November of each year until the Maturity Date |
Books Close: | 23 February, 25 May, 25 August and 24 November of each year until the Maturity Date |
Interest Payment Dates: | 4 March, 4 June, 4 September and 4 December of each year until the Maturity Date |
First Interest Payment Date: | 4 September 2013 |
Interest Reset Dates: | 4 March, 4 June, 4 September and 4 December of each year until the Maturity Date |
ISIN: | ZAG000099524 |
Business Day Convention: | Modified Following |
Dealer: | Nedbank Capital |
Arranger: | One Capital |
Notes:
- The tap issue notes were placed at a lower interest rate of Jibar plus 330bps, which is accounted for in the issue price.
- The Notes will be immobilised in the Central Securities Depository (“CSD”) and settlement will take place electronically in terms of the JSE Rules.
11 July 2013
Debt Sponsor
One Capital
- 05 Jun 2013
Interest rate reset announcement
Noteholders are hereby advised of the interest rate reset on the following note.
Noteholders are hereby advised of the interest rate reset on the following note:
NHM001 | 8.625% p.a. (350bps above 3 month Jibar of 5.125%) for the period 4 June 2013 to 3 September 2013, payable on 4 September 2013 (Modified Following*) |
Next reset: 4 September 2013 |
JIBAR rates as at 4 June 2013: 3 Month 5.125%
*When the Interest Payment Date falls on a non-business day, one of the following business day conventions will be applied, as specified for each individual bond in its applicable pricing supplement:
- Following: Means interest will be paid on the first business day after the weekend or public holiday.
- Modified Following: Means interest will be paid on the first business day after the weekend or public holiday. However, if the first business day after the weekend or public holiday falls in a new calendar month, interest will then be paid on the last business day before the weekend / public holiday.
- Preceding: Means interest will be paid on the last business day before the weekend or public holiday.
Debt Sponsor
One Capital
- 28 May 2013
Fatality at Zondereinde mine
Northam Platinum management advises with regret that an employee lost his life in a fall of ground accident at the company’s Zondereinde mine yesterday afternoon, Monday 27 May 2013.
Northam Platinum management advises with regret that an employee lost his life in a fall of ground accident at the company’s Zondereinde mine yesterday afternoon, Monday 27 May 2013. One other employee sustained injuries in the accident. He is being treated in hospital and is in a satisfactory condition.
Mine management has notified the Department of Mineral Resources (DMR), while operations have been suspended at the mine pending a joint investigation into the cause of the accident by the DMR, Mine Management and organised labour.
The name of the deceased is being withheld until his next of kin have been advised.
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 23 May 2013
Update on Northam’s Zondereinde smelter
Further to the company’s announcement on 16 May 2013 with regard to the reduction of energy intensity at the Zondereinde mine smelter, a series of ultrasonic tests and temperature readings have demonstrated erosion of the refractory bricks comprising the walls of the smelter in proximity to the slag interface. This has necessitated a rebuild of the smelter.
Further to the company’s announcement on 16 May 2013 with regard to the reduction of energy intensity at the Zondereinde mine smelter, a series of ultrasonic tests and temperature readings have demonstrated erosion of the refractory bricks comprising the walls of the smelter in proximity to the slag interface. This has necessitated a rebuild of the smelter.
Further pyrometallurgical and chemical analyses will be carried out to ascertain the cause of the erosion.
The Zondereinde mine and concentrators continue to operate normally, while the concentrate will be treated on a toll basis at other facilities.
The duration and cost of the rebuild will be determined in due course as further information becomes available.
Johannesburg
23 May 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 16 May 2013
Northam’s Zondereinde mine smelter
Shareholders are informed that energy intensity at the Zondereinde mine smelter has been reduced from a maximum of 12 megawatts to a current average of 8 megawatts.
Shareholders are informed that energy intensity at the Zondereinde mine smelter has been reduced from a maximum of 12 megawatts to a current average of 8 megawatts.
This reduction has been implemented to accommodate a series of ultrasonic and chemical tests to determine the extent of possible erosion of the refractory bricks comprising the walls of the smelter.
These tests will necessitate a reduction in the volume of concentrate treated in the smelter. Receipt of concentrate produced by Platmin Limited has been temporarily suspended. Captive concentrate produced in excess of the reduced capacity of the smelter will if necessary be treated at smelters operated by others on a toll basis.
Shareholders will be informed of the results of the tests as soon as they become available.
Johannesburg
16 May 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 02 May 2013
Update on the sale of Booysendal South
Northam confirms that the termination date for the fulfillment of certain of the conditions precedent to the implementation of the sale of Booysendal South to Aquarius Platinum Proprietary Limited, a subsidiary of Aquarius Platinum Limited expired on 30 April 2013.
Northam confirms that the termination date for the fulfillment of certain of the conditions precedent to the implementation of the sale of Booysendal South to Aquarius Platinum (South Africa) Proprietary Limited, a subsidiary of Aquarius Platinum Limited (‘Aquarius’) expired on 30 April 2013.
These conditions included the amendments of the relevant mining rights to effect the transfer of Booysendal South to Aquarius in terms of Section 102 of the Mineral and Petroleum Resources Development Act.
Booysendal South is important to the development of Aquarius’ Everest Mine. Accordingly, Northam has been advised by Aquarius that it will remain in contact with the Department of Mineral Resources and Northam in connection with the proposed transaction.
Johannesburg
2 May 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 23 Apr 2013
Operations resume at Northam’s Zondereinde mine
Northam management confirms that drilling operations resumed at Zondereinde this morning Tuesday, 23 April 2013.
Northam management confirms that drilling operations resumed at Zondereinde this morning Tuesday, 23 April 2013. This follows an agreement between management and the National Union of Mineworkers (NUM) yesterday, Monday, 22 April 2013.
A Memorandum of Understanding signed between the two parties provides for the payment of ‘return to work’ compensation comprising a once off ex gratia payment equivalent to 50% of their basic wages for the duration of the strike period and R2 000.
Total production losses amount to 16 000oz 3PGE+Au with a current value of approximately R192 million.
Johannesburg
23 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 17 Apr 2013
Unprotected work stoppage at Zondereinde continues
The management of Northam advises that the unprotected work stoppage at the Zondereinde mine continues.
The management of Northam advises that the unprotected work stoppage by the rock drill operators at the Zondereinde mine continues. An independent review of the application of the productivity bonus scheme at the Zondereinde mine has been completed. Talks with union representatives will continue today with the intention of bringing the matter to a close.
Losses to date approximate 12 500oz (3PGE+Au) in production and R143 million in revenue.
Johannesburg
17 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 15 Apr 2013
Update on interruption in production at Northam’s Zondereinde mine
Northam advises that management continues to engage with representatives of the National Union of Mineworkers at national and regional level in an effort to resolve the impasse between the mine and striking rock drill operators regarding the methodology of bonus payments.
Northam advises that the unprotected work stoppage at the company’s Zondereinde mine continued today, Monday 15 April 2013.
In an effort to resolve the impasse with striking rock drill operators, management has continued to engage with representatives of the National Union of Mineworkers (NUM) at national and regional level. The parties and the union have agreed on a review of the application of the mine’s productivity bonus system.
In terms of a Labour Court interdict the current work stoppage at Zondereinde is unprotected. Employees are urged to return to work, and to engage through the established and agreed dispute resolution procedures. Employees have been reminded that failure to heed the terms of the interdict could lead to dismissals.
To date, Northam has lost around 10 600 ounces of 3PGM + Au and around R122.1 million in revenues.
Shareholders will be kept informed of further developments.
Johannesburg
15 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 11 Apr 2013
Update on interruption in production at Northam’s Zondereinde mine
Northam advises that it has obtained an interdict from the labour court which rules that the current work stoppage at Zondereinde is unprotected, and directs affected employees to resume their normal duties.
Further to the notices to shareholders issued on Friday 5 April and on Tuesday 9 April 2013, Northam advises that it has obtained an interdict from the labour court which rules that the current work stoppage at Zondereinde is unprotected, and directs affected employees to resume their normal duties. Employees were served with the court order yesterday, Wednesday 10 April 2013.
By this morning, Thursday 11 April 2013 employees had still not resumed their normal operations.
Management is trying to secure a meeting with the senior structures of the NUM, and welcomes any further talks at an operational level. The dismissal of employees is a very last resort and follows management’s various appeals to the disaffected employees to resume their normal duties and to use the dispute resolution procedures which are available to them.
Shareholders will be kept informed of further developments.
Johannesburg
11 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 09 Apr 2013
Northam Platinum announcement - Zondereinde update
Further to the notice to shareholders issued on Friday 5 April 2013, Northam advises that striking rock drill operators at Zondereinde have failed to resume their duties in spite of an ultimatum issued to them before close of business on Monday 8 April 2013.
Further to the notice to shareholders issued on Friday 5 April 2013, Northam advises that striking rock drill operators at Zondereinde have failed to resume their duties in spite of an ultimatum issued to them before close of business on Monday 8 April 2013. The company will now follow due process which could result in the dismissal of the affected employees.
The protracted interruption in drilling operations has a detrimental effect on underground working conditions, which could pose a safety risk, and which will deteriorate further if normal operations are not resumed expeditiously. A total of 165kg (5 300 ounces) of metal in concentrate has now been lost, with revenue losses amounting to R62.7 million.
Shareholders will be kept informed of further developments.
Johannesburg
9 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 05 Apr 2013
Interruption in production at Northam’s Zondereinde mine
Northam advises its shareholders that production at Zondereinde has been interrupted since Tuesday, 2 April 2013.
Northam advises its shareholders that production at Zondereinde has been interrupted since Tuesday, 2 April 2013. An estimated 120kg (3 900 ounces) of metal in concentrate (3PGM+Au) production has been lost, translating into revenue losses of approximately R46.2 million.
The interruption was caused by Zondereinde’s rock drill operators who are refusing to drill while underground. Zondereinde’s management team has constituted a consultative forum and is engaging with employee representatives in an attempt to resume operations as soon as possible.
The Company shall continue to inform its shareholders of further developments in this regard.
Johannesburg
5 April 2013
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 06 Mar 2013
Interest rate reset announcement
Noteholders are hereby advised of the interest rate reset on the following Note.
Noteholders are hereby advised of the interest rate reset on the following Note:
NHM001 | 8.600% p.a. (350bps above 3 month Jibar of 5.100%) for the period 4 March 2013 to 3 June 2013, payable on 4 June 2013 (Modified Following*) |
Next reset: 4 June 2013 |
JIBAR rates as at 4 March 2013: 3 Month 5.100%
*When the Interest Payment Date falls on a non-business day, one of the following business day conventions will be applied, as specified for each individual bond in its applicable pricing supplement:
- Following: Means interest will be paid on the first business day after the weekend or public holiday.
- Modified Following: Means interest will be paid on the first business day after the weekend or public holiday. However, if the first business day after the weekend or public holiday falls in a new calendar month, interest will then be paid on the last business day before the weekend / public holiday.
- Preceding: Means interest will be paid on the last business day before the weekend or public holiday.
6 March 2013
Debt Sponsor
One Capital
- 22 Feb 2013
Sustained operational recovery at Zondereinde mine
Northam Platinum has issued its half-year results for the period ended 31 December 2012 today, Friday 22 February 2013.
Northam earnings impacted by tax and finance charges
Johannesburg, Friday 22 February 2013. Northam Platinum has issued its half-year results for the period ended 31 December 2012 today, Friday 22 February 2013.
Key features from the results:
- Sustained operational recovery at Zondereinde
- Production 6.5% higher at 157 1830z
- Metal sales 4.4% higher at 177 655oz
- 4% drop in operating cost to R1 339/tonne milled
- Cash cost increases contained to 5.7% at R289 156/kg
- 21% increase in operating profit
- R1.25 billion successfully raised in domestic capital markets
- Power supply being installed at Booysendal
- Commissioning on track
- Earnings impacted by tax and finance charges
Results for the six months ended 31 December 2012 (PDF - 275KB)
A solid operational performance at the Zondereinde mine resulted in a 6.5% rise in the production of metals in concentrate to 4 889kg (157 183oz). Metal sales were higher also at 5 526kg (177 655oz). The higher sales volumes, combined with a marginal uptick in the rand basket price (3.7% higher year on year at R354 385) contributed to the sales revenues of R2.2 billion, 12% higher year on year.
Higher operating and refining costs drove the cost of sales higher. Total operating costs at R1.4 billion reflect the higher volumes and the effects of mining inflation, impacted particularly by labour and power costs. Overall costs were well contained, and the increase in unit cash costs was kept to a creditable 5.7% at R289 516/kg.
The overall improvement in performance resulted in an operating profit of R266 million, 20.6% higher year on year. Earnings however, declined to 35.6 cents per share (H1 F2012: 51.8 cents), reflecting the impact of increased tax on the one hand, a decline in investment revenues emanating from the drawdown of cash to fund the intensive capex programme ahead of the Booysendal commissioning, and the finance charges associated with the credit facilities secured.
For the first time in Northam’s life it is carrying debt on the balance sheet, a function of the company’s expansion. The total debt facilities available to the company amount to R2.25 billion. At the end of the reporting period Northam’s net debt position was R631.1 million.
Given the cash requirements of the continued development at Booysendal, along with the uncertainty prevailing in the mining sector, the interim dividend has been passed.
Zondereinde – a sustained recovery
The key to Zondereinde’s improved performance lies in the absence of mine-wide safety stoppages during the period which allowed mining crews to achieve better than average face advances. Tonnes milled on the Merensky reef improved by 19%, and overall milled tonnages were 15.1% higher at 1.2 million tonnes. Grades were largely unchanged and production of metal in concentrates was 6.5% higher at 4 889kg (157 183oz).
After a run-out at the furnace in May 2012, the smelter was shut down for a rebuild, and was recommissioned by the end of September 2012.
Mining conditions are likely to continue to be impacted by poor ground conditions, particularly on the Merensky reef in the north-west quadrant of the mine. Steady progress continues to be made with the deepening project, with decline infrastructure being installed and stoping from 15 level expected to start in the latter half of F2013.
Booysendal – solid progress
The construction of the plant at Booysendal has been completed, and there has also been partial cold commissioning of smaller equipment in the plant using the limited power available from Mototolo. Good progress has also been made with the tailings dam. However, key to completing the cold and then hot commissioning of the plant, anticipated by then end of Q4, is the availability of a permanent power supply.
By the end of December 2012 the stockpile had grown to 320 000 tonnes containing approximately 25 000 oz, 6 500 metres of development had been completed and a total of 14 000m2 had been stoped.
Outlook
The platinum industry is likely to be dominated by continued uncertainty in the foreseeable future. In the absence of disruptions to operations in the second half of the year the company hopes to deliver an improved operational performance compared to F2012. In turn the financial results will be informed by the operational performance, along with the impact of metal prices and inflation.
Issued by
Russell & Associates
Johannesburg
Tel +27 11 880 3924
- 05 Feb 2013
Trading statement
Shareholders are advised that the group’s earnings and headline earnings per share for the six months ended 31 December 2012 are estimated to be between 30% and 45% lower than in the previous comparable period. Earnings per share of 51.8 cents and headline earnings per share of 51.9 cents were reported for the six months ended 31 December 2011.
Shareholders are advised that the group’s earnings and headline earnings per share for the six months ended 31 December 2012 are estimated to be between 30% and 45% lower than in the previous comparable period. Earnings per share of 51.8 cents and headline earnings per share of 51.9 cents were reported for the six months ended 31 December 2011.
The anticipated decline in earnings reflects the finance costs incurred on borrowings and a higher effective tax charge during the period under review. Operating profit for the six months ended 31 December 2012 is expected to be higher than for the period ended 31 December 2011.
The weighted average number of shares in issue for the period ended 31 December 2012 was 382 536 125, compared to 382 416 190 shares in issue for the period ended 31 December 2011.
This estimate has not been reviewed or reported on by the company’s auditors.
It is anticipated that the interim results for the six months ended 31 December 2012 will be released on or about 22 February 2013.
Johannesburg
5 February 2013
Sponsor:
One Capital