Announcements 2015

In compliance with paragraph 3.63 of the JSE Limited Listings Requirements (“JSE listings requirements”), Northam hereby advises its shareholders of the following dealings by directors of the company, directors of major subsidiaries and the company secretary:

Johannesburg
19 November 2015

Sponsor and Debt Sponsor
One Capital

Heraeus to invest €20 million in expanding Northam’s smelting capacity

Johannesburg, 23 October 2015: Northam Platinum Limited (Northam) is pleased to announce that it has agreed terms to extend its co-operation agreement with Heraeus Deutschland GmbH &Co. KG (Heraeus) and Heraeus South Africa Proprietary Limited (HSA). The agreement will cement the strategic partnership between the companies and support Northam’s expansion plans.

In terms of the agreement Heraeus will contribute €20 million (approximately R300 million at the current exchange rate) to expand the capacity of Northam’s existing smelter, with the construction of a 20MW second furnace at the Zondereinde metallurgical complex. The total cost of the expansion is estimated at R750 million.

Northam chief executive Paul Dunne said today, “the addition of a second furnace at the Zondereinde division is a critical element of Northam’s strategic growth: it supports the expansion programme at Booysendal and the increased UG2 mining at Zondereinde and will immediately raise the group’s processing capacity to more than 1 million PGM ounces.  In addition, it reduces operational risk, while providing headroom for third party concentrate purchases and toll treatment arrangements.”

The agreement also provides for the renewal of the current offtake and toll refining agreements with Heraeus, and a represents a landmark initiative in which both parties will also support product development and optimisation.

Heraeus’ capital contribution will be fixed according to a progress schedule, and paid in tranches.  The furnace is planned to be commissioned by the end of the 2017 calendar year. In return Northam will renew its toll refining agreement with Heraeus and HSA for a period of 20 years at competitive terms.  Northam also undertakes to sell up to 40% of its production to Heraeus or HSA at market prices.

The various elements of the agreement underscore Northam’s plans for growth and expansion, underpinned by a conservative approach to capital expenditure, particularly in the current climate of metal price weakness. 

Dunne concluded that this investment by Heraeus is a clear sign of confidence in platinum group metals, their markets and in Northam. “This development is significant, not only in that it further cements our companies’ already long-standing business partnership, but is an expression of confidence in PGMs and their markets, Northam’s performance to date, and our expansion strategy.”

Note to editors:

Heraeus is a leading international family-owned technology group headquartered in Hanau, Germany. Heraeus’ interests range from components to coordinated material systems which are used in a wide variety of industries, including the steel, electronics, chemical, automotive and telecommunications industries. In the 2014 financial year, Heraeus generated product revenues of €3.4 bn and precious metal revenues of €12.2bn . With around 12,600 employees worldwide in more than 100 subsidiaries in 38 countries, Heraeus holds a leading position in its global markets.

Heraeus South Africa is a 100% subsidiary of Heraeus Precious Metals and operates from two premises in South Africa: a marketing and sales office in Boksburg, near Johannesburg, as well as a precious metal chemical compounds production and refinery site in Port Elizabeth.

Heraeus’ relationship with Northam Platinum has been in place for more than 25 years. Once material has been processed at Northam’s smelter and base metals removal plant , located on the Zondereinde lease area, the product is refined by Heraeus, both in Port Elizabeth and in Hanau, Germany. Northam’s in-house marketing department is responsible for marketing and sales of product both domestically and to the major global markets in Asia, Europe and North America.

Issued by

Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Northam shareholders are referred to the SENS announcement dated 10 February 2015 wherein shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd to acquire the Everest Mining Assets and Everest Mining Right for a total cash purchase consideration of R450 million (excluding VAT), comprising R400 million for the Everest Mining Assets (Part A Sale) and R50 million for the Everest Mining Right (Part B Sale). Shareholders are also referred to the SENS announcement dated 23 April 2015, wherein shareholders were advised that the Part A Sale had become unconditional.

Northam is pleased to announce that the parties have obtained consent in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 to transfer the Everest Mining Right to Northam. The conditions precedent to the Part B Sale have therefore been fulfilled and the Part B Sale has become unconditional. The Part B Sale will be implemented on 8 October 2015.

Paul Dunne, CEO of Northam, says, “Northam is pleased to have successfully implemented this key strategic acquisition, which provides Northam with significant long-term organic growth optionality. With Everest now being part of the broader Booysendal mining footprint, Northam is well positioned to assess and prioritise its internal growth opportunities.”

Johannesburg
1 October 2015

Corporate Advisor, Sponsor and Debt Sponsor: One Capital
Attorneys: Cliffe

The annual general meeting of Northam shareholders will be held at Glen Hove Conferencing, 52 Glenhove Road, Melrose Estate, Johannesburg, South Africa on Wednesday, 11 November 2015 at 10:00 to transact the business as stated in the notice of annual general meeting, forming part of the abridged annual report 2015 (“notice and abridged report 2015”).

No change statement

Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2015 as contained in the notice and abridged report 2015, will be distributed electronically to shareholders today, 30 September 2015, whilst the physical mailing process of the notice and abridged report 2015 is expected to be completed by no later than Friday, 2 October 2015. The audited annual financial statements 2015 contain no material modifications to the reviewed preliminary results, which were published on SENS on 20 August 2015.

The annual integrated report 2015 containing the full audited annual financial statements, and the notice and abridged report 2015, 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:

Johannesburg
30 September 2015

Sponsor and Debt Sponsor
One Capital

Northam wishes to advise shareholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s short term credit rating from A2(za) to A1-(za) and reaffirmed the Company’s long term rating of BBB+(ZA) with the outlook accorded as Stable.

Northam’s upgrade in its short term credit rating was obtained despite the industry outlook remaining negative on account of, inter alia, depressed platinum group metal (PGM) prices and cost inflation, illustrating the benefits of the Group’s liquid balance sheet and strong shareholder support.

GCR has published a detailed credit rating report (available from GCR at https://globalratings.net detailing the key criteria which form the basis for its rating, these include:

• The impact of Northam’s fully funded R6.6 billion black economic empowerment transaction, which raised Northam’s empowerment levels to 35.4%, on a secured basis for 10 years, and incorporated a cash injection of R4.6 billion, notably enhancing Northam’s liquidity and flexibility.
• Increased production supported the uplift in PGM sales, which saw the Group’s revenue increase to over R6 billion for the first time in the 2015 financial year.
• Higher Booysendal Mine output and general cost rigour underpinned a recovery in the Group’s operating profit margin.
• The Booysendal Mine increasing the Group’s operational stability and reducing the concentration of risk. The mine is set to reach steady production in the second half of calendar 2015.
• A reduction in capital expenditure during the 2015 financial year both deliberate and occasioned by the virtual completion of the Booysendal North, Phase 1.
• Northam’s redemption of the R1.4 billion in three-year domestic medium term notes thereby reducing the Group’s debt to negligible levels.
• The three-year wage agreement recently concluded at Northam’s Zondereinde mine with the National Union of Mineworkers. 

Johannesburg
11 September 2015

Issued by

Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower: +27 (0) 71 493 0387

Sustained focus on costs in challenging markets

The company’s results for the 2015 financial year were released on SENS this morning and posted to shareholders today, Thursday 20 August.

The main features of the year:

• Empowerment status secured
• Successful capital raising of R4.6 billion
• Acquisition of Everest signals strategic growth on track
• Satisfactory performance from operations
• Booysendal ramp-up on track
• Depressed market fundamentals persist
• Three-year wage deal signed (post year-end)

The R6.6 billion Black Economic Empowerment (BEE) equity transaction with Zambezi Platinum (RF) Limited (Zambezi Platinum), was the singlemost important development of the year. With its empowerment status now pegged at 35.4%, Northam was ideally placed to acquire the Everest mine assets and mineral reserves from Aquarius Platinum South Africa Proprietary Limited (AQPSA) during the year. This asset will be integrated into Northam’s Booysendal South operation which has a large unmined resource.

Developing the Booysendal South property is expected to continue over the next five years.

However, commenting on the lacklustre markets, Northam chief executive Paul Dunne said today, “Dollar-denominated metal prices have progressively declined over the year, reflecting an oversupplied platinum market. The simultaneous weakening of the South African (SA) rand has not fully compensated for this decline.

“With the pressure on our revenue line from a declining basket price, our focus has been and continues to be on containing the unit costs of producing each platinum group metal ounce.”

Financial overview

Main features of the income statement

• Sales revenues up 13.0% to R6.1 billion
• SA currency weakens to an average of R11.45/US dollar (F2014: R10.35/US dollar)
• Operating profit of R595.8 million
• Corporate transactions incur once-off expenditure amounting to R1 587 million
• Loss of R1 033.9 million (F2014: profit of R19.6 million), in line with guidance
• Loss per share of 264.3 cents (F2014: profit of 2.4 cents per share)

A 6.6% increase in PGM sales for the year at 422 630oz, combined with a weaker South African rand, contributed to the 13.0% rise in sales revenues to R6 035.5 million. Year on year, the rand was 10.6% weaker against the US dollar. The higher sales volumes are on the back of increased production volumes for the group (excluding purchased concentrates) which were up 15.1% to 378 070 oz.

Booysendal’s new production, higher power and wage costs, combined to push operating costs up by 22.8% The increase in the cost of sales was only 3.1% however, and Northam’s operating profit for the year was R595.8 million (F2014: R61.4 million), attributed to the solid operating performance of the group’s underlying assets.

Sundry expenditure amounted to R1 587.3 million (F2014: R26.7 million) reflecting accounting charges and costs associated with the two major corporate deals undertaken in the current year. These expenses impacted negatively on the bottom line, resulting in the group reporting a loss of R1 033.9 million (F2014: profit of R19.6 million), and a loss per share of 264.3 cents (F2014: profit of 2.4 cents per share) reflecting the year’s loss and the effect of the increase in the weighted average number of shares in issue of 391 834 708 shares (F2014: 390 969 652).

The cash balance of the group at year end was a healthy R4 138.2 million, most of which was received in May 2015, following a capital raising in conjunction with the BEE transaction.

Operations

Zondereinde

Turning to the operations, Dunne commented, “The Zondereinde mine is operating at steady state, and its performance during the year under review reflects this stability and our confidence in its sustainability.” Despite the shaft incident early in the financial year, and the one-week work stoppage in January, Zondereinde’s tonnages were 7.9% higher. The UG2 performance was good, as management works towards shifting the mining ratio at Zondereinde towards 65:35 UG2: Merensky. This has necessarily had an impact on the average head grade which declined marginally year on year to 4.9g/t (F2014: 5.0g/t).

Metals produced from underground increased by 8.4% to 255 595oz, while concentrates purchased grew by 18.4% to 75 168oz.

Challenging geology continues to put pressure on mining flexibility on the Merensky reef horizon. With modifications planned to the processing plant, the smelter will be in a position to accommodate the higher proportion of UG2 reef.

Construction of the decline section for the deepening project has progressed satisfactorily; an underground refrigeration plant was commissioned during the year which has considerably improved environmental conditions in the deepening section of the mine. The completion of infrastructure associated with the deepening project will provide access to good quality Merensky reef and increase the life of Zondereinde to more than 20 years.

Wage negotiations got underway in May 2015 and were successfully concluded after the year end when a three-year agreement was signed with the National Union of Mineworkers.

Northam has taken a cautious approach to capital spending. Certain non-essential expenditure was deferred resulting in total spend of R303.2 million at Zondereinde, including the deepening project.

Commenting on this cutback, Dunne said, “We cannot, however, defer capital projects indefinitely and we shall persist with projects that are of strategic importance to the business.

“This will include the construction of a new furnace, an upgrade to the UG2 concentrator and the development of mining infrastructure to 18 level to extend the life of the mine. The annual cost of this five-year deepening project is expected to run to R130 million and is included in Zondereinde’s F2016 stay in business capital estimate of R303.0 million.

Processing and refining

The group’s processing and refining capability is a strategic advantage. A decision has been made to increase the throughput of the UG2 concentrator from the current 90 000 tonnes per month. Testwork is currently in progress, the results of which will inform the final design parameters for the upgrade. This project is expected to cost R60 million.

The board has approved capital expenditure for the installation of an additional 20MW furnace as part of the smelter expansion and de-risking programme. To date, a sum of R10.0 million has been committed for design and drawing work for the new furnace. The additional capacity will add mining flexibility, allowing for higher volumes of UG2 ore to be mined and treated and will support the growth in production from Booysendal.

Earlier this year a new autoclave with sufficient capacity to match the potential throughput from the expanded smelter facility was installed and commissioned at the base metal removal plant at a cost of R31.0 million.

Booysendal

Booysendal continued the ramp-up to its annual steady-state PGMs production target of 160 000oz planned to be reached in the first half of F2016. For the year as a whole Booysendal’s run-of-mine production totalled 1 670 437 tonnes (F2014: 1 233 089 tonnes) with the tonnage milled increasing to 1 786 375 tonnes (F2014: 1 517 109 tonnes) at a head grade of 2.6g/t (F2014: 2.6g/t). The concentrator performed well above its nameplate capacity in the last three months of the year, achieving an average recovery of 86%.

Underground the last two production sections are being equipped, thereby completing the original capital footprint. There have been significant advances in planning to exploit the Merensky reef, with bulk sampling work in progress. A decision to develop a Merensky mining module will be taken in the second half of F2016.

Conceptual design work on exploiting the Booysendal South orebody (including the former Everest mine infrastructure) will be progressed to a feasibility study. The decision to begin construction of new mining modules will be informed by market conditions and the potential return on investment. The feasibility is expected to cost R22.0 million and will be completed by May 2016.

With the progression towards steady-state levels, costs are approaching more realistic levels. Booysendal’s total operating costs were R1 192.2 million against R806.8 million in F2014 with unit operating costs 0.9% lower at R358 554/kg (F2014: R361 902/kg) and cash costs 11.3% higher at R308 719/kg (F2014: R277 308/kg).

As Booysendal reaches its design capacity, capital expenditure levels have declined accordingly. Total capital expenditure since the start of the phase 1 Booysendal mine development is expected to close out at R4.5 billion.

Business Outlook

Prospects for PGMs in the short to medium term seem to remain subdued.  Higher costs, mainly from labour and power inputs have eroded margins. However, Northam remains well placed to take advantage of opportunities that may arise from the current adverse economic conditions.

The recent three-year wage agreement with the recognised union at the Zondereinde mine provides stability going forward and allows management to focus on operational matters. On the eastern limb social unrest poses a risk to normal operations at Booysendal.

The group’s financial performance depends largely on better metal prices, and a stable working environment. Management is confident that the group’s strong balance sheet and prudent financial controls will provide support until such time that metal prices rise sustainably.

• Reviewed preliminary results for the year ended 30 June 2015 (PDF - 868KB)

  Issued by
  
  Russell & Associates
  Johannesburg
  Tel +27 (0)11 880 3924

  Marion Brower: +27 (0) 71 493 0387
  Jan Kennedy: +27 (0) 71 493 0429

Johannesburg, 30 July 2015: Northam Platinum is pleased to advise that wage negotiations at its Zondereinde mine have been concluded with the representative union, the National Union of Mineworkers.

The three-year agreement  provides for increases on basic wages and allowances of 13.0% for entry level underground employees in year one, 11.6% in year two and 10.5% in year three. 

Supervisory employees will receive a basic increase of 7.5% per year for each of the three years.

Northam chief executive Paul Dunne said today: “This is a good outcome for both employees and the company as it provides certainty and allows all stakeholders to focus on the sustainability of the business going forward. We also recognise the mature and constructive manner in which engagement has been undertaken.”

Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower +27 (0) 82 895 0698
Charmane Russell +27 (0) 82 372 58164

Shareholders are advised that civil unrest in the form of protests by communities in the Steelpoort valley is impacting the company’s production effort at its Booysendal mine.

Protesters have been blocking roads and disrupting transport which has prevented employees getting to work. There have also been incidents of damage to the Lebalelo pipeline which supplies water to eastern limb operations.

Whilst mining operations have been disrupted, milling from the surface stockpile is continuing.

Shareholders will be advised of further developments.

Johannesburg
21 July 2015

Sponsor and Debt Sponsor
One Capital

Shareholders are referred to the Northam SENS announcement published on Wednesday, 20 May 2015 pertaining to the notification received from shareholders in terms of section 122(3)(b) of the Act and section 3.83(b) of the JSE Listings Requirements.

The Public Investment Corporation SOC Ltd. (''PIC'') disposed of shares in Northam pursuant to Northam’s R6.6 billion, 10 year, secured broad-based black economic empowerment transaction (BEE Transaction). Following a review of their external managed holdings, the PIC has confirmed its total interest in the issued ordinary share capital of Northam to be 7.86% following the BEE Transaction.

Northam has filed the relevant notices with the Takeover Regulation Panel in terms of section 122(3)(a) of the Act.

Johannesburg
25 May 2015

Sponsor and Debt Sponsor
One Capital

Shareholders are referred to the Northam circular dated 17 February 2015 and the Northam offer circular dated 21 April 2015 relating to Northam’s fully funded R6.6 billion, 10 year secured broad-based black economic empowerment transaction (the “BEE Transaction”).

Pursuant to the BEE Transaction, and in accordance with Section 122(3)(b) of the Act and paragraph 3.83(b) of the JSE Listings Requirements, shareholders are advised of the following:

• the Public Investment Corporation SOC Ltd. (''PIC'') has disposed of shares in Northam, and the total interest held by the PIC now amounts to 4.8% of the total issued share capital of Northam; and
• Zambezi Platinum (RF) Ltd (“Zambezi Platinum”) has acquired shares in Northam, and the total interest held by Zambezi Platinum amounts to 31.4% of the total issued share capital of Northam

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

Johannesburg
20 May 2015

Sponsor and Debt Sponsor
One Capital

The JSE Limited has granted approval to Zambezi Platinum for the listing of the ZPLP preference shares (“Preference Shares”) on Monday, 11 May 2015, under Zambezi Plat RF Ltd Pref, however the Preference Shares will be issued with effect from Monday, 18 May 2015.

The Preference Share terms are available in the prospectus issued by Zambezi Platinum which is available on Northam Platinum Limited’s website.

The Preference Shares will be immobilised in the Central Depository and settlement will take place electronically in terms of the Debt Listings Requirements of the JSE Limited.

13 May 2015

Debt Sponsor
One Capital

JOHANNESBURG, 11 May 2015 – Today, Zambezi Platinum (JSE: ZPLP) listed as a preference share on the Main Board of the JSE. The listing of Zambezi Platinum’s preference shares follows the conclusion of a Broad Based Black Economic Empowerment (BBBEE) transaction by Northam Platinum, which was initiated to establish a sustainable historically disadvantaged South Africans (HDSA) shareholding in the company. 

Zambezi Platinum was incorporated into Northam Platinum as a special purpose vehicle to facilitate the BBBEE transaction.  The conclusion of Northam Platinum’s BBBE transaction now sees the level of empowerment ownership the company increasing to 35.4%, far exceeding the Mining Charter’s minimum equity requirement of 26%.

The Northam Platinum BBBEE transaction is underpinned by a R4.6 billion capital raise, where the proceeds from the transaction will be used to fund future growth opportunities in the platinum mining sector. The capital raising is supported and funded by Northam Platinum’s anchor shareholders, Coronation Asset Managers and the Public Investment Corporation. The capital raise will be  implemented via renounceable offer by Northam Platinum on behalf of Zambezi Platinum through the listing of  the latter’s preference shares on the JSE.

JSE head of Capital Markets Donna Oosthuyse says, “We congratulate Northam Platinum on this ground breaking transaction.  We are particularly pleased that Zambezi Platinum’s preference shares will be listed on our exchange, as it demonstrates the confidence Northam Platinum has in the JSE to facilitate its future growth ambitions.”

Chairman Elect of Zambezi Platinum Lazarus Zim comments: “The Zambezi is Africa’s fourth largest river and sustains four African countries. In naming this confluence of consortiums, we chose the name Zambezi since we too want this transaction to benefit a broad range of stakeholders – communities, employees, a women’s group and core of strategic partners who offer financial, legal and business skills, supportive of Northam’s ambitions.  In addition, Northam shareholders who will participate in the Zambezi Preference share also stand to benefit from a coupon rate which provides an attractive return.

Zim adds, “This landmark transaction recognises the fundamental value of Northam and its growth potential. Northam is now poised to realise further upside, armed with a powerful balance sheet, and with substantial and meaningful empowerment participation. This is what will underpin the long-term success and sustainability of our business in an accountable, responsible manner.”

The results of the rights offer will be published on the JSE Stock Exchange News Service (SENS) on 18 May 2015. 

ABOUT JSE

The Johannesburg Stock Exchange is based in South Africa where it has operated as a market place for the trading of financial products for 125 years. It connects buyers and sellers in equity, derivative and debt markets. The JSE is one of the top 20 exchanges in the world in terms of market capitalisation and is a member of the World Federation of Exchanges (WFE). The JSE offers a fully electronic, efficient, secure market with world class regulation, trading and clearing systems, settlement assurance and risk management. www.jse.co.za

Issued by:
Thato Mapule
H+K Strategies South Africa
Tel: +27 11 463 2198
Email: Thato.Mapule@hkstrategies.co.za

On behalf of:
Donna Oosthuyse
Director: Capital Markets
JSE Limited
(011) 520 7000

Northam shareholders are referred to the SENS announcement dated 10 February 2015, wherein Shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd to acquire the Everest Mining Assets and Everest Mining Right, for a total cash purchase consideration of R450 million, comprising R400 million for the Everest Mining Assets and R50 million for the Everest Mining Right.

Northam is pleased to announce that all the Part A Conditions Precedent have been fulfilled, as a result of which the Part A Sale has become unconditional. The Part A sale will be implemented on 26 June 2015, when Northam will acquire the Everest Mining Assets for a cash purchase consideration of R400 million.

Paul Dunne, CEO of Northam, says, “The Part A completion gives Northam management early access to the Everest assets, and gives us the opportunity to start the integration process with the existing Booysendal operation. With the conclusion of this step we will be in a position to start extracting value and developing the new Booysendal South mine.”

The Part B Sale, pursuant to which Northam will acquire the Everest Mining Right for a cash purchase consideration of R50 million, remains conditional on the Minister of Mineral Resources granting consent for the transfer of the Everest Mining Right to Northam in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002.

Johannesburg
23 April 2015

Corporate Advisor, Sponsor and Debt Sponsor: One Capital

Attorneys: Cliffe Dekker Hofmeyr Incorporated

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:

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

In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008, as amended (“the Act”) and paragraph 3.83(b) of the JSE Listings Requirements, Northam shareholders are advised of the following:

• The company has received notification from Coronation Asset Management Proprietary Limited, on behalf of their clients (“Coronation’s clients”) that they have, in aggregate, acquired an interest in Northam shares, such that the total interest held by Coronation’s clients now amounts to 34.45% of the total issued share capital of Northam.

The company will file the relevant notice with the Takeover Regulation Panel, as required in terms of Section 122(3)(a) of the Act.

Johannesburg
20 March 2015

Sponsor and Debt Sponsor
One Capital

In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008, as amended (“the Act”) and paragraph 3.83(b) of the JSE Listings Requirements, Northam shareholders are advised of the following:

• The company has received notification from Allan Gray Proprietary Limited, on behalf of their clients (“Allan Gray’s clients”) that they have, in aggregate, acquired an interest in Northam shares, such that the total interest held by Allan Gray’s clients now amounts to 5.85% of the total issued share capital of Northam.

The company will file the relevant notice with the Takeover Regulation Panel, as required in terms of Section 122(3)(a) of the Act.

Johannesburg
13 March 2015

Sponsor and Debt Sponsor
One Capital

In compliance with paragraph 3.63 of the JSE Limited Listings Requirements (“JSE listings requirements”), Northam hereby advises its shareholders of the following dealings by directors of the company and the company secretary:

Northam ordinarily makes all awards pursuant to the Northam Share Incentive Plan towards the end of each calendar year. In the event that the grant, acceptance and/or rejection of an award is, as a result of regulatory trading restrictions prevented, awards to the effected participants are deferred until the relevant trading restrictions are lifted. This results in the acceptance or rejection of those awards after the ordinary grant date. In these instances, the terms and conditions of the awards are not adjusted so that participants are treated consistently irrespective of trading restrictions.

Johannesburg
23 February 2015

Sponsor
One Capital

Strategic review starts to deliver results

The company’s results for the first half of the 2015 financial year were released on SENS this morning and posted to shareholders today, Friday 20 February 2015.

Key features

• Sales revenues reach the R3 billion mark
• Headline earnings per share of 89.6 cents
• 35% empowerment post BEE transaction
• Parallel capital raising to overhaul the balance sheet
• Expansion strategy crystallised
• Booysendal ramp-up on track
• Solid performance from Zondereinde
• Unsettled labour climate

Financial overview

Profit attributable to shareholders of R354.1 million (H1 2014: loss R92.7 million) may be ascribed to two main factors:

• Higher group production volumes, which impacted positively on unit cash costs. The comparative period in the previous financial year was marked by protracted industrial action at Zondereinde.
• A generally higher ZAR basket price for platinum group metals (3PGE + Au) owing to a weaker ZAR/USD exchange rate.

Metal sales revenues for the group reached R3.0 billion for the period (H1 F2014: R2.3 billion) reflecting the effect of higher volumes combined with the weakening of the rand by 9.5% year on year against the US dollar. This was despite losses of 615kg and R255 million in production and revenues respectively, resulting from the shaft incident at Zondereinde. Noteworthy is the contribution from Booysendal where metal sales ramped up to 1 820kg (H1 F2014: 1 138kg), an increase of 59.9% year on year.

Corporate activity

The BEE transaction announced by the company on 22 October 2014 has progressed well. Details of the transaction are contained in a circular (available on the Northam website www.northam.co.za). In terms of the transaction Northam intends to raise R4.6 billion in cash by issuing new shares. The effect of the transaction would be to increase Northam’s BEE shareholding to 35.4%. The deal, which encompasses a parallel capital raising, will facilitate the injection of R4 billion in cash to fund the group’s growth strategy.

The deal has been facilitated by the Public Investment Corporation (PIC) and Coronation Asset Management Proprietary Limited (Coronation) and secures for Northam the following:

• The immediate transfer of economic value to a broad-based HDSA group.
• Funding to strengthen the group balance sheet, thereby positioning the company to exploit value-accretive growth opportunities in the sector.

In a separate transaction the group purchased an additional 20% of Northam Chrome Producers Proprietary Limited (NCP) for R50.0 million with effect from 1 August 2014. This brings the total holding in this subsidiary to 100%. NCP produces chrome from Zondereinde’s UG2 tailings.

Operational overview

Zondereinde

The group’s Zondereinde mine performed well during the period, with improved tonnages and production. This was in spite of the shaft incident at Zondereinde in July, which resulted in lost production of 615kg. The higher volumes helped to contain unit operating costs which improved by 4% from R404 674/kg to R388 547/kg year on year.

The extension of the decline section of the mine has progressed steadily and on completion will extend the mine’s life to more than 20 years. At the same time work continues on optimising the exploitation of both orebodies at Zondereinde and entails the reconfiguration of the concentrator plants and increasing smelter and base metal removal capacity.

Booysendal

The production ramp-up at Booysendal mine continues as planned, with the production of metals in concentrate increasing by 15.8% to 2 041kg (H1 F2014: 1 763kg), illustrating the effect of significantly improved concentrator recoveries.

Work continues on investigating the feasibility of mining the Merensky reef at Booysendal mine. To that end, on-site work has started on a box-cut to extract a bulk sample of Merensky ore to conduct metallurgical test work and to examine the feasibility of using mechanised methods to mine the Merensky reef here.

Booysendal’s commendable safety performance continues.

Prospects

Looking to the prospects for the group, Dunne said today, “Metal prices are likely to remain subdued in the near term. We remain concerned about the unstable electricity supply in South Africa, along with an unsettled labour climate. Nonetheless,” said Dunne, “and despite the difficult operating conditions, we believe Northam is well positioned for the future.”

• Results for the six months ended 31 December 2014 (PDF - 1MB)

  Issued by
  
  Russell & Associates
  Johannesburg
  Tel +27 (0)11 880 3924

  Marion Brower +27 (0) 71 493 0387
  Memory Johnstone +27 (0)82 719 3081

Shareholders are advised that the group’s earnings and headline earnings per share for the six months ended 31 December 2014 are estimated to range between 80 cents per share and 98 cents per share, compared to the loss and headline loss of 25 cents per share reported for the six months ended 31 December 2013. The aforementioned range expressed in percentage terms is an increase of between 420% and 492%.

The anticipated increase in earnings is attributable to higher production volumes from both the Zondereinde and Booysendal divisions.  In the previous comparable period Zondereinde’s results were negatively impacted by the effects of a protracted strike, while Booysendal’s output continues to grow in line with the mine’s ramp-up.

The weighted average number of shares in issue for the six months ended 31 December 2014 is 397 586 096.

This trading statement has not been reviewed or reported on by the group’s auditors.

The interim results for the six months ended 31 December 2014 are anticipated to be released on or about the 20 February 2015.

Johannesburg
11 February 2015

Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower +27 (0) 82 895 0698
Memory Johnstone +27 (0)11 880 3924

Following constructive discussions between management and the NUM leadership at Zondereinde mine over the past few days, the parties have agreed to a process to bring the industrial action to a close, and to create an enabling environment to resolve the current impasse.

The conditions attached to the understanding reached include the following:

• The principle of no work no pay will apply
• Adherence to the Peace and Stability Framework for the Mining Industry
• An acceptable process to deal with the issues in dispute raised during the strike

Employees will start returning to work with effect from the night shift today, Tuesday 20 January. Zondereinde general manager Danny Gonsalves welcomed the end to the industrial action and thanked all parties for the constructive discussions which led to this point.

Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower +27 (0) 82 895 0698
Charmane Russell +27 (0) 82 372 5816
Memory Johnstone +27 (0)11 880 3924

Northam suspends operations at Zondereinde Mine to secure safety and security of employees and company assets

Northam Platinum Limited advises that management has taken a decision to temporarily suspend operations at the Zondereinde Mine in the interests of securing the safety and security of employees and company property. Employees who are members of the National Union of Mineworkers (NUM) embarked on an unprotected strike on Tuesday 13 January 2015. Only essential services employees will be expected to report for duty as per existing agreements.

This decision has been taken amidst rising tension at the mine, owing to incidents of intimidation, assault and threats of violence towards non-striking employees and damage to property on 15 January 2015. A large number of employees signalled a desire to return to work on 15 January in line with the direction of the Labour Court.

Zondereinde management continues to engage with the NUM in a bid to normalise operations as soon as possible and urges the NUM to take heed of the Peace and Stability Framework for the Mining Industry, signed in February 2013.

At the same time, the company will follow disciplinary procedures in respect of employees who failed to heed the direction of the Labour Court to return to work. This could result in dismissals.

Zondereinde’s smelter operations continue to operate.

It should be noted that:

• Zondereinde Mine produces approximately 65% of Northam’s annual production.
• Production losses amount to around 1,000oz of PGMs per day, equating to revenue losses of R11.5 million per day. Employees forfeit wages and benefits of the order of R2.4 million per day.
• Zondereinde Mine employs 6,600 permanent employees and 2,100 contractors.

Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower +27 (0) 82 895 0698
Charmane Russell +27 (0) 82 372 5816
Memory Johnstone +27 (0)11 880 3924

Northam Platinum Limited’s urgent application for an interdict in respect of unprotected industrial action at the Zondereinde mine has been granted by the Labour Court. Employees have been directed to return to work and failure to do so could result in disciplinary action or possibly dismissal.

The industrial action started from the night shift on 13 January 2015. Management has since received a communique from the NUM with regard to its concerns, which appear to relate to recruitment, disciplinary and leave processes and agreements.

In terms of the recognition agreement with the NUM and the provisions of the Labour Relations Act, Northam has established processes and channels in place to deal with issues of this nature without resorting to industrial action.

Management has urged the union to effect a return to work from 15 January 2015, following which the company will engage with the union on the matters raised.

Smelter operations remain unaffected.

Issued by
Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower +27 (0) 82 895 0698
Charmane Russell +27 (0) 82 372 5816
Memory Johnstone +27 (0)11 880 3924