Announcements 2020
- 14 Dec 2020
Renewal of cautionary announcement
Northam shareholders (“shareholders”) are referred to the cautionary announcement published on SENS on Monday, 2 November 2020, wherein shareholders were advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) had entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership (“potential transaction”).
Northam shareholders (“shareholders”) are referred to the cautionary announcement published on SENS on Monday, 2 November 2020, wherein shareholders were advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) had entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership (“potential transaction”).
Shareholders are advised that discussions between Northam and Zambezi Platinum regarding the potential transaction are ongoing and if successfully concluded, the potential transaction may have a material effect on the price of Northam’s securities. Accordingly, shareholders are advised to continue exercising caution when dealing in Northam’s securities until a further announcement is published.
Johannesburg
14 December 2020
Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital
Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.
- 11 Dec 2020
Availability of the Broad-Based Black Economic Empowerment annual compliance report
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
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
- 09 Dec 2020
Interest payments notification – NHM012 AND NHM015
Northam bondholders are advised of the following interest payments due on Monday, 14 December 2020:
Northam bondholders are advised of the following interest payments due on Monday, 14 December 2020:
Bond Code: | NHM012 |
ISIN: | ZAG000160136 |
Coupon: | 7.125% |
Interest Period: | 14 September 2020 to 13 December 2020 |
Interest Amount Due: | R9 282 775.99 |
Payment Date: | 14 December 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM015 |
ISIN: | ZAG000164922 |
Coupon: | 6.675% |
Interest Period: | 14 September 2020 to 13 December 2020 |
Interest Amount Due: | R8 320 890.41 |
Payment Date: | 14 December 2020 |
Date Convention: | Following Business Day |
Johannesburg
9 December 2020
Debt Sponsor
One Capital
- 08 Dec 2020
Northam increases its holding of Zambezi preference shares to above 80% by acquiring an additional R1.6 billion of Zambezi preference shares
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”).
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
- 27 Nov 2020
Results of Annual General Meeting and changes to the Board of Directors
Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 27 November 2020 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Tuesday, 18 August 2020 (“notice”), save for ordinary resolution number 1.2, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.
Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 27 November 2020 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Tuesday, 18 August 2020 (“notice”), save for ordinary resolution number 1.2, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.
CHANGES TO THE BOARD OF DIRECTORS
Shareholders are referred to the cautionary announcement published on SENS on Monday, 2 November 2020, wherein shareholders were advised, inter alia, that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership (“potential transaction”).
Shareholders are advised that, in anticipation of the successful conclusion of the potential transaction, Mr KB Mosehla has proactively informed shareholders at the AGM of his notice to the board of directors of Northam (“board”) to retire as chairperson of the board and as a director of Northam (“director”) with effect from the earlier of (i) the date upon which all approvals have been obtained in respect of the possible transaction or (ii) 30 June 2021, which will allow the company to implement a well-planned and well-structured transition insofar as the future composition of the board is concerned, to be accompanied by an orderly hand over of the duties of the chairperson to his successor. The process of appointment of a new chairperson will be initiated by the board, without the participation of directors who hold interests in Zambezi Platinum, and shall be overseen by the lead independent director, Mr David Brown.
As detailed below, shareholders have not re-elected Mr CK Chabedi as a director. In the circumstances, Mr CK Chabedi has retired from office as a director in accordance with clause 33.5.1 as read with clauses 33.5.6 and 33.5.8 of Northam’s memorandum of incorporation with effect from the conclusion of the AGM. Furthermore, as detailed below, more than 25% of the votes cast on ordinary resolutions 4.1 and 4.2 were against the non-binding endorsement of the group’s remuneration policy and the non-binding endorsement of the group’s remuneration implementation report. Management will engage with shareholders as required.
As published on SENS on Monday, 2 November 2020, Mr R Havenstein has retired as a member of the board, with effect from the conclusion of the AGM, and Mr GT Lewis has been appointed as an independent non‑executive director with effect from Tuesday, 1 December 2020.
Paul Dunne, Northam’s Chief Executive Officer commented “Northam appreciates Mr Havenstein’s valuable contribution of 17 years’ service to the company and wishes him well in his future endeavours. We welcome Mr Lewis and look forward to working with him again.”
RESULTS OF ANNUAL GENERAL MEETING
The total number of Northam shares eligible to vote at the AGM was 509 781 212.
All resolutions proposed at the AGM, together with the number and percentage of shares voted, the percentage of shares abstained, as well as the percentage of votes carried for and against each resolution, are as follows:
Ordinary resolution number 1.1 – re-election of Mr KB Mosehla as a director
Shares voted | For | Against | Abstained |
425 490 099 | 89.39% | 10.61% | 2.71% |
83.47% |
Ordinary resolution number 1.2 – re-election of Mr CK Chabedi as a director
Shares voted | For | Against | Abstained |
438 975 595 | 49.97% | 50.03% | 0.07% |
86.11% |
Ordinary resolution number 1.3 – re-election of Ms HH Hickey as a director
Shares voted | For | Against | Abstained |
438 975 595 | 99.20% | 0.80% | 0.07% |
86.11% |
Ordinary resolution number 1.4 – re-election of Mr TI Mvusi as a director
Shares voted | For | Against | Abstained |
438 981 775 | 99.45% | 0.55% | 0.07% |
86.11% |
Ordinary resolution number 2 – re-appointment of Ernst & Young Inc. (with the designated external audit partner being Mr Ebrahim Dhorat) as the independent external auditors of the Northam group
Shares voted | For | Against | Abstained |
439 122 351 | 80.11% | 19.89% | 0.04% |
86.14% |
Ordinary resolution number 3.1 – re-election of Ms HH Hickey as a member of the audit and risk committee
Shares voted | For | Against | Abstained |
438 975 595 | 99.41% | 0.59% | 0.07% |
86.11% |
Ordinary resolution number 3.2 – re-election of Mr DH Brown as a member of the audit and risk committee
Shares voted | For | Against | Abstained |
438 975 595 | 99.67% | 0.33% | 0.07% |
86.11% |
Ordinary resolution number 3.3 – re-election of Dr NY Jekwa as a member of the audit and risk committee
Shares voted | For | Against | Abstained |
438 975 595 | 99.75% | 0.25% | 0.07% |
86.11% |
Ordinary resolution number 3.4 – re-election of Mr JJ Nel as a member of the audit and risk committee
Shares voted | For | Against | Abstained |
438 975 595 | 99.78% | 0.22% | 0.07% |
86.11% |
Ordinary resolution number 4.1 – non-binding endorsement of the group’s remuneration policy
Shares voted | For | Against | Abstained |
439 122 351 | 72.93% | 27.07% | 0.04% |
86.14% |
Ordinary resolution number 4.2 – non-binding endorsement of the group’s remuneration implementation report
Shares voted | For | Against | Abstained |
439 085 813 | 72.96% | 27.04% | 0.05% |
86.13% |
Special resolution number 1 – approval of non-executive directors’ fees for the year ending 30 June 2021
Shares voted | For | Against | Abstained |
439 122 351 | 98.68% | 1.32% | 0.04% |
86.14% |
Special resolution number 2 – approval of financial assistance in terms of section 45 of the Companies Act, No. 71 of 2008
Shares voted | For | Against | Abstained |
439 122 351 | 98.66% | 1.34% | 0.04% |
86.14% |
Special resolution number 3 – approval for general authority to repurchase issued shares
Shares voted | For | Against | Abstained |
439 106 678 | 98.09% | 1.91% | 0.04% |
86.14% |
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital of Northam.
- Percentage of shares voted for and against are calculated in relation to the total number of shares voted in respect of each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of Northam.
Johannesburg
27 November 2020
Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital
Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.
- 25 Nov 2020
New R1.33 billion domestic medium term note placement and extension to the maturity of R492.1 million of domestic medium term notes under the R15 billion domestic medium term note programme
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%.
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.
- 24 Nov 2020
Listing of tap issuances – NHM011, NHM014, NHM016, NHM018 AND NHM019
The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM011, NHM014, NHM016, NHM018 and NHM019, 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 JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM011, NHM014, NHM016, NHM018 and NHM019, 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 tap issuance of the NHM011 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this tap issue and the tap issuances under series NHM014, NHM016, NHM018 and NHM019 and the issue of NHM020 Notes, all issuing on 25 November 2020) |
Instrument Code | NHM011 |
Tranche Number: | 2 |
Nominal Amount: | ZAR345 000 000.00 |
Issue Price: | 100.01941% |
Interest Rate: | 3 Month ZAR-JIBAR plus 375 bps per annum |
Interest Rate Determination Date(s): | 24 May, 24 August, 24 November and 24 February of each year (or the first Business Day of each Interest Period) until the Maturity Date |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 24 November 2020 |
Maturity Date: | 24 May 2022 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 13 May, 13 August, 13 November and 13 February 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 Closed Period: | 14 May to 23 May, 14 August to 23 August, 14 November to 23 November and 14 February to 23 February of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): | 24 May, 24 August, 24 November and 24 February 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 |
International Securities Identification Numbering (ISIN): | ZAG000159237 |
Business Day Convention: | Following Business Day |
Other: | The applicable pricing supplement (“APS”) does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1326-applicable-pricing-supplement-nhm011-tap-issue |
Summary of Additional Terms and Conditions: | Not applicable |
The details pertaining to the tap issuance of the NHM014 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this tap issue and the tap issuances under series NHM011, NHM016, NHM018 and NHM019 and the issue of NHM020 Notes, all issuing on 25 November 2020) |
Instrument Code | NHM014 |
Tranche Number: | 3 |
Nominal Amount: | ZAR10 000 000.00 |
Issue Price: | 100.07990% |
Interest Rate: | 3 Month ZAR-JIBAR plus 250 bps per annum |
Interest Rate Determination Date(s): | 20 February 2021, 20 May 2021 and 20 August 2021 (or the first Business Day of each Interest Period) |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 20 November 2020 |
Maturity Date: | 20 November 2021 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 9 February 2021, 9 May 2021, 9 August 2021 and 9 November 2021 or if such day is not a Business Day, the Business Day before each Books Closed Period |
Books Closed Period: | 10 February 2021 to 19 February 2021, 10 May 2021 to 19 May 2021, 10 August 2021 to 19 August 2021 and 10 November 2021 to 19 November 2021 (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): | 20 February 2021, 20 May 2021, 20 August 2021 and 20 November 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 |
International Securities Identification Numbering (ISIN): | ZAG000163650 |
Business Day Convention: | Following Business Day |
Other: | The APS does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1327-applicable-pricing-supplement-nhm014-tap-issue |
Summary of Additional Terms and Conditions: | Not applicable |
The details pertaining to the tap issuance of the NHM016 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this tap issue and the tap issuances under series NHM011, NHM014, NHM018 and NHM019 and the issue of NHM020 Notes, all issuing on 25 November 2020) |
Instrument Code | NHM016 |
Tranche Number: | 4 |
Nominal Amount: | ZAR200 000 000.00 |
Issue Price: | 100.29085% |
Interest Rate: | 3 Month ZAR-JIBAR plus 425 bps per annum |
Interest Rate Determination Date(s): | 11 August, 11 November, 11 February and 11 May (or the first Business Day of each Interest Period) of each year until the Maturity Date |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 11 November 2020 |
Maturity Date: | 11 May 2025 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 31 July, 31 October, 31 January and 30 April 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 Closed Period: | 1 August to 10 August, 1 November to 10 November, 1 February to 10 February and 1 May to 10 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 |
Floating Interest Payment Date(s): | 11 August, 11 November, 11 February and 11 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 |
International Securities Identification Numbering (ISIN): | ZAG000167750 |
Business Day Convention: | Following Business Day |
Other: | The APS does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1328-applicable-pricing-supplement-nhm016-tap-issue |
Summary of Additional Terms and Conditions: | Not applicable |
The details pertaining to the tap issuance of the NHM018 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this tap issue and the tap issuances under series NHM011, NHM014, NHM016 and NHM019 and the issue of NHM020 Notes, all issuing on 25 November 2020) |
Instrument Code | NHM018 |
Tranche Number: | 3 |
Nominal Amount: | ZAR253 000 000.00 |
Issue Price: | 100% |
Interest Rate: | 3 Month ZAR-JIBAR plus 375 bps per annum |
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 |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 25 November 2020 |
Maturity Date: | 25 May 2023 |
Final Redemption Amount: | 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 Closed 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 |
Floating 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 |
International Securities Identification Numbering (ISIN): | ZAG000168097 |
Business Day Convention: | Following Business Day |
Other: | The APS does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1329-applicable-pricing-supplement-nhm018-tap-issue |
Summary of the Additional Terms and Conditions: | Not applicable |
The details pertaining to the tap issuance of the NHM019 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this tap issue and the tap issuances under series NHM011, NHM014, NHM016 and NHM018 and the issue of NHM020 Notes, all issuing on 25 November 2020) |
Instrument Code | NHM019 |
Tranche Number: | 2 |
Nominal Amount: | ZAR390 000 000.00 |
Issue Price: | 100% |
Interest Rate: | 3 Month ZAR-JIBAR plus 400 bps per annum |
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 |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 25 November 2020 |
Maturity Date: | 25 May 2024 |
Final Redemption Amount: | 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 Closed 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 |
Floating 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 |
International Securities Identification Numbering (ISIN): | ZAG000168105 |
Business Day Convention: | Following Business Day |
Other: | The APS does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1330-applicable-pricing-supplement-nhm019-tap-issue |
Additional Terms and Conditions: | Not applicable |
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.
- 24 Nov 2020
Listing of new financial instrument – NHM020
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 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:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR7 131 615 839.00 (inclusive of this issue and the tap issuances under series NHM011, NHM014, NHM016, NHM018 and NHM019, all issuing on 25 November 2020) |
Instrument Code | NHM020 |
Nominal Amount: | ZAR132 000 000.00 |
Issue Price: | 100% |
Interest Rate: | 3 Month ZAR-JIBAR plus 375 bps per annum |
Interest Rate Determination Date(s): | 25 February, 25 May, 25 August and 25 November (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 November 2020 |
Coupon Rate Indicator: | Floating |
Issue Date: | 25 November 2020 |
Interest Commencement Date: | 25 November 2020 |
Maturity Date: | 25 November 2023 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 14 February, 14 May, 14 August and 14 November 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 Closed Period: | 15 February to 24 February, 15 May to 24 May, 15 August to 24 August and 15 November to 24 November of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): | 25 February, 25 May, 25 August and 25 November 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 |
International Securities Identification Numbering (ISIN): | ZAG000172594 |
Business Day Convention: | Following Business Day |
Other: | The applicable pricing supplement (“APS”) does not contain additional terms and conditions to the terms and conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1331-applicable-pricing-supplement-nhm020-tap-issue |
Additional Terms and Conditions: | Not applicable |
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.
- 23 Nov 2020
Interest payment notification – NHM017
Northam bondholders are advised of the following interest payment due on Thursday, 26 November 2020:
Northam bondholders are advised of the following interest payment due on Thursday, 26 November 2020:
Bond Code: | NHM017 |
ISIN No: | ZAG000167891 |
Coupon: | 5.842% |
Interest Period: | 26 August 2020 to 25 November 2020 |
Interest Amount Due: | R41 230.12 |
Payment Date: | 26 November 2020 |
Date Convention: | Following Business Day |
Johannesburg
23 November 2020
Debt Sponsor
One Capital
- 20 Nov 2020
Interest payment notification – NHM018 AND NHM019
Northam bondholders are advised of the following interest payments due on Wednesday, 25 November 2020.
Northam bondholders are advised of the following interest payments due on Wednesday, 25 November 2020:
Bond Code: | NHM018 |
ISIN: | ZAG000168097 |
Coupon: | 7.192% |
Interest Period: | 25 August 2020 to 24 November 2020 |
Interest Amount Due: | R18 513 902.55 |
Payment Date: | 25 November 2020 |
Date Convention: |
Following Business Day |
Bond Code: | NHM019 |
ISIN: | ZAG000168105 |
Coupon: | 7.442% |
Interest Period: | 25 August 2020 to 24 November 2020 |
Interest Amount Due: | R8 441 063.01 |
Payment Date: | 25 November 2020 |
Date Convention: |
Following Business Day |
Johannesburg
20 November 2020
Debt Sponsor
One Capital
- 20 Nov 2020
Notice of an acquisition of a beneficial interest in Northam securities
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”).
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
20 November 2020
Sponsor
One Capital
- 19 Nov 2020
Interest payment notification – NHM011
Northam bondholders are advised of the following interest payment due on Tuesday, 24 November 2020:
Northam bondholders are advised of the following interest payment due on Tuesday, 24 November 2020:
Bond Code: | NHM011 |
ISIN: | ZAG000159237 |
Coupon: | 7.192% |
Interest Period: | 24 August 2020 to 23 November 2020 |
Interest Amount Due: | R3 136 106.08 |
Payment Date: | 24 November 2020 |
Date Convention: |
Following Business Day |
Johannesburg
19 November 2020
Debt Sponsor
One Capital
- 17 Nov 2020
Interest payment notification – NHM014
Northam bondholders are advised of the following interest payment due on Friday, 20 November 2020:
Northam bondholders are advised of the following interest payment due on Friday, 20 November 2020:
Bond Code: | NHM014 |
ISIN No: | ZAG000163650 |
Coupon: | 5.942% |
Interest Period: | 20 August 2020 to 19 November 2020 |
Interest Amount Due: | R28 756 024.11 |
Payment Date: | 20 November 2020 |
Date Convention: | Following Business Day |
Johannesburg
17 November 2020
Debt Sponsor
One Capital
- 13 Nov 2020
Amendment to the programme memorandum and increase in the programme amount to R15 billion in respect of Northam’s Domestic Medium Term note programme
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”).
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.
- 09 Nov 2020
Interest payment notification – NHM002
Northam bondholders are advised of the following interest payment due on Thursday, 12 November 2020.
Northam bondholders are advised of the following interest payment due on Thursday, 12 November 2020:
Bond Code: | NHM002 |
ISIN: | ZAG000129024 |
Coupon: | 13.5% per annum |
Interest Period: | 12 May 2020 to 11 November 2020 |
Interest Amount Due: | R94 500.00 |
Payment Date: | 12 November 2020 |
Date Convention: | Modified Following Business Day |
Johannesburg
9 November 2020
Debt Sponsor
One Capital
- 06 Nov 2020
Interest payment notification – NHM016
Northam bondholders are advised of the following interest payment due on Wednesday, 11 November 2020:
Northam bondholders are advised of the following interest payment due on Wednesday, 11 November 2020:
Bond Code: | NHM016 |
ISIN: | ZAG000167750 |
Coupon: | 7.75% |
Interest Period: | 11 August 2020 to 10 November 2020 |
Interest Amount Due: | R16 525 324.95 |
Payment Date: | 11 November 2020 |
Date Convention: | Following Business Day |
Johannesburg
6 November 2020
Debt Sponsor
One Capital
- 02 Nov 2020
Cautionary announcement
Northam shareholders are advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership. If the transaction is successfully concluded it may have a material effect on the price of Northam’s securities.
Northam shareholders are advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership. If the transaction is successfully concluded it may have a material effect on the price of Northam’s securities.
Accordingly, Northam shareholders are advised to exercise caution when dealing in Northam’s securities, until a further announcement is published.
Paul Dunne, Northam’s Chief Executive Officer said “the significant value created for all Northam shareholders from our empowerment transaction with Zambezi Platinum, as well as Northam’s current ownership of 70% of all Zambezi Platinum preference shares and the inherent share buy-back implied by this holding, provides a unique opportunity to unlock permanent value for our shareholders, whilst maintaining Northam’s broad-based black economic empowerment ownership. Northam has taken the initiative to enter into pro-active discussions with Zambezi Platinum with a view to secure a successful and sustainable outcome.”
Johannesburg
2 November 2020
Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital
Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.
- 02 Nov 2020
Board changes - independent non-executive directors
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.
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
- 29 Oct 2020
Dealing in securities
Northam shareholders (“shareholders”) are advised that the company has made awards in accordance with the terms of the Northam Share Incentive Plan (“SIP”). These include the award of conditional shares relating to Northam’s BEE transaction (“BEE SIP Awards”). This award is in accordance with the allocation limits set out in the SIP.
Northam shareholders (“shareholders”) are advised that the company has made awards in accordance with the terms of the Northam Share Incentive Plan (“SIP”). These include the award of conditional shares relating to Northam’s BEE transaction (“BEE SIP Awards”). This award is in accordance with the allocation limits set out in the SIP.
Accordingly, in compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“JSE Listings Requirements”), shareholders are hereby advised of the following acceptance of BEE SIP Awards by a director of the company:
Designation of director | Chief Financial Officer |
Name of director | Aletta Helena Coetzee |
Date of award acceptance | 28 October 2020 |
Class of securities | Awards in terms of the SIP |
Total number of shares covered by the awards | 350 000 BEE SIP Awards with performance conditions |
Vesting | 100% of the BEE SIP Awards on achievement of the performance conditions by 18 May 2025 |
Vesting date | 30 business days after the date on which the performance conditions are achieved |
Strike price | R nil |
Value of transaction | - |
Nature and extent of director’s interest | Direct beneficial |
Transaction completed on market | No |
Clearance obtained in terms of paragraph 3.66 of the JSE Listings Requirements | Yes |
Johannesburg
29 October 2020
Sponsor and Debt Sponsor
One Capital
- 29 Oct 2020
Listing of tap issue – NHM012
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 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:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 801 615 839.00 including this issue |
Instrument Code | NHM012 |
Tranche Number: | 2 |
Nominal Amount: | ZAR492 100 000.00 |
Issue Price: | 100.897945% |
Interest Rate: | 3 Month ZAR-JIBAR plus 375 bps per annum |
Interest Rate Determination Date(s): | 13 June, 13 September, 13 December and 13 March of each year (or the first Business Day of each Interest Period) until the Maturity Date |
Coupon Rate Indicator: | Floating |
Issue Date: | 30 October 2020 |
Interest Commencement Date: | 14 September 2020 |
Maturity Date: | 13 June 2022 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 2 June, 2 September, 2 December and 2 March 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 Closed Period: | 3 June to 12 June, 3 September to 12 September, 3 December to 12 December and 3 March to 12 March of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): | 13 June, 13 September, 13 December and 13 March 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 |
International Securities Identification Numbering (ISIN): | ZAG000160136 |
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 (“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/145-2020/1322-applicable-pricing-supplement-nhm012-tranche-2 |
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.
- 29 Oct 2020
Appointment of debt officer
Noteholders are hereby advised that in compliance with paragraph 6.39(a), read with paragraph 7.3(g) of the JSE Debt Listings Requirements, Ms Aletta Helena Coetzee, Northam’s Chief Financial Officer, has been appointed as Northam’s debt officer (“Debt Officer”) with immediate effect.
Noteholders are hereby advised that in compliance with paragraph 6.39(a), read with paragraph 7.3(g) of the JSE Debt Listings Requirements, Ms Aletta Helena Coetzee, Northam’s Chief Financial Officer, has been appointed as Northam’s debt officer (“Debt Officer”) with immediate effect.
The board of directors of the company has considered and satisfied itself with the competence, qualifications and experience of Ms Coetzee in relation to her appointment as Debt Officer.
The contact details of the Debt Officer are as follows:
- Telephone: +27 11 759 6000
- Email: Alet.Coetzee@norplats.co.za
Johannesburg
29 October 2020
Debt Sponsor
One Capital
- 28 Oct 2020
Partial capital redemption – NHM017
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.
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.
Bond Code: | NHM017 |
---|---|
ISIN: | ZAG000167891 |
Reduction in the nominal amount: | R492 100 000.00 |
Remaining nominal amount in issue: | R2 800 000.00 |
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.
- 21 Oct 2020
Interest payment notification – NHM009
Northam bondholders are advised of the following interest payment due on Monday, 26 October 2020:
Northam bondholders are advised of the following interest payment due on Monday, 26 October 2020:
Bond Code: | NHM009 |
ISIN No: | ZAG000158866 |
Coupon: | 7.508% |
Interest Period: | 27 July 2020 to 25 October 2020 |
Interest Amount Due: | R1 871 857.53 |
Payment Date: | 26 October 2020 |
Date Convention: | Following Business Day |
Johannesburg
21 October 2020
Debt Sponsor
One Capital
- 15 Oct 2020
Northam increases its Zambezi preference share holding to approximately 70% by acquiring R3.5 billion of Zambezi preference shares
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 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.
- 13 Oct 2020
Interest payments notification – NHM006 AND NHM007
Northam bondholders are advised of the following interest payments due on Friday, 16 October 2020:
Northam bondholders are advised of the following interest payments due on Friday, 16 October 2020:
Bond Code: | NHM006 |
ISIN No: | ZAG000158577 |
Coupon: | 7.1% |
Interest Period: | 16 July 2020 to 15 October 2020 |
Interest Amount Due: | R2 208 227.57 |
Payment Date: | 16 October 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM007 |
ISIN No: | ZAG000158593 |
Coupon: | 7.6% |
Interest Period: | 16 July 2020 to 15 October 2020 |
Interest Amount Due: | R2 704 582.15 |
Payment Date: | 16 October 2020 |
Date Convention: | Following Business Day |
Johannesburg
13 October 2020
Debt Sponsor
One Capital
- 08 Oct 2020
Upgrade to Northam’s long term and short term credit rating, with a stable outlook
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 .
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
- 02 Oct 2020
Release of annual financial statements of the guarantor
Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2020 and the auditor’s unqualified audit report thereon, are available for inspection, during office hours, at the registered office of the company.
Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2020 and the auditor’s unqualified audit report thereon, are available for inspection, during office hours, at the registered office of the company.
Johannesburg
2 October 2020
Debt Sponsor
One Capital
- 14 Sep 2020
Notice of an acquisition of a beneficial interest in Northam securities
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”).
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
- 09 Sep 2020
Interest payments notification – NHM012 AND NHM015
Northam bondholders are advised of the following interest payments due on Monday, 14 September 2020:
Northam bondholders are advised of the following interest payments due on Monday, 14 September 2020:
Bond Code: | NHM012 |
ISIN: | ZAG000160136 |
Coupon: | 7.692% |
Interest Period: | 15 June 2020 to 13 September 2020 |
Interest Amount Due: | R584 332.79 |
Payment Date: | 14 September 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM015 |
ISIN: | ZAG000164922 |
Coupon: | 7.242% |
Interest Period: | 15 June 2020 to 13 September 2020 |
Interest Amount Due: | R9 027 698.63 |
Payment Date: | 14 September 2020 |
Date Convention: | Following Business Day |
Johannesburg
9 September 2020
Debt Sponsor
One Capital
- 04 Sep 2020
Listing of tap issue – NHM016
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 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:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 806 715 839.00 including this issue |
Instrument Code: | NHM016 |
Tranche Number: | 3 |
Nominal Amount: | ZAR165 966 845.00 |
Issue Price: | 100.573288% |
Interest Rate: | 3 Month ZAR-JIBAR plus 425 bps per annum |
Interest Rate Determination Date(s): | 11 August, 11 November, 11 February, and 11 May (or the first Business Day of each Interest Period) of each year until the Maturity Date |
Coupon Rate Indicator: | Floating |
Issue Date: | 7 September 2020 |
Interest Commencement Date: Maturity Date: Final Redemption Amount: |
11 August 2020 11 May 2025 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 31 July, 31 October, 31 January and 30 April 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 Closed Period: | 1 August to 10 August, 1 November to 10 November, 1 February to 10 February and 1 May to 10 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 |
Floating Interest Payment Date(s): | 11 August, 11 November, 11 February, and 11 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: | ZAG000167750 |
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/1319-applicable-pricing-supplement-nhm016-04-september-2020 |
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.
- 04 Sep 2020
Interest payment notification – NHM013
Northam bondholders are advised of the following interest payment due on Wednesday, 9 September 2020:
Northam bondholders are advised of the following interest payment due on Wednesday, 9 September 2020:
Bond Code: | NHM013 |
ISIN: | ZAG000162181 |
Coupon: | 6.342% |
Interest Period: | 9 June 2020 to 8 September 2020 |
Interest Amount Due: | R81 525.11 |
Payment Date: | 9 September 2020 |
Date Convention: | Following Business Day |
Johannesburg
4 September 2020
Debt Sponsor
One Capital
- 28 Aug 2020
Another record year for Northam
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.
…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;
Marion Brower +27 71 493 0387; Taryn van Olden 079 527 6882- 28 Aug 2020
Abridged audited group annual results for the year ended 30 June 2020 and notice of Annual General Meeting
Despite the challenges of the COVID-19 pandemic, this has been a record year for Northam. The company has commenced the fourth strategic phase by returning meaningful value to Northam shareholders (“shareholders”) and remains committed to returning further value going forward.
Key features:
- Record revenue of R17.8 billion
- Record operating profit of R5.3 billion
- Record EBITDA of R6.0 billion
- Record normalised headline earnings of R3.4 billion equating to 676.3 cents per share, up 150.4%
- Record profit after tax of R2.2 billion
- Return of shareholder value, through 46.7% Zambezi preference share ownership
- Net debt of R3.3 billion
Financial results
Despite the challenges of the COVID-19 pandemic, this has been a record year for Northam. The company has commenced the fourth strategic phase by returning meaningful value to Northam shareholders (“shareholders”) and remains committed to returning further value going forward.
The group achieved record sales revenue, record operating profit and record earnings before interest, taxation, depreciation and amortisation (“EBITDA”) for the year. These record outcomes were achieved notwithstanding the impact of mine and production stoppages, which occurred as a result of the COVID-19 induced lockdown. Prior and up to the commencement of the lockdown period, the group was on track to achieve record production from own operations during the year ended 30 June 2020 (“F2020”).
Sales revenue increased by 67.3% to R17.8 billion (F2019: R10.6 billion) for the year. This increase is attributable to a 60.8% rise in the 4E basket price to USD1 764/oz (F2019: USD1 097/oz) and a 10.9% weaker ZAR/USD exchange rate realised.
Despite logistical hurdles associated with the COVID-19 pandemic, including border closures that made the distribution of refined metal challenging, the group maintained robust refined metal sales of 560 238 4E oz. This highlights the strong relationships that Northam has developed and maintained with its industrial customer base over many years.
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.
The group continues to deliver on its strategy of developing low-cost, long-life assets which are positioning the group for further strong financial performance even in subdued or potentially volatile commodity markets. The benefit of Northam’s growth strategy, initiated in 2015, is evidenced by some of the key financial highlights listed below:
Highlights
30 June 2020 |
30 June 2019 |
Variance |
|
Sales revenue | R17.8 billion |
R10.6 billion |
67.3 |
Operating profit | R5.3 billion |
R2.4 billion |
120.0 |
Operating profit margin | 29.8% |
22.6% |
31.9 |
Normalised headline earnings | R3.4 billion |
R1.4 billion |
150.4 |
Earnings per share | 620.0 cents |
17.2 cents |
>1000.0 |
Headline earnings per share | 619.5 cents |
15.8 cents |
>1000.0 |
Normalised headline earnings per share | 676.3 cents |
270.1 cents |
150.4 |
EBITDA | R6.0 billion |
R2.6 billion |
128.3 |
EBITDA margin | 33.8% |
24.8% |
36.3 |
Capital expenditure | R2.4 billion |
R2.9 billion |
(17.2) |
Dividends and other means of returning value to shareholders
There are a number of ways that value can be returned to shareholders. This includes cash dividends, but also includes share buy-backs or the purchase of the Zambezi Platinum (RF) Limited (“Zambezi”) preference shares.
During the year under review, Northam returned value to shareholders by acquiring 49 364 435 Zambezi preference shares for R3.7 billion. Subsequent to year end an additional 21 134 297 preference shares were acquired for R1.7 billion. Northam now holds 46.7% of the total issued number of Zambezi preference shares.
The board has therefore resolved not to declare a dividend for the financial year ended 30 June 2020 (F2019: RNil).
NOTICE OF ANNUAL GENERAL MEETING
The annual general meeting (“AGM”) of shareholders will be held on Friday, 27 November 2020 at 10:00 to transact the business as stated in the notice of AGM and abridged annual report 2020 (“notice and abridged annual report 2020”).
In light of the COVID-19 pandemic, the AGM will be held entirely by way of electronic participation. Shareholders are encouraged to read the notice and abridged annual report 2020 for information on how to attend electronically, participate in and vote at the AGM.
Shareholders are advised that the notice and abridged annual report 2020, containing the summarised audited annual financial statements for the year ended 30 June 2020, will be distributed to shareholders today, 28 August 2020.
The annual integrated report 2020, the complete consolidated audited annual financial statements which incorporates the external auditors’ report in which Ernst & Young Inc. expressed an unmodified audit opinion and the notice and abridged annual report 2020 are available on the company’s website at https://www.northam.co.za/investors-and-media/publications/annual-reports or can be obtained from the company’s registered office on request.
The salient dates for the AGM are as follows:
2020 |
|
Record date to determine which shareholders are entitled to receive the notice and abridged annual report 2020, on | Friday, 21 August |
Distribution of the notice and abridged annual report 2020 to shareholders, on | Friday, 28 August |
Last date to trade in order to be recorded in the register to be able to electronically attend, participate in and vote at the AGM, on | Tuesday, 10 November |
Record date to determine which shareholders are entitled to electronically attend, participate in and vote at the AGM, on | Friday, 13 November |
For administration purposes, forms of proxy to be lodged by 10:00, on * | Thursday, 26 November |
AGM to be held at 10:00, on | Friday, 27 November |
Results of AGM published on SENS, on | Friday, 27 November |
* Any forms of proxy not lodged by this date and time must be submitted to the chairman of the AGM before the start of the AGM, electronically, as set out in the notice and abridged annual report 2020, before the appointed proxy may exercise any rights of the shareholder at the AGM.
This short-form announcement is the responsibility of the directors and is only a summary of the information contained in the full results announcement and does not contain full or complete details.
Any investment decision should be based on the full results announcement accessible via the JSE link at https://senspdf.jse.co.za/documents/2020/JSE/ISSE/NHM/AFS_2020.pdf and also available on Northam’s website at https://www.northam.co.za/investors-and-media/publications/annual-reports.
The consolidated audited annual financial statements, from which the full results announcement has been extracted, have been audited by Ernst & Young Inc., who expressed an unmodified opinion thereon. The key audit matters contained in the auditor’s report are addressed on page 12 of the consolidated audited annual financial statements, which is available on Northam’s website at https://www.northam.co.za/investors-and-media/publications/annual-reports.
The full results announcement and the consolidated audited annual financial statements, incorporating the auditors’ report, are also available at our registered office and at the office of our sponsor for inspection, at no charge, during office hours.
On behalf of the board at Johannesburg on 18 August 2020.
KB Mosehla PA Dunne
Chairman Chief executive
DIRECTORS | |
KB Mosehla | (non-executive chairman) |
R Havenstein | (lead independent non-executive director) |
PA Dunne * | (chief executive officer) |
AH Coetzee | (chief financial officer) |
DH Brown | (independent non-executive director) |
CK Chabedi | (non-executive director) |
HH Hickey | (independent non-executive director) |
NY Jekwa | (independent non-executive director) |
MH Jonas | (independent non-executive director) |
TE Kgosi | (non-executive director) |
TI Mvusi | (independent non-executive director) |
JJ Nel | (independent non-executive director) |
JG Smithies * | (independent non-executive director) |
* British
Registered office
Building 4, 1st Floor, Maxwell Office Park
Magwa Crescent West
Waterfall City
Jukskei View, 2090
South Africa
PO Box 412694
Craighall, 2024
South Africa
Telephone +27 11 759 6000
www.northam.co.za
Company secretary
PB Beale
Building 4, 1st Floor, Maxwell Office Park
Magwa Crescent West
Waterfall City
Jukskei View, 2090
South Africa
P O Box 412694
Craighall, 2024
South Africa
e-mail: trish.beale@norplats.co.za
Transfer secretaries
Computershare Investor Services Proprietary
Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
South Africa
Private Bag X9000
Saxonwold, 2132
South Africa
Corporate advisor, sponsor and debt sponsor
One Capital
17 Fricker Road
Illovo, 2196
Johannesburg
South Africa
PO Box 784573
Sandton, 2146
South Africa
Johannesburg
28 August 2020
- 21 Aug 2020
Interest payment notification – NHM017
Northam bondholders are advised of the following interest payment due on Wednesday, 26 August 2020:
Northam bondholders are advised of the following interest payment due on Wednesday, 26 August 2020:
Bond Code: | NHM017 |
ISIN: | ZAG000167891 |
Coupon: | 6.942% |
Interest Period: | 13 May 2020 to 25 August 2020 |
Interest Amount Due: | R9 883 220.79 |
Payment Date: | 26 August 2020 |
Date Convention: | Following Business Day |
Johannesburg
21 August 2020
Debt Sponsor
One Capital
- 20 Aug 2020
Interest payment notification – NHM018 AND NHM019
Northam bondholders are advised of the following interest payments due on Tuesday, 25 August 2020:
Northam bondholders are advised of the following interest payments due on Tuesday, 25 August 2020:
Bond Code: | NHM018 |
ISIN: | ZAG000168097 |
Coupon: | 8.117% |
Interest Period: | 25 May 2020 to 24 August 2020 |
Interest Amount Due: | R20 895 070.50 |
Payment Date: | 25 August 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM019 |
ISIN: | ZAG000168105 |
Coupon: | 8.367% |
Interest Period: | 25 May 2020 to 24 August 2020 |
Interest Amount Due: | R9 490 241.10 |
Payment Date: | 25 August 2020 |
Date Convention: | Following Business Day |
Johannesburg
20 August 2020
Debt Sponsor
One Capital
- 19 Aug 2020
Interest payment notification – NHM011
Northam bondholders are advised of the following interest payment due on Monday, 24 August 2020:
Northam bondholders are advised of the following interest payment due on Monday, 24 August 2020:
Bond Code: | NHM011 |
ISIN: | ZAG000159237 |
Coupon: | 7.808% per annum |
Interest Period: | 25 May 2020 to 23 August 2020 |
Interest Amount Due: | R3 367 708,05 |
Payment Date: | 24 August 2020 |
Date Convention: | Following Business Day |
Johannesburg
19 August 2020
Debt Sponsor
One Capital
- 18 Aug 2020
Media release: Northam acquires additional Zambezi pref shares
Northam has announced the acquisition of an additional 9 635 664 Zambezi preference shares for a total cash consideration of approximately R804.6 million. This latest transaction brings Northam’s total holding of Zambezi preference shares to 74 729 551, representing 46.7% of the Zambezi shares in issue.
Holding increases to 46.7% of Zambezi shares in issue
Johannesburg, Tuesday 18 August 2020. Northam has announced the acquisition of an additional 9 635 664 Zambezi preference shares for a total cash consideration of approximately R804.6 million. This latest transaction brings Northam’s total holding of Zambezi preference shares to 74 729 551, representing 46.7% of the Zambezi shares in issue.
The face value of the Northam owned prefs as at 17 August 2020, calculated at the initial issue price of the Zambezi preference shares plus accumulated preference share dividends, amounts to approximately R5.96 billion.
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 held by Zambezi, then the redemption of the Zambezi preference shares held by Northam 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.
Johannesburg
18 August 2020
Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387
- 18 Aug 2020
SENS: Acquisition of R804.6 million of Zambezi preference shares
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 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.
- 17 Aug 2020
Interest payment notification – NHM014
Northam bondholders are advised of the following interest payment due on Thursday, 20 August 2020:
Northam bondholders are advised of the following interest payment due on Thursday, 20 August 2020:
Bond Code: | NHM014 |
ISIN No: | ZAG000163650 |
Coupon: | 6.867% |
Interest Period: | 20 May 2020 to 19 August 2020 |
Interest Amount Due: | R33 232 517,26 |
Payment Date: | 20 August 2020 |
Date Convention: | Following Business Day |
Johannesburg
17 August 2020
Debt Sponsor
One Capital
- 12 Aug 2020
Media release: Northam publishes trading statement and update
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
….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
F2020 | F2019 | |
Basic earnings per share | 562.78 – 622.02 cents | 17.2 cents |
Headline earnings per share | 562.40 – 621.60 cents | 15.8 cents |
Normalised headline earnings per share | 624.53- 690.27 cents | 270.1 cents |
Number of shares in issue including treasury shares | 509 781 212 | 509 781 212 |
Weighted average number of shares* | 349 875 759 | 349 875 759 |
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
- 12 Aug 2020
SENS: Trading statement and trading update
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period will differ by at least 20% from the financial results of the previous corresponding period.
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period will differ by at least 20% from the financial results of the previous corresponding period.
Northam expects to achieve a record operating profit for the year ended 30 June 2020 (“F2020”), underpinned by a solid performance at all operations and higher prices realised for our basket of metals. This is despite significant production losses associated with the national lockdown (“Lockdown”) and phased restart of mining activities following the onset of the COVID-19 pandemic in South Africa.
The group achieved production from own operations of 515 370 4E oz, representing a marginal 0.9% decrease from the year ended 30 June 2019 (“F2019”) (F2019: 519 954 4E oz). Purchased material increased by 212.9% to 72 443 4E oz (F2019: 23 154 4E oz). Sales volumes amounted to 582 686 4E oz, which included ore sales (F2019: 583 069 4E oz.), whilst total revenue per platinum ounce sold increased by 78.8% to R53 009/Pt oz (F2019: R29 640/Pt oz), resulting in a cash margin per platinum ounce in excess of 40%.
The group achieved record sales revenue, record operating profit and record earnings before interest, tax, depreciation and amortisation (“EBITDA”) for the year. These record outcomes were achieved notwithstanding the impact of mine and production stoppages which occurred as a result of the COVID-19 induced Lockdown. Prior and up to the commencement of the Lockdown period, the group was on track to achieve record production from own operations during F2020.
F2020 Financial Highlights
F2020 | F2019 | |
Basic earnings per share | 562.78 – 622.02 cents | 17.2 cents |
Headline earnings per share | 562.40 – 621.60 cents | 15.8 cents |
Normalised headline earnings per share | 624.53- 690.27 cents | 270.1 cents |
Number of shares in issue including treasury shares | 509 781 212 | 509 781 212 |
Weighted average number of shares* | 349 875 759 | 349 875 759 |
* 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.
However, the Lockdown resulting from COVID-19 and consequential production stoppages have been disruptive, and Northam’s proactive and positive response measures minimised the impact on production to an equivalent estimated loss of 108 685 4E oz. Northam would like to extend its sincere appreciation to management and our employees, in restarting the operations in a safe and effective manner and 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, whilst Zondereinde mine was operating at 80% capacity. Normalised production is expected to resume at Zondereinde by the second half of the current financial year ending 30 June 2021 (“F2021”) with a corresponding reduction to our F2021 production estimate.
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 our 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.
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.
Despite significant logistical hurdles associated with COVID-19, including border closures that made the distribution of refined metal challenging, the group maintained robust refined metal sales of 560 238 4E oz. This highlights the strong relationships that we have developed and maintained with our industrial customer base over many years.
Group unit costs were negatively impacted by lower production levels, as operating costs continued close to pre-Lockdown levels. This was largely attributable to our decision to maintain payment of salaries and ancillary benefits to all of our employees during the Lockdown period and phased restart, notwithstanding the lost production and the phased restart’s negative impact on productivity.
In light of this, and as part of our COVID-19 response measures, 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 to significantly extend maturity dates of notes in issue, to raise some additional debt funding and to generally smooth the maturity profile of the various note series (“Note Switch”). 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.
In addition to direct production and revenue losses associated with COVID-19, the group incurred once-off costs directly related to the COVID-19 pandemic and the Lockdown period of R977.2 million (the bulk of which relates to employee costs).
Total group capital expenditure reduced year on year to R2.4 billion as a result of capital intensive programs at Booysendal mine either having been completed or nearing completion and thus tapering down in terms of total annual expenditure. R2.0 billion was incurred on expansionary capital expenditure and R382.2 million on sustaining capital expenditure. A decision to temporarily scale back on specific growth projects in the interest of liquidity preservation was made after the onset of COVID-19 and the concomitant Lockdown period. However, 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 and the group envisages no lasting effects in this regard.
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. Despite the effect of the COVID-19 pandemic, Northam achieved record financial results for the year and generated significant free cash. Our forecasted production growth, together with favourable rand denominated metal prices, are expected to further support and enhance free cash flow generation over the medium-term.
Our strategy of returning value to shareholders remains unchanged and can be implemented through the payment of dividends, a share buyback or a purchase of Zambezi preference shares. We believe that, to date, the most efficient mechanism to return value to Northam’s shareholders has been through the purchase of Zambezi preference shares.
The acquisition of the Zambezi preference shares reduces the preference share dividend expense and liability included in the consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, in the event that Zambezi elects to redeem the Zambezi preference shares through a distribution of Northam ordinary 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.
To this end, Northam has continued to purchase Zambezi preference shares and held 53 595 254 preference shares at 30 June 2020, representing c.33.5% of all Zambezi preference shares in issue. Subsequent to the financial year end, Northam acquired an additional 11 498 633 Zambezi preference shares and currently holds 65 093 887 preference shares, representing c. 40.7% of all Zambezi preference shares in issue. Purchases to date have returned R4.8 billion of value to Northam shareholders, R4.6 billion of which was returned post F2019. 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 as at 30 June 2020. The average premium (expressed as a percentage to face value, being the capital amount and all accrued preference share dividends, calculated until the date of each acquisition) paid on these purchases has been less than 2.2%.
Northam’s purchases of Zambezi preference shares to date has reduced the preference share dividend expense in the consolidated financial statements for F2020 by R299.7 million. The full positive impact on the income statement arising from some of these purchases will only accrue in F2021 and this, combined with the compounding effect of dividends accruing on Zambezi preference shares, is expected to contribute positively towards reducing the preference share dividend expense in future.
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.
In summary, whilst F2020 has been a challenging year in the face of the global COVID-19 pandemic and its wide-ranging knock-on effects, the company has performed well. Northam has efficiently managed the impact of the COVID-19 pandemic and has not wavered from its strategy of pursuing production growth and asset diversification. We have delivered a meaningful return of value to our shareholders and look forward to continuing to do more over the coming year.
The financial information contained in this announcement has not been reviewed or reported on by Northam’s auditors. The audited results for the year ended 30 June 2020 are expected to be published on or about 28 August 2020.
Johannesburg
12 August 2020
Sponsor and Debt Sponsor
One Capital
- 05 Aug 2020
Interest payment notification – NHM016
Northam bondholders are advised of the following interest payment due on Tuesday, 11 August 2020:
Northam bondholders are advised of the following interest payment due on Tuesday, 11 August 2020:
Bond Code: | NHM016 |
ISIN: | ZAG000167750 |
Coupon: | 8.792% |
Interest Period: | 11 May 2020 to 10 August 2020 |
Interest Amount Due: | R15 069 247,12 |
Payment Date: | 11 August 2020 |
Date Convention: | Following Business Day |
Johannesburg
5 August 2020
Debt Sponsor
One Capital
- 22 Jul 2020
Interest payment notification – NHM009
Northam bondholders are advised of the following interest payment due on Monday, 27 July 2020.
Northam bondholders are advised of the following interest payment due on Monday, 27 July 2020:
Bond Code: | NHM009 |
ISIN No: | ZAG000158866 |
Coupon: | 8.342% |
Interest Period: | 28 April 2020 to 26 July 2020 |
Interest Amount Due: | R2 056 931,51 |
Payment Date: | 27 July 2020 |
Date Convention: | Following Business Day |
Johannesburg
22 July 2020
Debt Sponsor
One Capital
- 21 Jul 2020
Record-breaking pilot hole successfully completed at Zondereinde’s western extension
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.
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
- 13 Jul 2020
Interest payments notification – NHM006 AND NHM007
Northam bondholders are advised of the following interest payments due on Thursday, 16 July 2020:
Northam bondholders are advised of the following interest payments due on Thursday, 16 July 2020:
Bond Code: | NHM006 |
ISIN No: | ZAG000158577 |
Coupon: | 7.85% |
Interest Period: | 16 April 2020 to 15 July 2020 |
Interest Amount Due: | R2 414 953.10 |
Payment Date: | 16 July 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM007 |
ISIN No: | ZAG000158593 |
Coupon: | 8.35% |
Interest Period: | 16 April 2020 to 15 July 2020 |
Interest Amount Due: | R2 939 182.99 |
Payment Date: | 16 July 2020 |
Date Convention: | Following Business Day |
Johannesburg
13 July 2020
Debt Sponsor
One Capital
- 02 Jul 2020
Acquisition of R959.7 million of Zambezi preference shares
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 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.
- 29 Jun 2020
Dealings in securities
Northam shareholders (“shareholders”) are advised that on an annual basis the company awards conditional shares (as defined in the rules of the Northam Share Incentive Plan, 2011 (“SIP”)), a portion of which are not subject to performance conditions (“retention shares”) and the balance of which are subject to both operation and market performance conditions (“performance shares”), to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”). In the ordinary course, awards are made in November of each year.
Northam shareholders (“shareholders”) are advised that on an annual basis the company awards conditional shares (as defined in the rules of the Northam Share Incentive Plan, 2011 (“SIP”)), a portion of which are not subject to performance conditions (“retention shares”) and the balance of which are subject to both operation and market performance conditions (“performance shares”), to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”). In the ordinary course, awards are made in November of each year.
Northam was in a prohibited period (as defined in the JSE Limited Listings Requirements and the JSE Debt Listings Requirements (collectively, the “Listings Requirements”)), pursuant to, inter alia, the cautionary announcement published on the Stock Exchange News Service operated by the JSE Limited (“SENS”) on 2 November 2020 and the subsequent renewals thereof published on SENS on 14 December 2020, 28 January 2021 and 11 March 2021, and therefore the granting of the awards for F2021 (“F2021 awards”) was delayed, in accordance with the SIP rules.
Since the publication of the announcement on SENS on 23 March 2021, whereby the cautionary announcement was withdrawn, Northam is no longer in a prohibited period and accordingly the F2021 awards have been granted.
In accordance with the Listings Requirements, shareholders are advised of the following acceptances of the F2021 awards by directors of the company, a director of a major subsidiary of the company and Northam’s company secretary:
Name of director: | Dr Noluyolo Yoza Jekwa |
Name of associate: | Miss Ela Jekwa |
Relationship with director: | Daughter |
Nature of the transaction: | Purchase of ordinary shares |
Nature and extent of director’s interest | Direct beneficial |
Class of shares | Ordinary shares |
Date of transaction | 25 June 2020 |
Price per ordinary share | R113.79 per ordinary share |
Total number of ordinary shares | 175 |
Value of transaction | R19 913.25 |
Transactions completed | On market |
Clearance obtained in terms of paragraph 3.66 of the Listings Requirements | Yes |
Johannesburg
06 April 2021
Sponsor and Debt Sponsor
One Capital
- 10 Jun 2020
Interest payments notification – NHM012 and NHM015
Northam bondholders are advised of the following interest payments due on Monday, 15 June 2020:
Northam bondholders are advised of the following interest payments due on Monday, 15 June 2020:
Bond Code: | NHM012 |
ISIN: | ZAG000160136 |
Coupon: | 10.125% |
Interest Period: | 13 March 2020 to 14 June 2020 |
Interest Amount Due: | R 794 515.68 |
Payment Date: | 15 June 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM015 |
ISIN: | ZAG000164922 |
Coupon: | 9.675% |
Interest Period: | 13 March 2020 to 14 June 2020 |
Interest Amount Due: | R 12 458 219.18 |
Payment Date: | 15 June 2020 |
Date Convention: | Following Business Day |
Johannesburg
10 June 2020
Debt Sponsor
One Capital
- 08 Jun 2020
Partial capital redemption – NHM009 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 NHM009 and NHM014 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R350 million (the “Purchased Notes”), on 8 June 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 NHM009 and NHM014 (the “Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R350 million (the “Purchased Notes”), on 8 June 2020.
Bond Code: | NHM009 |
ISIN: | ZAG000158866 |
Reduction in the nominal amount of the relevant Notes: | R50 000 000.00 |
Remaining nominal amount of the relevant Notes in issue: | R100 000 000.00 |
Bond Code: | NHM014 |
ISIN: | ZAG000163650 |
Reduction in the nominal amount of the relevant Notes: | R300 000 000.00 |
Remaining nominal amount of the relevant Notes in issue: | R1 920 000 000.00 |
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 8 June 2020.
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 purchase and cancellation of the Purchased Notes pertains to the Note Switch.
Johannesburg
8 June 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.
- 05 Jun 2020
Listing of tap issues – NHM016 AND NHM018
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 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:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 640 748 994.00 including this issue of Notes and the issue of notes under NHM018 on the same Issue Date |
Instrument Code: | NHM016 |
Tranche Number: | 2 |
Nominal Amount: | ZAR130 000 000.00 |
Issue Price: | 100.674455% |
Interest Rate: | 3 Month ZAR-JIBAR plus 425 bps per annum, being 8.792% on the first Interest Rate Determination Date (3 Month ZAR-JIBAR as at 6 May 2020 of 4.542% plus 425 bps) |
Interest Rate Determination Date(s): | 11 August, 11 November, 11 February, and 11 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 6 May 2020 |
Coupon Rate Indicator: | Floating |
Issue Date: | 8 June 2020 |
Interest Commencement Date: Maturity Date: Final Redemption Amount: |
11 May 2020 11 May 2025 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 31 July, 31 October, 31 January and 30 April 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: | 1 August to 10 August, 1 November to 10 November, 1 February to 10 February and 1 May to 10 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): | 11 August, 11 November, 11 February, and 11 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: | ZAG000167750 |
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/145-2020/1288-applicable-pricing-supplement-nhm016-tap-issue |
The details pertaining to the tap issue of NHM018 series are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 640 748 994.00 including this issue of Notes and the issue of notes under NHM016 on the same Issue Date |
Instrument Code: | NHM018 |
Tranche Number: | 2 |
Nominal Amount: | ZAR350 000 000.00 |
Issue Price: | 100.311337% |
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: | 8 June 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 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/145-2020/1289-applicable-pricing-supplement-nhm018-tap-issue |
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
Bowman Gilfillan Inc.- 04 Jun 2020
Interest payment notification – NHM013
Northam bondholders are advised of the following interest payment due on Tuesday, 9 June 2020:
Northam bondholders are advised of the following interest payment due on Tuesday, 9 June 2020:
Bond Code: | NHM013 |
ISIN: | ZAG000162181 |
Coupon: | 8.875% |
Interest Period: | 9 March 2020 to 8 June 2020 |
Interest Amount Due: | R 114 086.30 |
Payment Date: | 9 June 2020 |
Date Convention: | Following Business Day |
Johannesburg
4 June 2020
Debt Sponsor
One Capital
- 25 May 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.
- 25 May 2020
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.
- 22 May 2020
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.
- 20 May 2020
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
- 15 May 2020
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
- 14 May 2020
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.
- 12 May 2020
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.
- 11 May 2020
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.
- 11 May 2020
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
- 11 May 2020
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.
- 08 May 2020
Listing of new financial instrument – NHM016
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 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:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 325 748 994.00 including this issue |
Instrument Code: | NHM016 |
Nominal Amount: | ZAR550 000 000.00 |
Issue Price: | 100% |
Interest Rate: | 3 Month ZAR-JIBAR plus 425 bps, being 8.792% on the first Interest Rate Determination Date (3 Month ZAR-JIBAR as at 6 May 2020 of 4.542% plus 425 bps) |
Interest Rate Determination Date(s): | 11 August, 11 November, 11 February, and 11 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 6 May 2020 |
Coupon Rate Indicator: | Floating |
Issue Date: | 11 May 2020 |
Interest Commencement Date: | 11 May 2020 |
Maturity Date: | 11 May 2025 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 31 July, 31 October, 31 January and 30 April 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 Closed Period: | From 01 August to 10 August, 01 November to 10 November, 01 February to 10 February and 01 May to 10 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): | 11 August, 11 November, 11 February, and 11 May of each year until the Maturity Date |
ISIN: | ZAG000167750 |
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/1281-applicable-pricing-supplement-nhm016 |
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.
- 06 May 2020
Interest payment notification – NHM002
Northam bondholders are advised of the following interest payment due on Tuesday, 12 May 2020:
Northam bondholders are advised of the following interest payment due on Tuesday, 12 May 2020:
Bond Code: | NHM002 |
ISIN No: | ZAG000129024 |
Coupon: | 13.5% per annum |
Interest Period: | 12 November 2019 to 11 May 2020 |
Interest Amount Due: | R11 812 500.00 |
Payment Date: | 12 May 2020 |
Date Convention: | Modified Following Business Day |
6 May 2020
Debt Sponsor
One Capital
- 22 Apr 2020
Interest payments notification – NHM008 and NHM009
Northam bondholders are advised of the following interest payments due on Tuesday, 28 April 2020:
Northam bondholders are advised of the following interest payments due on Tuesday, 28 April 2020:
Bond Code: | NHM008 |
ISIN No: | ZAG000158858 |
Coupon: | 8.958% |
Interest Period: | 27 January 2020 to 27 April 2020 |
Interest Amount Due: | R4 515 813.70 |
Payment Date: | 28 April 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM009 |
ISIN No: | ZAG000158866 |
Coupon: | 10.308% |
Interest Period: | 27 January 2020 to 27 April 2020 |
Interest Amount Due: | R6 495 452.05 |
Payment Date: | 28 April 2020 |
Date Convention: | Following Business Day |
Johannesburg
22 April 2020
Debt Sponsor
One Capital
- 09 Apr 2020
Interest payments notification – NHM0006 and NHM0007
Northam bondholders are advised of the following interest payments due on Thursday, 16 April 2020:
Northam bondholders are advised of the following interest payments due on Thursday, 16 April 2020:
Bond Code: | NHM006 |
ISIN No: | ZAG000158577 |
Coupon: | 10.05% |
Interest Period: | 16 January 2020 to 15 April 2020 |
Interest Amount Due: | R6 264 041.10 |
Payment Date: | 16 April 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM007 |
ISIN No: | ZAG000158593 |
Coupon: | 10.55% |
Interest Period: | 16 January 2020 to 15 April 2020 |
Interest Amount Due: | R7 890 821.92 |
Payment Date: | 16 April 2020 |
Date Convention: | Following Business Day |
Johannesburg
9 April 2020
Debt Sponsor
One Capital
- 03 Apr 2020
Acquisition of R1.27 billion of Zambezi preference shares, fully funded through a placement of R1.27 billion of notes under the DMTN programme, and an increase in the DMTN programme amount to R10 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”).
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.
- 02 Apr 2020
Listing of tap issue (NHM014) under the increased DMTN programme
Noteholders are advised that the board of directors of Northam has approved an increase in the Programme Nominal Amount in terms of the provisions of the programme memorandum for its ZAR5 000 000 000.00 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“DMTN Programme”), from ZAR5 000 000 000.00 to ZAR10 000 000 000.00.
Noteholders are advised that the board of directors of Northam has approved an increase in the Programme Nominal Amount in terms of the provisions of the programme memorandum for its ZAR5 000 000 000.00 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“DMTN Programme”), from ZAR5 000 000 000.00 to ZAR10 000 000 000.00.
Noteholders are further advised that the JSE Limited (“JSE”) has granted approval for the listing of a tap issue of NHM014 Senior Unsecured Floating Rate Notes (“Notes”), under the DMTN Programme, as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 3 April 2020.
The details pertaining to the tap issue of NHM014 are as follows:
Instrument Type: | Senior Unsecured Floating Rate Notes |
Total Notes in Issue: | ZAR5 445 000 000.00 including this issue |
Instrument Code: | NHM014 |
Nominal Amount: | ZAR1 270 000 000.00 |
Issue Price: | 101.066164% |
Interest Rate: | 3 Month ZAR-JIBAR plus 250 bps |
Interest Rate Determination Date(s): | 20 February, 20 May, 20 August and 20 November (or the first Business Day of each Interest Period) of each year until the Maturity Date |
Coupon Rate Indicator: | Floating |
Issue Date: | 3 April 2020 |
Interest Commencement Date: | 20 February 2020 |
Maturity Date: | 20 November 2021 |
Final Redemption Amount: | 100% of Nominal Amount |
Last Day to Register: | By 17h00 on 9 February, 9 May, 9 August and 9 November of each year until the Maturity Date |
Books Closed Period: | From 10 February to 19 February, 10 May to 19 May, 10 August to 19 August and 10 November to 19 November 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): | 20 February, 20 May, 20 August and 20 November of each year until the Maturity Date |
ISIN No: | ZAG000163650 |
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 DMTN 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/1280-listing-of-tap-issue-nhm014 |
The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.
Johannesburg
2 April 2020
Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Notes
One Capital
Legal Advisors to Northam, the Arranger and the Dealer in respect of the Notes
Bowman Gilfillan Inc.
- 25 Mar 2020
Dealings in securities
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:
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:
Name of director | Khomotso Brian Mosehla |
Name of associate | Business Venture Investments No 1774 Proprietary Limited |
Nature of the transaction: | Sale of shares |
Nature and extent of director’s interest | Indirect beneficial |
Class of shares | Ordinary shares |
Date of transaction | 23 March 2020 |
Price per preference share | R55.00 per ordinary share |
Total number of ordinary shares | 64 009 |
Value of transaction | R3 520 495.00 |
Transactions completed | On market |
Clearance obtained in terms of paragraph 3.66 of the Listings Requirements | Yes |
Johannesburg
25 March 2020
Sponsor and Debt Sponsor
One Capital
- 10 Mar 2020
Interest payments notification – NHM012 and NHM015
Northam bondholders are advised of the following interest payments due on Friday, 13 March 2020:
Northam bondholders are advised of the following interest payments due on Friday, 13 March 2020:
Bond Code: | NHM012 |
ISIN No: | ZAG000160136 |
Coupon: | 10.55% |
Interest Period: | 13 December 2019 to 12 March 2020 |
Interest Amount Due: | R2 630 273.97 |
Payment Date: | 13 March 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM015 |
ISIN No: | ZAG000164922 |
Coupon: | 10.10% |
Interest Period: | 13 December 2019 to 12 March 2020 |
Interest Amount Due: | R12 590 410.96 |
Payment Date: | 13 March 2020 |
Date Convention: | Following Business Day |
Johannesburg
10 March 2020
Debt Sponsor
One Capital
- 05 Mar 2020
Northam joins SA’s blue chips in JSE Top 40 index
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.
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
- 04 Mar 2020
Interest payment notification – NHM013
Northam bondholders are advised of the following interest payment due on Monday, 9 March 2020.
Northam bondholders are advised of the following interest payment due on Monday, 9 March 2020:
Bond Code: | NHM013 |
ISIN No: | ZAG000162181 |
Coupon: | 9.2% |
Interest Period: | 9 December 2019 to 8 March 2020 |
Interest Amount Due: | R11 468 493.15 |
Payment Date: | 9 March 2020 |
Date Convention: | Following Business Day |
Johannesburg
4 March 2020
Debt Sponsor
One Capital
- 28 Feb 2020
Northam rewards shareholders as growth strategy matures
Northam Platinum released its results for the first half-year of the 2020 financial year today, Friday 28 February 2020.
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
- 28 Feb 2020
Condensed reviewed interim financial results for the six months ended 31 December 2019
Key features
Key features
Reviewed 6 months ended 31 December 2019 |
Reviewed 6 months ended 31 December 2018 |
Variance % | ||
Normalised headline earnings | R000 | 1 883 912 | 553 312 | 240.5 |
Normalised headline earnings per share | cents | 369.6 | 108.5 | 240.6 |
Sales revenue | R000 | 7 824 901 | 4 982 761 | 57.0 |
Operating profit | R000 | 2 959 543 | 1 030 780 | 187.1 |
Operating profit margin | % | 37.8 | 20.7 | 82.6 |
Profit/(loss) for the period | R000 | 1 147 600 | (63 837) | N/A* |
Total comprehensive income for the period | R000 | 1 147 636 | (55 626) | N/A* |
Headline earnings/(loss) per share | cents | 328.3 | (19.0) | N/A* |
Earnings/(loss) per share | cents | 328.0 | (18.2) | N/A* |
Cash generated from operating activities | R000 | 2 033 332 | 1 297 758 | 56.7 |
EBITDA | R000 | 3 192 549 | 1 124 540 | 183.9 |
Capital expenditure | R000 | 1 352 238 | 1 544 087 | (12.4) |
* N/A indicates a percentage change from a negative to a positive balance.
Financial results
Normalised headline earnings have been calculated taking into account the headline earnings adjusted for items relating to the 2015 Zambezi Platinum (RF) Limited black economic empowerment transaction (“BEE transaction”); these include the preference share dividends associated with the BEE financing structure as well as the loss on derecognition of the preference share liability. Stripping out the impact of the BEE transaction resulted in normalised headline earnings increasing to R1.9 billion (H1 F2019: R553.3 million), which equates to normalised earnings per share, based on the total number of 509 781 212 issued shares, of 369.6 cents (H1 F2019: 108.5 cents), being an increase of 240.6%.
Sales revenue increased by 57.0% from R5.0 billion in H1 F2019 to R7.8 billion in the period under review. The increase is attributable to an 11.9% increase in the volume of PGMs sold to 329 760 oz 4E (H1 F2019: 294 823 oz 4E), a 42.4% increase in the 4E basket price to USD1 443/oz (H1 F2019: USD1 013/oz) and a 3.7% weaker average ZAR/USD exchange rate realised of R14.72 (H1 F2019: R14.19).
A 23.1% increase in cost of sales and corresponding 57.0% increase in revenue resulted in operating profit increasing to R3.0 billion (H1 F2019: R1.0 billion), an all-time high for the group. This translates to an operating profit margin of 37.8%.
It is the first time since 2015 that the group has generated meaningful free cash flow after funding capital expenditure. This amounted to R695.8 million (H1 F2019: utilisation of R185.6 million).
It is expected that the group’s ability to generate free cash flow in the foreseeable future will be positively impacted by production growth and the continuing increase in Platinum Group Metal prices.
The board of directors of Northam (“board”) has resolved not to declare an interim dividend for the 2020 financial year (H1 F2019: R Nil per share). The board is currently of the view that the most efficient way to return value to shareholders is by way of the purchase of Zambezi Platinum (RF) Limited preference shares.
About this announcement
This short-form announcement is the responsibility of the directors of Northam, and is a summary of the information in the group’s full interim reviewed financial results announcement for the period ended 31 December 2019 and does not contain full or complete details. Any investment decisions by investors and/or shareholders should be based on the full interim reviewed financial results accessible via the JSE link at https://senspdf.jse.co.za/documents/2020/JSE/ISSE/NHM/Interim_20.pdf and available on the company’s website at https://www.northam.co.za/investors-and-media/publications/presentations/2020/send/144-2020/1273-interim-financial-results.
The full interim reviewed financial results announcement is also available for inspection at no charge at the company’s registered office and the offices of its sponsor, One Capital Sponsor Services Proprietary Limited (17 Fricker Road, Illovo), during normal business hours.
Johannesburg
28 February 2020
Sponsor and Debt Sponsor
One Capital
- 19 Feb 2020
Interest payments notification – NHM010 AND NHM011
Northam bondholders are advised of the following interest payments due on Monday, 24 February 2020:
Northam bondholders are advised of the following interest payments due on Monday, 24 February 2020:
Bond Code: | NHM010 |
ISIN No: | ZAG000159229 |
Coupon: | 9.20% |
Interest Period: | 25 November 2019 to 23 February 2020 |
Interest Amount Due: | R1 146 849.32 |
Payment Date: | 24 February 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM011 |
ISIN No: | ZAG000159237 |
Coupon: | 10.55% |
Interest Period: | 25 November 2019 to 23 February 2020 |
Interest Amount Due: | R13 151 369.86 |
Payment Date: | 24 February 2020 |
Date Convention: | Following Business Day |
Johannesburg
19 February 2020
Debt Sponsor
One Capital
- 17 Feb 2020
Interest payment notification – NHM014
Northam bondholders are advised of the following interest payment due on Thursday, 20 February 2020:
Northam bondholders are advised of the following interest payment due on Thursday, 20 February 2020:
Bond Code: | NHM014 |
ISIN No: | ZAG000163650 |
Coupon: | 9.30% |
Interest Period: | 20 November 2019 to 19 February 2020 |
Interest Amount Due: | R31 645 479.45 |
Payment Date: | 20 February 2020 |
Date Convention: | Following Business Day |
Johannesburg
17 February 2020
Debt Sponsor
One Capital
- 10 Feb 2020
Media release: Trading statement
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.
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
H1 F2020 | H1 F2019 | |
Revenue | R7.7 – R7.9 billion | R5.0 billion |
Operating profit | R2.9 – R3.1 billion | R1.0 billion |
Basic earnings/(loss) per share | 326.18 – 329.82 cents | (18.2) cents |
Headline earnings/(loss) per share | 326.40 – 330.20 cents | (19.0) cents |
Number of shares in issue | 509 781 212 | 509 781 212 |
Weighted average number of shares* | 349 875 759 | 349 875 759 |
* 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
- 10 Feb 2020
SENS: Trading statement
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period (H1 F2020) will differ by at least 20% from the financial results of the previous corresponding period (H1 F2019).
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period (H1 F2020) will differ by at least 20% from the financial results of the previous corresponding period (H1 F2019).
Northam expects to achieve a record operating profit for the six months ended 31 December 2019, underpinned by a solid operating performance at all operations and a higher basket price received. The group achieved a 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 highlightsH1 F2020 | H1 F2019 | |
Revenue | R7.7 – R7.9 billion | R5.0 billion |
Operating profit | R2.9 – R3.1 billion | R1.0 billion |
Basic earnings/(loss) per share | 326.18 – 329.82 cents | (18.2) cents |
Headline earnings/(loss) per share | 326.40 – 330.20 cents | (19.0) cents |
Number of shares in issue | 509 781 212 | 509 781 212 |
Weighted average number of shares* | 349 875 759 | 349 875 759 |
* 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
Sponsor and Debt Sponsor
One Capital
- 22 Jan 2020
Interest payments notification - NHM008 AND NHM009
Northam bondholders are advised of the following interest payments due on Monday, 27 January 2020:
Northam bondholders are advised of the following interest payments due on Monday, 27 January 2020:
Bond Code: | NHM008 |
ISIN No: | ZAG000158858 |
Coupon: | 9.183% |
Interest Period: | 28 October 2019 to 26 January 2020 |
Interest Amount Due: | R4 578 920.55 |
Payment Date: | 27 January 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM009 |
ISIN No: | ZAG000158866 |
Coupon: | 10.533% |
Interest Period: | 28 October 2019 to 26 January 2020 |
Interest Amount Due: | R6 565 089.04 |
Payment Date: | 27 January 2020 |
Date Convention: | Following Business Day |
Johannesburg
22 January 2020
Debt Sponsor
One Capital
- 13 Jan 2020
Interest payments notification – NHM006 and NHM007
Northam bondholders are advised of the following interest payments due on Thursday, 16 January 2020:
Northam bondholders are advised of the following interest payments due on Thursday, 16 January 2020:
Bond Code: | NHM006 |
ISIN No: | ZAG000158577 |
Coupon: | 10.025% |
Interest Period: | 16 October 2019 to 15 January 2020 |
Interest Amount Due: | R6 317 123.29 |
Payment Date: | 16 January 2020 |
Date Convention: | Following Business Day |
Bond Code: | NHM007 |
ISIN No: | ZAG000158593 |
Coupon: | 10.525% |
Interest Period: | 16 October 2019 to 15 January 2020 |
Interest Amount Due: | R7 958 630.14 |
Payment Date: | 16 January 2020 |
Date Convention: | Following Business Day |
Johannesburg
13 January 2020
Debt Sponsor
One Capital