Announcements 2020

Northam shareholders are advised that the company’s annual compliance report prepared pursuant to section 13(G)(2) of the Broad-Based Black Economic Empowerment Act No. 53 of 2003 is available on the company’s website: https://www.northam.co.za/downloads/send/148-governance/1336-northam-broad-based-bee-rating-2020-2021

Johannesburg
11 December 2020

Sponsor and Debt Sponsor
One Capital

1. INTRODUCTION

Northam shareholders (“shareholders”) are referred to the announcement dated 15 October 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”), (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired 2 830 957 Zambezi preference shares and has agreed to acquire a further 13 829 788 Zambezi preference shares from a material shareholder as further detailed in paragraph 3 below, in aggregate amounting to 16 660 745 Zambezi preference shares and representing a total cash consideration of approximately R1.6 billion (“acquisition”). Following implementation of the acquisition, Northam will hold 128 569 993 Zambezi preference shares, representing approximately 80.4% of all Zambezi preference shares in issue.

2. RATIONALE FOR THE ACQUISITION

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided in favour of the holders of Zambezi preference shares (“Guarantee”). Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

3. SMALL RELATED PARTY TRANSACTION AND FAIRNESS OPINION

Northam reached an agreement with the Public Investment Corporation SOC Limited (“PIC”) to acquire 13 829 788 Zambezi preference shares from the PIC by no later than 9 December 2020 at a price of R95.37 per Zambezi preference share, for a total cash consideration of approximately R1.3 billion (“related party acquisition”).

The related party acquisition is not subject to any conditions precedent and will be fully funded from Northam’s internal cash resources.

The PIC is a material shareholder of Northam as defined in the JSE Limited Listings Requirements (“Listings Requirements”), in that, within the preceding 12 months, it has been able to exercise or control the exercise of votes in respect of 10% or more of the Northam shares in issue. Accordingly, the PIC is a related party to Northam as contemplated in paragraph 10.1(b)(i) of the Listings Requirements and the related party acquisition is categorised as a “small related party transaction” in terms of paragraph 10.7 as read with paragraph 10.8 of the Listings Requirements.

In terms of paragraph 10.7 of the Listings Requirements, the related party acquisition is not subject to shareholder approval, provided an independent professional expert confirms that the terms of the related party acquisition are fair as far as shareholders are concerned. Northam has appointed BDO Corporate Finance Proprietary Limited (“BDO”) as the independent professional expert for purposes of providing an opinion in respect of the fairness of the related party acquisition (“fairness opinion”).

BDO has considered the terms and conditions of the related party acquisition and is of the opinion that the related party acquisition is fair to shareholders. A copy of the fairness opinion is available for inspection for a period of 28 days from the date of this announcement, at Northam’s registered office being, Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View.

5. DETAILS OF THE ZAMBEZI PREFERENCE SHARES

The Zambezi preference shares are cumulative, non-participating redeemable preference shares which accrue dividends at a nominal rate equal to the South African prime interest rate plus 3.5%, calculated on a daily basis, based on a 365-day year, compounded annually. The Zambezi preference shares were listed on the securities exchange operated by the JSE Limited on 11 May 2015.

Subject to certain exceptions, the Zambezi preference shares are redeemable on 17 May 2025 and will be redeemed, at Zambezi’s election, in cash and / or through the distribution of Northam shares held by Zambezi. The redemption of the Zambezi preference shares is secured by the Guarantee and if the Guarantee is called upon, Northam will, at its election, settle the associated liability using cash and / or through the issue of new Northam shares.

As reported in the annual financial statements of Northam for the year ended 30 June 2020, the Zambezi preference share liability amounted to approximately R8.3 billion and the accumulated preference share dividends for the financial year amounted to approximately R1.1 billion. As mentioned above, the acquisition by Northam of Zambezi preference shares will further reduce the Zambezi preference share liability and accumulated preference share dividends which are recognised in Northam’s consolidated financial statements. The accounting policies adopted by Northam in the preparation of its annual financial statements are in accordance with the International Financial Reporting Standards.

Paul Dunne, Northam’s Chief Executive Officer said “Northam is pleased to return a further R1.6 billion of value to shareholders through the purchase of Zambezi preference shares, increasing Northam’s holding to approximately 80.4%. Northam acquiring more than 80% ownership of Zambezi preference shares represents a very significant step in pursuit of the company’s previously stated intention to accelerate the maturity of the Zambezi Transaction, as announced on 2 November 2020. This strategy continues to positively impact future earnings and shareholder value creation.”

Johannesburg
8 December 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Independent Professional Expert to Northam
BDO Corporate Finance Proprietary Limited

Northam is pleased to announce that it has completed a private placement of domestic medium term notes (“Notes”) to the value of R1.33 billion (“New Notes”) in a bookbuild under Northam’s R15 billion Domestic Medium Term Note Programme (dated 29 October 2020, as amended and / or supplemented from time to time) (“Programme”). The bookbuild was oversubscribed by 33%.

The New Notes were issued today, 25 November 2020, on the Interest Rate Market of the JSE Limited, primarily as tap issuances under the following bond series: NHM011, NHM014, NHM016, NHM018 and NHM019 (“Existing Bond Series”) as well as issues under new bond series NHM020 (“New Bond Series”).

The New Notes issued under the Existing Bond Series attract floating rate coupons between 2.50% and 4.25% per annum above the 3 month ZAR-JIBAR, with interest payable quarterly, as detailed in previously published SENS announcements.

The New Notes issued under the New Bond Series mature on 25 November 2023 (R132 million) and attract a floating rate coupon of 3.75% per annum above the 3 month ZAR-JIBAR with interest payable quarterly.

The New Notes issued under the Existing Bond Series and the New Bond Series have a staggered maturity profile, maturing within the next 12 months (R10 million), 18 months (R345 million), 30 months (R253 million), 36 months (R132 million), 42 months (R390 million) and 54 months (R200 million) from the date of issue.

The proceeds from the issuance of the New Notes will be applied towards replenishing Northam’s cash reserves utilised in the course of Northam’s ongoing acquisition of preference shares in Zambezi Platinum (RF) Limited, including as published on SENS on 15 October 2020.

Furthermore, pursuant to the announcement published on SENS on 28 October 2020 pertaining to the partial capital redemption of Notes under bond series NHM017, Northam is pleased to announce that, on 30 October 2020, it completed a R492.1 million note switch, effectively extending the maturity date of certain Notes issued under bond series NHM017, maturing on 26 February 2021. This was achieved through the purchase and cancellation of such Notes and the simultaneous issue of new Notes to the same Note holders as a second tranche under bond series NHM012, maturing on 13 June 2022, for the same aggregate nominal amount (“Note Switch”). The NHM012 series Notes have a floating interest rate of 3.75% per annum above the 3 month ZAR-JIBAR, with interest payable quarterly.

Following the placement of the New Notes, the total nominal value of Notes in issue under the Programme amounts to c. R7.13 billion.

The combination of the placement of the New Notes and the Note Switch provides significant additional balance sheet flexibility for Northam.

Paul Dunne, Northam’s Chief Executive Officer said “Northam is pleased to have such strong investor support for our DMTN Programme. This continues to support Northam’s growth strategy and simultaneously allows the Company to accelerate the return of value to shareholders.”

Johannesburg
25 November 2020

Corporate Advisor and JSE Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Legal Advisors to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.

The JSE Limited (“JSE”) has granted approval for the listing of NHM020 Senior Unsecured Floating Rate Notes (“Notes”) issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and/or supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 25 November 2020.

The details pertaining to the issue of NHM020 are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
24 November 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.

Northam bondholders are advised of the following interest payments due on Wednesday, 25 November 2020:

Johannesburg
20 November 2020

Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payment due on Tuesday, 24 November 2020:

Johannesburg
19 November 2020

Debt Sponsor
One Capital

Northam established a Domestic Medium Term Note Programme (the “Programme”) pursuant to a programme memorandum dated 3 August 2012 (the “Previous Programme Memorandum”), in terms of which the Company may, from time to time, issue notes (“Notes”).

Noteholders are hereby advised that Northam has updated the Previous Programme Memorandum to, inter alia, align with the latest regulations (including amendments to the JSE Debt Listings Requirements (“Debt Requirements”)), include more recent information pertaining to Northam and incorporate Booysendal Platinum Proprietary Limited (“Booysendal”) as Guarantor (collectively, the “Amendments”).

The Amendments are incorporated in an amended and restated programme memorandum dated 29 October 2020 (“Programme Date”) (the “Amended and Restated Programme Memorandum”), a copy of which is available on Northam’s website (https://www.northam.co.za/downloads/send/96-files/1324-northam-programme-memorandum-13112020). The Amended and Restated Programme Memorandum has been approved by and registered with the JSE Limited.

Noteholders are further advised that the board of directors of Northam has approved an increase in the Programme Amount in terms of the provisions of the Programme from ZAR10 000 000 000 to ZAR15 000 000 000.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Amended and Restated Programme Memorandum.

A summary of the material Amendments is detailed below. This announcement only contains a summary of the material Amendments and therefore does not contain the full or complete details of the Amendments. Any investment decisions made by investors and/or Noteholders should only be made after due and careful consideration of, inter alia, the Amended and Restated Programme Memorandum (as available on Northam’s website).

Alignment with the latest regulations

• Alignment of the JSE and the Company responsibility statements, as well as the pro forma Applicable Pricing Supplement, with the Debt Requirements.
• Update of the King IVTM disclosure in accordance with the Debt Requirements.
• Appointment of Ms AH Coetzee, the Chief Financial Officer of Northam, as Northam’s debt officer in accordance with the Debt Requirements.
• Introduction and/or amendment of various definitions to align with the Debt Requirements including, but not limited to, “Interest Period”, “Interest Payment Dates” and “Extraordinary Resolution”.
• Introduction and/or amendment of various Terms and Conditions including, but not limited to, “Interest”, “Payments”, “Redemption and Purchase”, “Events of Default” and “Notices”. These amendments included amending:
• Condition 9 “Interest” to update “Accrual of Interest”;
• Condition 11 “Redemption and Purchase” to update “Redemption for Tax Reasons” and “Redemption in the event of a Change of Control” and to include “Redemption in the event of a failure to maintain a JSE Listing or Rating”;
• Condition 18 “Events of Default” in particular 18.1.1.4 “Cross Default” and 18.1.1.10 “Other” to align with the inclusion of the Guarantor and introduction of 18.1.1.9 “Guarantee”; and
• Condition 22 “Meeting of Noteholders/Consent Process” to align with the meetings of shareholder provisions as set out in the Companies Act.
• Amendment of the provisions applicable to the settlement, clearing and transfer of Notes in accordance with the Debt Requirements and the directives issued by Strate.
• Alignment of the “Subscription and Sale”, “Taxation” and “South African Exchange Control” sections with the most recent applicable laws and regulations.

Information pertaining to Northam and general information

• Update of the sections headed “Description of Northam Platinum Limited” and “Corporate Information”.
• Update of the section headed “Documents Incorporated by Reference”, which includes the publication of information on the Company’s website.
• Update of information relating to the current Dealer, JSE Debt Sponsor, Transfer Agent, Calculation Agent, Issuer Agent and Paying Agent.
• Update of the section headed “Investor Considerations/Risk Factors” to include the subsection “Risks relating to the Issuer’s Business”.

Introduction of Booysendal as Guarantor

• Amendment of all relevant sections to include Booysendal as a Guarantor.
• Inclusion of the section headed “Description of Booysendal Platinum Proprietary Limited”.
• Inclusion of a provision for “Additional Guarantors” by way of mandatory accession for a Northam Group entity on such entity becoming a material subsidiary of the Northam Group.
• Inclusion of the section headed “Terms and Conditions of the Guarantee”, including the pro forma Guarantee, the Form of Accession Letter and Conditions Precedent.

The Amended and Restated Programme Memorandum will apply to all Notes issued under the Programme on or after the Programme Date and will, in respect of such Notes, supersede and replace the Previous Programme Memorandum in its entirety. For the avoidance of doubt, subject to all applicable laws, the Previous Programme Memorandum will remain applicable to all Notes in issue prior to the Programme Date.

Johannesburg
13 November 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Legal Advisors to Northam, the Arranger, the Dealer and the Debt Sponsor in respect of the Programme
Bowman Gilfillan Inc.

Northam bondholders are advised of the following interest payment due on Wednesday, 11 November 2020:

Johannesburg
6 November 2020

Debt Sponsor
One Capital

In compliance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the Northam board announces that Mr Ralph Havenstein will be retiring after 17 years of service with the company.  

Mr Glyn Lewis will be replacing Ralph who will be retiring after the next annual general meeting to be held on Friday, 27 November 2020. 

Mr Lewis, who holds a BSc Mining Engineering and an MBA, held the position of chief executive officer of Northam from March 2005 until March 2014, when he retired from the company. He was previously general manager of the Zondereinde platinum mine and the Tarkwa gold mine in Ghana, which he was instrumental in establishing.

Mr David Brown, an independent non-executive director of Northam will be assuming the role of lead independent director (LID) from Mr Havenstein.  He will take up this position with effect from 1 November 2020 in order to ensure a smooth transition.

Mr Brian Mosehla, chairman of the board, commented, “Northam is pleased to welcome Mr Lewis to the board and Mr Brown as the new LID. Mr Lewis brings extensive engineering and mining expertise to Northam, which will further strengthen the board’s technical competency.  We look forward to his contribution and are grateful to Mr Havenstein for many years of loyal service to the company and wish him well.”

Johannesburg
2 November 2020

Sponsor and Debt Sponsor
One Capital

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM012, issued under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 30 October 2020.

The details pertaining to the tap issuance of the NHM012 series are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
29 October 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.

Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM017 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R492.1 million (the “Purchased Notes”), on 30 October 2020.

The reduction in the nominal amount of the Relevant Notes was effected through the purchase by Northam of the Purchased Notes in the market and the surrender by Northam of the Purchased Notes to the Transfer Agent under the Programme for cancellation thereof on 30 October 2020.

The reduction in the nominal amount of the Relevant Notes forms part of a note switch whereby the maturity dates of Purchased Notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes for the same nominal amount as a second tranche under series NHM012, which has a longer maturity date.

Johannesburg
28 October 2020

Corporate Advisor and JSE Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.

Northam shareholders are referred to the announcement dated 18 August 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 37 179 697 Zambezi preference shares for a total cash consideration of approximately R3.5 billion (“ZPLP acquisitions”). Following the ZPLP acquisitions, Northam holds 111 909 248 Zambezi preference shares (“Northam owned prefs”), representing approximately 70% of all Zambezi preference shares in issue.

The face value of the Northam owned prefs as at 15 October 2020, calculated as the initial issue price of the Zambezi preference shares plus accumulated preference share dividends, amounts to approximately
R9.1 billion.

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi elect to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam, at such time, will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

The ZPLP acquisitions have been fully funded through Northam’s internal cash resources.

The ZPLP acquisitions are not categorised transactions in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.

Paul Dunne, Northam’s Chief Executive Officer said “Northam has continued to return significant value to shareholders by accelerating the purchase of Zambezi preference shares to the current 70% holding. This strategy will positively impact future earnings and earnings per share and will add to the success of our empowerment transaction. Furthermore, Northam no longer considers the back-up guarantee provided in favour of the Zambezi preference shareholders to be a dilution risk to Northam ordinary shareholders and this is a significant milestone for the Company. Our mines and operations have proved to be resilient following the COVID-19 induced national lockdown and the commitment demonstrated by the Northam employees in restoring operations to normality has been outstanding”.

Johannesburg
15 October 2020

Corporate Advisor, JSE Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Northam is pleased to advise shareholders and noteholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s national scale long term credit rating to A(ZA) (from the previous rating of A-(ZA)) and short term credit rating to A1(ZA) (from the previous rating of A2(ZA)), with a stable outlook.

The upgrade primarily reflects Northam’s strengthened earnings profile and expectations of continued robust free cash flows and financial metrics on the back of favourable commodity prices. Other factors sighted by GCR include, inter alia, the surge in Northam’s profitability over recent years enhanced by rising production volumes, the positive manner in which Northam managed and recovered from the impact of COVID-19, the group’s globally competitive cost position and Northam’s track record of maintaining conservative financial policies. GCR continues to view Northam’s liquidity as strong.

The stable outlook reflects GCR’s view that the group will pursue a conservative financial profile and will continue to benefit from its ongoing production ramp up against supportive pricing levels, which should translate into robust margins and cash flows to sustain strong credit metrics over the next 12 to 18 months.

GCR’s announcement in regard to Northam’s credit rating is available from GCR’s website at https://gcrratings.com/announcements/gcr-upgrades-northams-issuer-ratings-to-aza-a1za-onstrengthening- earnings-and-conservative-financial-profile-outlook-stable/.

Johannesburg
8 October 2020

Corporate Advisor, Sponsor and Debt Sponsor
One Capital

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam shareholders are advised that the company has received notification that Coronation Asset Management Proprietary Limited, on behalf of its clients (“Coronation”), has acquired a beneficial interest in Northam securities (the “Acquisition”).

Following the Acquisition, Coronation now holds 5.03% of the total issued ordinary share capital of the company.

Johannesburg
14 September 2020

Sponsor
One Capital

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of NHM016 Senior Unsecured Floating Rate Notes (“Notes”), issued under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 7 September 2020.

The details pertaining to the tap issue of NHM016 series are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
4 September 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

…COVID-19 challenges notwithstanding…

Johannesburg, 28 August 2020.  Northam Platinum has issued its annual results for the year ended 30 June 2020.  The following documents, making up the suite of 2020 published reports, are available on the Northam website at www.northam.co.za for review. 

The suite of reports includes:

KEY FEATURES FOR THE YEAR

• Record revenue of R17.8 billion
• Record operating profit of R5.3 billion
• Estimated COVID-related production loss of 108.7 koz 4E
• Net debt contained to R3.3 billion
• First production of ~35 koz from Eland
• ZPLP ownership at 46.7% (R6.0 billion market value)

Speaking to the investment community today, chief executive Paul Dunne commented on the significant impact of the COVID-19 pandemic. “At our operations we have lost five employees to the virus, one of these being a contractor employee. We recognise that premature and unexpected loss of life can have a devastating impact and our sincere condolences go out to the families of the deceased.

“Our operations were badly affected by the national lockdown and phased restart. It is testament to the efforts of mine management, working closely with organised labour and the regulators, that we limited this impact, restarting operations in a safe and sustainable manner.”

As a response to the pandemic, Northam has prioritised the health and well-being of its employees and host communities, and developed an action plan to minimise the social and economic impacts, which comprised:

• Paying employees and protecting their jobs
• Implementation of comprehensive health measures and safety protocols to reduce the potential for infection
• Driving towards operational normalisation, maintaining a focus on safe and sustainable production - Booysendal and Eland are back at full production and Zondereinde is getting there
• Managing the company’s cash position by trimming capex and restructuring our DMTN programme.

The direct cost estimate of COVID-19 is approximately R1 billion. In order to assist with COVID-19 relief efforts Northam donated funds to the group’s two community trusts.

PERFORMANCE REVIEW
Metal production was flat year on year at 515 370 oz 4E, given the COVID-19 related loss of more than 100 koz, which effectively neutralised the record H1 production levels. However, on the back of a 67.4% increase in rand denominated basket prices, revenue reached a record high of R17.8 billion.  This translated into record operating profit of R5.3 billion and record EBITDA of R6 billion. Net debt was contained to R3.3 billion, and the net debt to EBITDA ratio was held well within the target of 1:1.

The average US dollar sales prices achieved during the year under review improved for most metals.  Palladium and rhodium both performed well, increasing by 52.4% and 169.8%, respectively.  Both these metals continued their upward trends subsequent to the financial year end. Platinum however, making up roughly 60% of the sales volume of Northam’s precious metals 4E basket, continues to be the laggard. The average price achieved during the year was USD858/oz (F2019: USD824/oz), which impacted the 4E basket price achieved. Platinum now only contributes 28.0% (F2019: 46.3%) to the 4E basket. Any upward movement in the platinum price will have a positive impact on the profitability of the group.

Now in the fourth phase of its strategic journey of developing low-cost long-life quality assets, Northam has continued to purchase Zambezi preference shares during the year, and post year end. Its current holding is 46.7% of all shares in issue, and the current value is R5.6 billion which is effectively a value return to shareholders.

Group operational overview
The group’s equivalent refined metal from own operations fell by 0.9% to 515 370 oz 4E (F2019: 519 954 oz 4E. This is 108 685 oz 4E below target and is directly related to the losses associated with the lockdown and the restart of mining activities.

The brunt of losses was felt at the conventional Zondereinde mine; the mechanised Booysendal mine recovered well and group losses were partially offset by additional processing of surface sources at Eland mine.

Group unit cash costs per equivalent refined platinum ounce increased by 28.2% to R29 281/Pt oz. This increase in unit cash cost is the result of the high fixed cost component of underground mining, allied with the production losses incurred.

Total group capital expenditure reduced year on year to R2.4 billion, owing to planned cutbacks and project completion. A decision to temporarily scale back on specific growth projects in the interest of liquidity management was made after the onset of the COVID-19 pandemic.

Projects that have been temporarily scaled back include;

• the Central Merensky module at Booysendal mine,
• aspects of the number 3 shaft project at Zondereinde mine and
• the stoping build-up at Eland mine.

Despite the decision to reduce growth capital spend, the group continues to deliver on its strategy of developing low-cost, long-life assets in order to position itself at the lower end of the industry cost curve.

Scale backs have been structured to minimise the impact on project critical paths. As such, the overall impact on the group’s growth is limited.

At Zondereinde mine, stoping is ramping up within the western extension section and further progress has been made on the deepening project. The pilot hole for the planned number 3 shaft has been completed and reaming to ultimate shaft diameter will commence during the first half of F2021. At the metallurgical facilities, upgrades to the material handling infrastructure are nearing completion. The coming years will see work start on capacity increases at both the original smelter furnace and the base metal removal plant.

The development of Booysendal South is progressing on schedule and on budget, with surface infrastructure construction almost complete and underground development at the UG2 mine on track. Work on the North aerial rope conveyor is continuing, but COVID-19 related stoppages have led to planned commissioning being delayed to December 2021. North Merensky mine build-up will continue.

At Eland mine, processing of surface materials has out-performed budget and will continue. Development of the Kukama decline system has progressed well. An early mining demonstration is ongoing, as is strike development to connect with the Maroelabult section. Despite the decision to pull back on stoping build-up, primary development at Eland mine will continue.

In conclusion
Going forward, Northam guided to PGM production in the range of 650 koz to 670 koz 4E with unit cash costs to be between R28 500 and R29 000/Pt oz, for the next two years. Sales will follow production and will allow for the number 1 furnace rebuild scheduled this year. The capital forecast, for both F2021 and F2022 is estimated at between R2.3 billion and R2.5 billion. At current rand basket price levels the company should generate healthy cash flows.

Paul Dunne pointed to a second meaningful ramp up in production, predominantly coming from the Booysendal South mine. “Growth from all operations will contribute to our medium-term annual production target of 1 million oz 4E over the forecast period.”

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;

Northam bondholders are advised of the following interest payment due on Wednesday, 26 August 2020:

Johannesburg
21 August 2020

Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payment due on Monday, 24 August 2020:

Johannesburg
19 August 2020

Debt Sponsor
One Capital

Northam shareholders are referred to the announcement dated 2 July 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 9 635 664 Zambezi preference shares for a total cash consideration of approximately R804.6 million (“ZPLP acquisition”). Following the ZPLP acquisition, Northam will hold 74 729 551 Zambezi preference shares (“Northam owned prefs”), representing approximately 46.7% of all Zambezi preference shares in issue. The face value of the Northam owned prefs as at 17 August 2020, calculated as the initial issue price of the Zambezi preference shares plus accumulated preference share dividends, amounts to approximately R5.96 billion.

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi elect to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam, at such time, will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

The ZPLP acquisition has been fully funded through Northam’s internal cash resources.

The ZPLP acquisition is not a categorised transaction in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.

Johannesburg
18 August 2020

Corporate Advisor, JSE Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

….record operating profit underpinned by solid operational performance

Johannesburg, Wednesday 12 August 2020. Northam has published a trading statement and update today, Wednesday 12 August 2020 in anticipation of its annual results to be published on 28 August 2020. The announcement is published in full on the company’s website, www.northam.co.za

Northam expects to achieve a record operating profit for the year ended 30 June 2020. This result is underpinned by a solid performance at all operations and higher prices realised for the basket of metals, and has been achieved in spite of significant production losses associated with the COVID-19 pandemic. Northam’s annual results for the 2020 financial year will be published on 28 August 2020.

Key metrics

• Production from own operations < 0.9% at 515 370 4E oz
• Purchased material > 212.9% to 72 443 4E oz
• Sales volumes amounted to 582 686 4E oz.
• Total revenue per Pt oz sold up by 78.8% to R53 009/Pt oz
• Cash margin per platinum ounce > 40%.

Key financial indicators

Operational progress

All growth projects progressed well during F2020. Booysendal South has advanced into production ramp-up, Zondereinde Western extension is ahead of schedule and on reef development of Eland mine continued whilst simultaneously increasing mineable reserve.

CEO Paul Dunne paid tribute to management’s positive response to the COVID disruptions, which contributed to containing production losses: “My appreciation goes out to management and our employees for restarting operations safely and effectively, while making a concerted effort to achieve normalised production.

“Surface ore sources at Eland mine, together with streamlined operations at the mechanised Booysendal mine, enabled a swift restart. By financial year end, Booysendal mine and Eland mine were again operating at full complement, with Zondereinde mine at 80% capacity. Normalised production is expected to resume at Zondereinde by the second half of the current financial year,” said Dunne.

Northam’s response to COVID-19

The health and wellness of our employees and our host communities were given priority in our response to COVID-19. Our program for restarting operations drew on many years of experience in managing significant health threats such as HIV and tuberculosis. We followed the prescripts of the National Institute for Communicable Diseases and the amended regulations pertaining to the Disaster Management Act No. 57 of 2002, working in collaboration with the various government departments and the Minerals Council. Our program encompassed screening and identification for early diagnosis and treatment, as well as health promotion through a variety of educational initiatives.

Preserving liquidity

In view of the threats presented by COVID-19, the group proactively implemented a multi-pronged action plan to preserve liquidity. This entailed a restructuring of the company’s domestic medium-term note programme in order to:

• extend the maturity dates of notes in issue
• to raise additional debt funding
• smooth the maturity profile of the various note series

In addition, our revolving credit and general banking facilities were refinanced on more favourable terms, extending the maturity date whilst reducing the cost of debt. Both facilities were undrawn at financial year end.

Total group capital expenditure reduced year on year to R2.4 billion, associated mainly with completing large capex projects at Booysendal. R2.0 billion was incurred on expansionary capital expenditure and R382.2 million on sustaining capital expenditure.

Stategy of developing low-cost, long-life assets remains in place

The group remains committed to its strategy of developing low-cost, long-life assets in order to position itself at the lower end of the industry cost curve. The development of our project pipeline, which builds on our existing asset base, is bearing fruit and will continue to deliver a strong and sustainable financial performance in the coming years. We expect that future production growth, together with favourable rand denominated metal prices, should support and enhance free cash flow generation over the medium term.

Returning value to shareholders

Our strategy of returning value to shareholders remains unchanged and has continued with Northam’s acquisition of Zambezi preference shares. In this way the we are effectively reducing the preference share dividend expense and liability as well as Northam’s potential financial exposure under the guarantee provided to holders of Zambezi preference shares.

Furthermore, in the event that Zambezi elects to redeem the Zambezi preference shares through a distribution of Northam ordinary shares held by Zambezi, the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

To this end, Northam has continued to purchase Zambezi preference shares. Northam currently holds ~40.7% of all Zambezi preference shares in issue. Despite these purchases, the group achieved a net debt position of R3.3 billion with a net debt to EBITDA ratio well below 1:1.

Conclusion

The group’s balance sheet strength and the relatively quick recovery to production capacity, combined with the positive impact on medium term liquidity arising from the Note Switch, collectively position the group well to continue to proactively and aggressively return value to shareholders.

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Northam bondholders are advised of the following interest payment due on Tuesday, 11 August 2020:

Johannesburg
5 August 2020

Debt Sponsor
One Capital

Johannesburg 21 July 2020: Northam Platinum Limited (Northam) is pleased to announce the successful completion of the raise-bore pilot hole for the planned Number 3 Shaft at Zondereinde mine’s western extension. The new shaft system will provide additional access from surface to the underground workings for hoisting of men, material, services and ore.

The western extension was acquired on 6 December 2017 from the neighbouring Amandelbult mine, owned by Anglo American Platinum Limited, for a cash consideration of R1 billion. It comprises a 3.6 km wide mining block containing a PGM resource of over 21 million ounces hosted within high-quality Merensky and UG2 orebodies.

The acquisition of the western extension significantly reduced Zondereinde’s operational risk profile and extends the mine’s life to beyond 30 years. Optimising these benefits required the development of an additional vertical shaft to supplement the existing two shafts at Zondereinde - this is the Number 3 Shaft project which was initiated in May 2019.

Number 3 Shaft is being raise-bored by Master Drilling. Raise-boring is safer, quicker and more cost effective than traditional drill and blast development. Raise-boring comprises two key phases; the drilling of a pilot hole, followed by reaming of this hole to its ultimate diameter. Critical to the success of raise-boring, especially when developing a hoisting shaft, is the accuracy of pilot drilling which becomes increasingly challenging the longer the hole.

The successful completion of the Number 3 Shaft pilot hole, at 1 382 m length, is a world record, the previous record being a 1 070 m shaft, drilled in 2012 at Lonmin’s K4 mine.

Drilling commenced on 25 September 2019 and holed into its receiving chamber underground on schedule on 18 July 2020. Master Drilling used ground-breaking oil-well directional drilling technology to limit lateral deflection on the 400 mm diameter pilot to less than half the hole diameter. Reaming of the hole to its final diameter will now commence and is expected to be completed during the coming year.

In parallel with the piloting of Number 3 Shaft, development of lateral access tunnels underground is progressing ahead of expectations and ore stoping is underway.

Paul Dunne, Northam’s Chief Executive Officer, said “this milestone has put us a significant step closer to realising the potential of the western extension, a high quality block of ground that has already breathed new life into Zondereinde. Our strong culture of technological innovation and rapid implementation is helping to create a mine that will benefit all stakeholders for many years to come. Congratulations to the Zondereinde management team and our partners, Master Drilling, on this record-breaking achievement.”

Johannesburg
21 July 2020

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Northam shareholders are referred to the announcement dated 3 April 2020 (“previous announcement”) pertaining to, inter alia, the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 11 717 037 Zambezi preference shares for a total cash consideration of approximately R959.7 million (“ZPLP acquisition”). Following the ZPLP acquisition, Northam will hold 65 093 887 Zambezi preference shares, representing approximately 40.71% of all Zambezi preference shares in issue.

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam, at such time, will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

The ZPLP acquisition has been fully funded through Northam’s internal cash resources.

The ZPLP acquisition is not a categorised transaction in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.

Paul Dunne, Northam’s Chief Executive Officer said “Northam had set itself an ambitious internal target of acquiring at least 40% of all Zambezi preference shares in issue in order to de-risk the company’s position and to simultaneously return significant value to its shareholders through our unique empowerment transaction. We are delighted to have achieved this target approximately halfway through the 10 year structure. The group’s financial position remains strong amidst very challenging global economic times.”

Johannesburg
2 July 2020

Corporate Advisor, JSE Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Northam bondholders are advised of the following interest payments due on Monday, 15 June 2020:

Johannesburg
10 June 2020

Debt Sponsor
One Capital

The JSE Limited (“JSE”) has granted approval for the listing of tap issues of both NHM016 and NHM018 Senior Unsecured Floating Rate Notes (“Notes”), issued under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 8 June 2020.

The details pertaining to the tap issue of NHM016 series are as follows:

The details pertaining to the tap issue of NHM018 series are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Northam noteholders are referred to the announcement published by the Company on SENS on Monday, 25 May 2020 (the “Announcement”) pertaining to, inter alia, a note switch whereby the maturity dates of certain notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes under the Programme with longer maturity dates, for the same nominal amount, as detailed in the  Announcement (the “Note Switch”). The issue and listing of the Notes pertain to the Note Switch.

Johannesburg
5 June 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes

Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note programme (dated 3 August 2012, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM002, NHM006, NHM007, NHM009, NHM011 and NHM014 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R921.3 million (the “Purchased Notes”), on 25 May 2020.

Details pertaining to the Purchased Notes:

The reduction in the nominal amount of the Notes was effected through the purchase by Northam of the Purchased Notes in the market and the surrender by Northam of the Purchased Notes to the Transfer Agent under the Programme for cancellation thereof on 25 May 2020.

Northam noteholders are referred to the announcement published by the Company on SENS on Monday, 11 May 2020 (the “Announcement”) pertaining to, inter alia, a note switch whereby the maturity dates of certain notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes under the Programme with longer maturity dates, for the same nominal amount, as detailed in the Announcement (the “Note Switch”). The purchase and cancellation of the Purchased Notes pertains to the Note Switch.

Johannesburg
25 May 2020

Corporate Advisor and JSE Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

The JSE Limited (“JSE”) has granted approval for the listing of NHM018 and NHM019 Senior Unsecured Floating Rate Notes (“Notes”), under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 25 May 2020.
The details pertaining to NHM018 are as follows:

The details pertaining to NHM019 are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Northam noteholders are referred to the announcement published by the Company on SENS on Monday, 11 May 2020 (the “Announcement”) pertaining to, inter alia, a note switch whereby the maturity dates of certain notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes under the Programme with longer maturity dates, for the same nominal amount, as detailed in the  Announcement (the “Note Switch”). The issue and listing of the NHM018 and NHM019 Notes pertains to the Note Switch.

Johannesburg
22 May 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

Northam bondholders are advised of the following interest payment due on Wednesday, 20 May 2020:

Johannesburg
15 May 2020

Debt Sponsor
One Capital

The JSE Limited (“JSE”) has granted approval for the listing of NHM017 Senior Unsecured Floating Rate Notes (“Notes”), under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 13 May 2020.

The details pertaining to NHM017 are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Northam noteholders are referred to the announcement published by the Company on SENS on Monday, 11 May 2020 (the “Announcement”) pertaining to, inter alia, a note switch whereby the maturity dates of certain notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes under the Programme with longer maturity dates, for the same nominal amount, as detailed in the Announcement (the “Note Switch”). The issue and listing of NHM017 pertains to the Note Switch.

Johannesburg
12 May 2020

Corporate Advisor and Debt Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

Johannesburg, Monday 11 May 2020. Northam is pleased to announce that it has reached agreement to extend the maturity dates of certain notes held in terms of the company’s R10 billion DMTN programme, with an aggregate amount of circa R1.885 billion. The agreement was reached with a number of the noteholders.

This extension will be effected by the purchase and cancellation of the above-mentioned notes, and the simultaneous issue of new notes with longer-term maturities.

In addition, certain noteholders will invest additional capital and subscribe for new notes with an aggregate nominal amount of circa R281 million.

In the short to medium term the switch will serve to preserve liquidity, while the new funding will add liquidity and further strengthen the group’s balance sheet.

The new funding will increase the total nominal number of notes in issue under the programme by circa R281 million, from R5.245 billion to circa R5.526 billion.

From the date of issue, the new notes will mature over periods of nine months (c.R495 million), three years (c.R671 million), four years (R450 million) and five years (R550 million) respectively.

The nine-month, three-year, four-year and five-year new notes will attract a floating rate coupon of 2.40%, 3.75%, 4.00% and 4.25% respectively above the three-month ZAR-JIBAR per annum. Interest on the new notes will be payable quarterly.

After the note switch the remaining maturities under the programme for the rest of the calendar year 2020 will reduce from R550 million to c.R20 million, thereby reducing capital outflow in the current period, and mitigating some of the risk associated in this period of uncertainty associated with operating constraints occasioned by the COVID-19 pandemic.

Northam CEO Paul Dunne said today, “Northam remains appreciative of the support and confidence it continues to receive from investors in the DMTN programme. The R1.885 billion note switch will assist in preserving and strengthening Northam’s liquidity during the COVID-19 pandemic. Added to this is a R530 million reduction in maturities during calendar year 2020, coupled with an injection of R281 million of new capital, resulting in an R811 million increase in calendar year 2020 liquidity. This is a very positive outcome for Northam.”

The unabridged SENS announcement is published on the Northam website at www.northam.co.za

Issued by R&A Strategic Communications,
Johannesburg,
Tel +27 (0)11 880 3924;

Marion Brower +27 71 493 0387

The JSE Limited (“JSE”) has granted approval for the listing of NHM016 Senior Unsecured Floating Rate Notes (“Notes”), under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 11 May 2020.

The details pertaining to NHM016 are as follows:

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
8 May 2020

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital

Attorneys to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.

Northam bondholders are advised of the following interest payments due on Tuesday, 28 April 2020:

Johannesburg
22 April 2020

Debt Sponsor
One Capital

1.    ACQUISITION OF ZAMBEZI PREFERENCE SHARES FOR R1.27 BILLION

Northam shareholders are referred to the announcement dated 1 November 2019 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 16.7 million Zambezi preference shares for a total cash consideration of approximately R1.27 billion (“ZPLP acquisition”). Northam now holds a total of 53 376 850 Zambezi preference shares, representing approximately 33.38% of all Zambezi preference shares in issue.

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

The ZPLP acquisition has been fully funded through the placement of the new notes, as further detailed below.

The ZPLP acquisition is not a categorised transaction  in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.

2.    INCREASE IN NORTHAM’S DMTN PROGRAMME AMOUNT FROM R5 BILLION TO R10 BILLION

In terms of the programme memorandum in respect of Northam's ZAR5 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“DMTN Programme”), the board of directors of Northam has approved an increase in the Programme Nominal Amount from ZAR5 000 000 000 to ZAR10 000 000 000. This increase will provide Northam with additional funding flexibility.

3.    PLACEMENT OF R1.27 BILLION OF NEW NOTES

Northam is pleased to announce that it has completed a private placement of notes to the value of R1.27 billion (“new notes”) under its DMTN Programme, in an amount equal to the consideration payable under the ZPLP acquisition. The new notes were placed as a new tranche under the NHM014 series and were listed on the Interest Rate Market of the JSE today, 3 April 2020. The new notes were issued on the same terms as the NHM014 series with a maturity date of 20 November 2021 and a floating interest rate of 3 month ZAR-JIBAR plus 2.5%, with interest payable quarterly. Following the placement of the new notes, the total aggregate nominal amount of notes in issue under the DMTN Programme amounts to R5.445 billion.

Johannesburg
3 April 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Sole Arranger and Dealer to Northam in respect of the new notes and the DMTN Programme
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Legal Advisors to Northam, the Arranger and the Dealer in respect of the new notes and the DMTN Programme
Bowman Gilfillan Inc.

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by an associate of a director of the company:

Johannesburg
25 March 2020
Sponsor and Debt Sponsor
One Capital

Johannesburg, 05 March 2020. Northam Platinum is pleased to advise that the company has for the first time been included in the FTSE/JSE Top 40 index, with a ranking of 32.  The admission is effective from 23 March 2020.

Northam was first listed on the JSE exactly 33 years ago today, 5 March 1987 with a single developing operating asset in its portfolio. The group has since transformed into a multi-asset, diversified quality platinum group metal producer.  At close of business yesterday Northam’s market cap was pegged at R60 billion, reflecting the extraordinary capital appreciation which the company has achieved.

Northam’s H1 results were issued only a few days ago on Friday 28 February, when the company declared a record operating profit of R3 billion.  Chief executive Paul Dunne paid tribute to the company’s long-standing and loyal shareholders and employees, and the support that he has received in executing the group’s successful growth strategy.

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Note to editors
The Top40 is South Africa’s best-known index. It includes the 40 largest companies listed on the JSE. This is the index that most people monitor as an overall benchmark for the local exchange. Even though it contains only 40 out of the roughly 400 shares listed on the JSE, it represents over 80% of the total market cap of all JSE listed companies.

For further information on the Top 40 go to https://www.jse.co.za/services/market-data/indices/ftse-jse-africa-index-series

First meaningful cash flow generated

Johannesburg, 28 February 2020. Northam Platinum released its results for the first half-year of the 2020 financial year today, Friday 28 February 2020. 

Highlights for the reporting period:

• 19.6% increase in production from own operations to 306 738oz 4E
• Basket price climbs by 42.4% to USD1 443/oz 4E
• Record H1 operating profit at R3 billion
• Profit after tax R1.1 billion
• R695 million free cash flow after capex
• Shareholders benefit from purchase of ZPLP shares to the value of R2.4 billion
• Five-year wage settlement at Booysendal
• 37.8% cash profit margin (H1 2019: 20.0%)

Higher production contributions from both Zondereinde and Booysendal, along with new output from Eland boosted equivalent refined metal production by 19.6% to 306 738oz 4E. Group unit cash costs increased by 12.6% to R24 780/Pt oz.

At a presentation in Johannesburg today, CEO Paul Dunne reiterated that Northam had reached the final phase of its strategic journey. “The way Zambezi is structured gives us a very obvious and powerful way to return value to shareholders through the purchase of the Zambezi preference shares. This process has started and we’ll continue doing this by applying free cash over and above our targeted net debt position.”

Since 2015 Northam has spent R1.8 billion on acquisitions, which have added 48.8Moz 4E of additional resources, two concentrator plants with a combined milling capacity of 500 000 tonnes per month and other infrastructure. The cumulative expenditure to date on developing these projects is R8.3 billion, and capital forecast for the full financial year is estimated at R2.7 billion.

“Shareholders are always the last in line to gain from a company’s success via returns on capital employed. Our shareholders have been patient and loyal over a number of years while we have developed and executed our growth strategy, significantly benefitting our broader stakeholder base. That strategy is starting to bear fruit and it’s time to reward our shareholders’ patience,” commented Dunne.

Referring to the operating environment, Dunne said, “Policy uncertainty remains a serious impediment to growth in the South African mining industry. Government’s role in this respect is to provide enabling legislation which will encourage investment. The mining industry has the potential to create businesses with a strong economic multiplier effect and thousands of sustainable jobs with growth and development opportunities for individuals and communities alike.

“Business is doing all it can to keep the economy afloat but it cannot do it alone. The state is also part of the economy and needs to play its role in competently managing strategic assets such as Eskom, developing enabling legislation, and ensuring the safety of all citizens and business enterprises.”

Zondereinde

Production of equivalent refined metal at Zondereinde increased by 5.4% to 162 380oz 4Edespite a fire early in the reporting period. The higher volumes were largely attributable to a stockpile buildup and a combination of higher milled tonnages, an increase in head grade and concentrator recoveries.

Stoping volumes are building up in the Western Extension and further progress has been made on the deepening project. Good progress has been made in planning for additional access to the Western Extension. The enhanced metallurgical facilities continue to operate smoothly while plans to increase the capacity of the base metal removal plant are well advanced.

Total operating costs at Zondereinde were 30.4% higher, reflecting the effects of an increased employee complement, higher power costs and volumes, translating into a 9.6% increase in unit cash costs per equivalent refined platinum ounce, to R25 890/Pt oz (H1 F2019: R23 614/Pt oz).

Booysendal

The combined milled tonnages from the North and Central mines increased by 27.4% to 1 738 054 tonnes (H1 F2019: 1 363 924 tonnes), translating into a total of 132 529oz 4E of metal in concentrate produced.  The dense media separation plant at the North concentrator is continuing to operate well within design parameters.

Total operating costs at Booysendal amounted to R1.7 billion (H1 F2019: R1.1 billion), a 50.4% increase. Volume increases, together with stores and power costs led to this rise. Higher production volumes resulted in the unit cash costs increasing by 11.6% to R18 714/Pt oz. The commissioning of the South mine, together with the full operation of the South concentrator (with low volumes) explains, to a large degree, the unit cost increase.

The development of Booysendal South is on track. At the Central UG2 mine, surface infrastructure construction is almost complete and underground development is progressing satisfactorily. The South aerial rope conveyor and the PGM circuit of the South concentrator are operating well. Construction of the Central Merensky boxcut is almost complete and underground development will start before the end of the financial year. In addition, earthworks and civil construction have started for the North aerial rope conveyor. This installation will allow transport of Merensky ore from the North and Central mines to the South concentrator and is scheduled to coincide with the respective stoping ramp up profiles.

Eland

At Eland, surface material continues to be treated through the chrome spirals and secondary PGM circuit, and underground development has resumed. Development of the Kukama decline system is ahead of schedule, employing mechanised drilling and blasting together with a Mobile Tunnel Borer (MTB) following a successful trial. Primary development will be the focus during the next 18 months, but an early mining demonstration, to optimise stoping methodologies is also in progress.

In parallel with the processing operations, development of the declines at the Kukama shaft started, together with refurbishment and recommissioning of underground equipment. The MTB trial was completed, yielding positive results, and will be applied to develop the Kukama belt decline barrel. A total of 528 metres were developed, ahead of plan, on the three-barrel decline system. In addition, an on-reef raise connection was holed in the West 1 section of the mine in order to trial and optimise planned stoping methodologies.

Looking to the future, Dunne pointed to focus areas which would be key to the group’s performance:

• The management of an unreliable energy supply
• Operational delivery and effective cost control
• Effective project execution
• Appropriate levels of capital allocation and returning value to shareholders

“Our operations are performing well and are expected to deliver a solid performance for the full financial year. Project execution is on track and is well positioned to benefit from the stronger PGM prices,” Dunne concluded.

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387
Memory Johnstone: +27 82 719 3081

Northam bondholders are advised of the following interest payments due on Monday, 24 February 2020:

Johannesburg
19 February 2020

Debt Sponsor
One Capital

Johannesburg, Monday 10 February 2020.  Northam has advised shareholders today that it expects to achieve a record operating profit for the six months ended 31 December 2019.  The results are underpinned by a solid operating performance at all the group’s operations, combined with a higher basket price received. The group achieved record production from own operations amounting to 306 738 4E oz, representing a 19.6% increase from H1 F2019. Sales volumes increased by 11.9% to 329 760 4E oz.

Financial highlights

* Used to determine the basic and headline earnings per share, calculated as 509 781 212 shares in issue less 159 905 453 shares held by Zambezi Platinum (RF) Limited (Zambezi). Zambezi is Northam’s major empowerment shareholder and Zambezi’s financial results are consolidated into the group’s financial results.

The group expects normalised headline earnings (defined as the group’s headline earnings adjusted for the impact of Northam’s black economic empowerment transaction), which constitutes the group’s main measure of performance, to be in excess of R1.8 billion (H1 F2019: R553.3 million), representing an increase in excess of 240% from H1 F2019.

During the period under review, Northam returned value to shareholders by acquiring 32.5 million Zambezi preference shares (representing 20.3% of all Zambezi preference shares in issue) for R2.4 billion. Northam now holds 22.9% of all Zambezi preference shares in issue, whilst maintaining a net debt to EBITDA ratio of 1 to 1.

The financial information contained in this announcement has not been reviewed or reported on by Northam’s auditors. The condensed reviewed interim results for the six months ended 31 December 2019 are expected to be published on or about 28 February 2020.

Johannesburg
10 February 2020

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Northam bondholders are advised of the following interest payments due on Monday, 27 January 2020:

Johannesburg
22 January 2020

Debt Sponsor
One Capital