Announcements 2020

Partial capital redemption – NHM002, NHM006, NHM007, NHM009, NHM011, AND NHM014

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.


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:

Bond Code: NHM002
ISIN: ZAG000129024
Reduction in the nominal amount of the relevant Notes: R173 600 000.00
Remaining nominal amount of the relevant Notes in issue: R1 400 000.00
   
Bond Code: NHM006
ISIN: ZAG000158577
Reduction in the nominal amount of the relevant Notes: R97 700 000.00
Remaining nominal amount of the relevant Notes in issue: R123 392 998.00
   
Bond Code: NHM007
ISIN: ZAG000158593
Reduction in the nominal amount of the relevant Notes: R100 000 000.00
Remaining nominal amount of the relevant Notes in issue: R141 185 996.00
   
Bond Code: NHM009
ISIN: ZAG000158866
Reduction in the nominal amount of the relevant Notes: R100 000 000.00
Remaining nominal amount of the relevant Notes in issue: R150 000 000.00
   
Bond Code: NHM011
ISIN: ZAG000159237
Reduction in the nominal amount of the relevant Notes: R50 000 000.00
Remaining nominal amount of the relevant Notes in issue: R173 000 000.00
   
Bond Code: NHM014
ISIN: ZAG000163650
Reduction in the nominal amount of the relevant Notes: R400 000 000.00
Remaining nominal amount of the relevant Notes in issue: R2 220 000 000.00

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.

Northam completes a R2.65 billion restructuring of its Domestic Medium Term Note Programme, including R411 million of new funding

Northam shareholders and noteholders are referred to the announcement published by Northam on SENS on 11 May 2020 pertaining to a R2.166 billion restructuring of Northam’s R10 billion Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (“Programme”), comprising a c.R1.885 billion note switch into longer term maturities and c.R281 million of new funding.


Northam shareholders and noteholders are referred to the announcement published by Northam on SENS on 11 May 2020 pertaining to a R2.166 billion restructuring of Northam’s R10 billion Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (“Programme”), comprising a c.R1.885 billion note switch into longer term maturities and c.R281 million of new funding.

Northam is pleased to announce that it has reached agreement with additional noteholders to participate in a note switch to extend the maturity dates of certain domestic medium term notes (“Notes”) with an aggregate nominal amount of R350 million, through the purchase and cancellation of such Notes and the simultaneous issue of new Notes with longer term maturities, for the same nominal amount and to the same noteholders (“Additional Note Switch”). Upon implementation, this will result in a total Note switch of c.R2.235 billion. Furthermore, certain noteholders will provide new funding by subscribing for additional new Notes with an aggregate nominal amount of R130 million (“Additional New Funding”), resulting in a total of c.R411 million of new funding raised during this process.

The Additional Note Switch and the accompanying Additional New Funding completes the restructuring of the maturities and fund raising which Northam set out to achieve in order to preserve its medium term liquidity in the current global economic climate following the onset of the COVID-19 pandemic.

The Notes to be purchased and cancelled as part of the Additional Note Switch are issued under bond code series NHM009 (R50 million) and NHM014 (R300 million). The new Notes to be issued as part of the Additional Note Switch and Additional New Funding will be placed as a new tranche under each of the NHM016 (R130 million) and NHM018 (R350 million) series and will be issued on the same terms applicable to such series. The NHM016 and NHM018 series have a maturity date of 11 May 2025 and 25 May 2023, respectively, and a floating interest rate of 3 month ZAR-JIBAR plus 4.25% and 3.75%, respectively, with interest payable quarterly.

The following table summarises the impact of the total Note switch and the total new funding on the maturity profile of the Notes under the Programme, in respect of Northam’s financial years ending 30 June. Values represent the change in the nominal amount of Note maturities for each financial year.

Change in maturity value in each financial year 2020
R’m
2021
R’m
2022
R’m
2023
R’m
2024
R’m
2025
R’m
Total
R’m
Total Note switch:
Notes purchased and cancelled
(35) (c.795) (c.1 405) - - - (c.2 235)
Total Note switch: Notes issued - c.495 - c.921 250 c.569 c.2 235
Total new funding: Notes issued - - - 100 200 c.111 c.411
Net change in the nominal amount of maturities (35) (c.300) (c.1 405) c.1 021 450 680 c.411

Further information pertaining to the Additional Note Switch and the Additional New Funding will be announced upon implementation.

Paul Dunne, Northam’s Chief Executive Officer said “Northam is pleased to have successfully completed its R2.65 billion restructuring of its DMTN Programme. This will assist significantly in preserving and strengthening Northam’s liquidity position during the ongoing COVID-19 pandemic. Northam is also pleased to have attracted more than R400 million of additional new long-term funding during the lockdown period. We believe the company is well placed to weather the ongoing COVID-19 challenges and we remain appreciative of the support of our investors.”

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
Cliffe Dekker Hofmeyr Inc.

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

Listing of new financial instruments – NHM018 AND NHM019

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 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:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR5 525 748 994.00 including this issue
Instrument Code NHM018
Nominal Amount: ZAR671 300 000.00
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum, being 8.117% on the first Interest Rate Determination Date (3 Month ZAR-JIBAR as at 20 May 2020 of 4.367% plus 375 bps)
Interest Rate Determination Date(s): 25 August, 25 November, 25 February, and 25 May (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 20 May 2020
Coupon Rate Indicator: Floating
Issue Date: 25 May 2020
Interest Commencement Date:
Maturity Date:
Final Redemption Amount:
25 May 2020
25 May 2023
100% of Nominal Amount
Last Day to Register: By 17h00 on 14 August, 14 November, 14 February, and 14 May of each year until the Maturity Date or if such day is not a Business Day, the Business Day before each Books Closed Period
Books Close Period: 15 August to 24 August, 15 November to 24 November, 15 February to 24 February and 15 May to 24 May of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Interest Payment Date(s): 25 August, 25 November, 25 February, and 25 May of each year until the Maturity Date, or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
ISIN: ZAG000168097
Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) contains additional terms and conditions to the Terms and Conditions as contained in the Programme, (“Additional Terms and Conditions”)
Summary of additional terms and conditions: The Additional Terms and Conditions pertain to the applicable guarantee and the amendment of Condition 16.1 (Senior Notes) by including additional Events of Default in terms of Condition 16.1.1.9 (Other) of the Terms and Conditions. Investors should refer to Appendix “A” of the APS for full details of the Additional Terms and Conditions, available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1284-applicable-pricing-supplement-nhm018.

The details pertaining to NHM019 are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR5 525 748 994.00 including this issue
Instrument Code NHM019
Nominal Amount: ZAR450 000 000.00
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 400 bps per annum, being 8.367% on the first Interest Rate Determination Date (3 Month ZAR-JIBAR as at 20 May 2020 of 4.367% plus 400 bps)
Interest Rate Determination Date(s): 25 August, 25 November, 25 February, and 25 May (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 20 May 2020
Coupon Rate Indicator: Floating
Issue Date: 25 May 2020
Interest Commencement Date:
Maturity Date:
Final Redemption Amount:
25 May 2020
25 May 2024
100% of Nominal Amount
   
Last Day to Register: By 17h00 on 14 August, 14 November, 14 February, and 14 May of each year until the Maturity Date or if such day is not a Business Day, the Business Day before each Books Closed Period
Books Close Period: 15 August to 24 August, 15 November to 24 November, 15 February to 24 February and 15 May to 24 May of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Interest Payment Date(s): 25 August, 25 November, 25 February, and 25 May of each year until the Maturity Date, or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
ISIN: ZAG000168105
Business Day Convention: Following Business Day
Other: The APS contains Additional Terms and Conditions
Summary of additional terms and conditions: The Additional Terms and Conditions pertain to the applicable guarantee and the amendment of Condition 16.1 (Senior Notes) by including additional Events of Default in terms of Condition 16.1.1.9 (Other) of the Terms and Conditions. Investors should refer to Appendix “A” of the APS for full details of the Additional Terms and Conditions, available on Northam’s website:
https://www.northam.co.za/downloads/send/96-files/1285-applicable-pricing-supplement-nhm019.

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.

Interest payments notification – NHM010 AND NHM011

Northam bondholders are advised of the following interest payments due on Monday, 25 May 2020:


Northam bondholders are advised of the following interest payments due on Monday, 25 May 2020:

Bond Code: NHM010
ISIN: ZAG000159229
Coupon: 8.942% per annum
Interest Period: 24 February 2020 to 24 May 2020
Interest Amount Due: R 334 406.30
Payment Date: 25 May 2020
Date Convention: Following Business Day
   
Bond Code: NHM011
ISIN: ZAG000159237
Coupon: 10.292% per annum
Interest Period: 24 February 2020 to 24 May 2020
Interest Amount Due: R 5 722 070.03
Payment Date: 25 May 2020
Date Convention: Following Business Day

Johannesburg
20 May 2020

Debt Sponsor
One Capital

Interest payment notification – NHM014

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


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

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 9.05%
Interest Period: 20 February 2020 to 19 May 2020
Interest Amount Due: R 58 465 479.45
Payment Date: 20 May 2020
Date Convention: Following Business Day

Johannesburg
15 May 2020

Debt Sponsor
One Capital

Partial capital redemption – NHM013

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 NHM013 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R494.9 million (the “Purchased Notes”), on 13 May 2020.


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 NHM013 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R494.9 million (the “Purchased Notes”), on 13 May 2020.

Details pertaining to the Purchased Notes:

Bond Code: NHM013
ISIN: ZAG000162181
Reduction in the nominal amount of the relevant Notes: R494 900 000.00
Remaining nominal amount of the relevant Notes: R5 100 000.00

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 13 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
14 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.

Listing of new financial instrument – NHM017

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 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:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR5 325 748 994.00 including this issue
Instrument Code: NHM017
Nominal Amount: ZAR494 900 000.00
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 240 bps, being 6.942% on the first Interest rate Determination Date (3 Month ZAR-JIBAR as at 8 May 2020 of 4.542% plus 240 bps)
Interest Rate Determination Date(s):       26 August 2020 and 26 November 2020 (or the first Business Day of each Interest Period), with the first Interest Rate Determination Date being 8 May 2020
Coupon Rate Indicator: Floating
Issue Date: 13 May 2020
Interest Commencement Date: 13 May 2020
Maturity Date: 26 February 2021
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 August 2020, 15 November 2020 and 15 February 2021 or if such day is not a Business Day, the Business Day before each Books Closed Period
Books Closed Period: From 16 August 2020 to 25 August 2020, 16 November 2020 to 25 November 2020 and 16 February 2021 to 25 February 2021 (all dates inclusive) or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Interest Payment Date(s): 26 August 2020, 26 November 2020 and 26 February 2021 or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
ISIN: ZAG000167891
Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) contains additional terms and conditions to the Terms and Conditions as contained in the Programme (“Additional Terms and Conditions”)
Summary of Additional Terms and Conditions: The Additional Terms and Conditions pertain to the applicable guarantee and the amendment of Condition 16.1 (Senior Notes) by including additional Events of Default in terms of Condition 16.1.1.9 (Other) of the Terms and Conditions. Investors should refer to Appendix “A” of the APS for full details of the Additional Terms and Conditions, available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1282-applicable-pricing-supplement-nhm017

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.

Partial capital redemption – NHM006, NHM007, NHM010, NHM011 AND NHM012

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 NHM006, NHM007, NHM010, NHM011 and NHM012 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R469.3 million (the “Purchased Notes”), with effect from 11 May 2020.


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 NHM006, NHM007, NHM010, NHM011 and NHM012 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R469.3 million (the “Purchased Notes”), with effect from 11 May 2020.

Details pertaining to the Purchased Notes:

Bond Code: NHM006
ISIN: ZAG000158577
Reduction in the nominal amount of the relevant Notes: R28 907 002.00
Remaining nominal amount of the relevant Notes in issue: R221 092 998.00
   
Bond Code: NHM007
ISIN: ZAG000158593
Reduction in the nominal amount of the relevant Notes: R58 814 004.00
Remaining nominal amount of the relevant Notes in issue: R241 185 996.00
   
Bond Code: NHM010
ISIN: ZAG000159229
Reduction in the nominal amount of the relevant Notes: R35 000 000.00
Remaining nominal amount of the relevant Notes in issue: R15 000 000.00
   
Bond Code: NHM011
ISIN: ZAG000159237
Reduction in the nominal amount of the relevant Notes: R277 000 000.00
Remaining nominal amount of the relevant Notes in issue: R223 000 000.00
Bond Code: NHM012
ISIN: ZAG000160136
Reduction in the nominal amount of the relevant Notes: R69 530 000.00
Remaining nominal amount of the relevant Notes in issue: R30 470 000.00

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, with effect from 11 May 2020.

Northam noteholders are referred to the announcement published by the Company on SENS today, 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 Purchase Notes pertains to the Note Switch.

Johannesburg
11 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
Cliffe Decker Hofmeyr Inc.

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

Northam restructures DMTN programme, accesses new funding

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.


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

R2.166 Billion restructuring of Northam's domestic medium term note programme, including new funding

Northam is pleased to announce that it has reached an agreement with certain holders of domestic medium term notes (“Notes”) (“Noteholders”) under Northam’s R10 billion Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (“Programme”), to extend the maturity dates of certain Notes with an aggregate nominal amount of c.R1.885 billion through the purchase and cancellation of such Notes and the simultaneous issue of new Notes with longer term maturities, for the same nominal amount and to the same Noteholders (“Note Switch”). Furthermore, certain Noteholders will invest additional capital and subscribe for additional new Notes with an aggregate nominal amount of c.R281 million (“New Funding”).


Northam is pleased to announce that it has reached an agreement with certain holders of domestic medium term notes (“Notes”) (“Noteholders”) under Northam’s R10 billion Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (“Programme”), to extend the maturity dates of certain Notes with an aggregate nominal amount of c.R1.885 billion through the purchase and cancellation of such Notes and the simultaneous issue of new Notes with longer term maturities, for the same nominal amount and to the same Noteholders (“Note Switch”). Furthermore, certain Noteholders will invest additional capital and subscribe for additional new Notes with an aggregate nominal amount of c.R281 million (“New Funding”).

The Note Switch will preserve the group’s liquidity in the short to medium term by extending the maturity dates of certain Notes, whilst the New Funding will provide additional liquidity and further strengthen the group’s balance sheet over the short to medium term. The Note Switch will not increase the total nominal amount of Notes in issue under the Programme whilst the New Funding will increase the total nominal amount of Notes in issue under the Programme by c.R281 million, from R5.245 billion to c.R5.526 billion.

The Notes to be purchased and cancelled as part of the Note Switch were issued under bond code series NHM002, NHM006, NHM007, NHM009, NHM010, NM011, NHM012, NHM013 and NHM014 and mature in Northam’s financial years ending 30 June 2020, 2021 and 2022. The new Notes to be issued as part of the Note Switch and New Funding (collectively, the “New Notes”) will mature over a nine month (c.R495 million), three year (c.R671 million), four year (R450 million) and five year (R550 million) term from the date of issue. 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% above the 3 month ZAR-JIBAR per annum, respectively. Interest on the New Notes will be payable quarterly.

Following implementation of the Note Switch, the remaining maturities under the Programme pertaining to the rest of the calendar year 2020 (“CY 20”) will reduce from R550 million to c.R20 million. Northam is pleased that the large reduction in CY 20 maturities significantly reduces capital outflow during the current national lockdown and related operational constraints as a result of the COVID-19 pandemic. Furthermore, Northam has attracted an additional c.R281 million of long-term funding during this period. The net effect for CY 20 is a c.R811 million increase in liquidity derived from the Note Switch and New Funding.

The following table summarises the impact of the Note Switch and New Funding on the maturity profile of Notes in issue, in respect of Northam’s financial years ending 30 June. Values represent the change in the nominal amount of maturities of Notes for each financial year.

Change in maturity value in each financial year 2020
R’m
2021
R’m
2022
R’m
2023
R’m
2024
R’m
2025
R’m
Total
R’m
Note Switch:
Notes purchased and cancelled
(35) (c.795) (c.1 055) - - - (c.1 885)
Note Switch: Notes issued - c.495 - c.671 250 c.469 c.1 885
New Funding: Notes issued - - - - 200 c.81 c.281
Net change in the nominal amount of maturities (35) (c.300) (c.1 055) c.671 450 550 c.281

Northam shareholders are referred to the announcement published by Northam on SENS on 8 May 2020 pertaining to the listing of the NHM016 Note with a nominal amount of R550 million. c.R469 million of this amount pertains to the Note Switch and c.R81 million pertains to the New Funding. Accordingly, Notes with a nominal amount of c.R469 million will be purchased and cancelled by Northam on 11 May 2020, being the date of issue of the NHM016 Note.

Further information pertaining to the Note Switch will be announced as and when the Note Switch is implemented through the purchase of issued Notes and the issue of New Notes.

Paul Dunne, Northam’s Chief Executive Officer said “Northam remains appreciative of the support and confidence it continues to receive from investors in the 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.”

Johannesburg
11 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
Cliffe Dekker Hofmeyr Inc.

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