Announcements 2021

Disclosure 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 (“Companies Act”), as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam shareholders are advised that the company received notification, in the prescribed form, dated 13 September 2021, from Fairtree Asset Management Proprietary Limited, on behalf of its clients (“Fairtree”), advising that it has acquired a beneficial interest in the securities of Northam, such that Fairtree now holds a beneficial interest in 5.1599% of the company’s total issued ordinary shares.


In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“Companies Act”), as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam shareholders are advised that the company received notification, in the prescribed form, dated 13 September 2021, from Fairtree Asset Management Proprietary Limited, on behalf of its clients (“Fairtree”), advising that it has acquired a beneficial interest in the securities of Northam, such that Fairtree now holds a beneficial interest in 5.1599% of the company’s total issued ordinary shares.

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

Johannesburg
16 September 2021

Sponsor
One Capital

Changes to the Northam board, the Northam holdings board and their respective board committees

In terms of the announcement published on SENS on Thursday, 5 August 2021, shareholders were advised that the Northam Scheme (as defined in the combined circular to shareholders dated Monday, 31 May 2021) is expected to be implemented on Monday, 20 September 2021, subject to change with the approval of the JSE Limited and the Takeover Regulation Panel, if required (“Northam Scheme Implementation Date”).


APPOINTMENTS TO THE NORTHAM HOLDINGS BOARD

In terms of the announcement published on SENS on Thursday, 5 August 2021, shareholders were advised that the Northam Scheme (as defined in the combined circular to shareholders dated Monday, 31 May 2021) is expected to be implemented on Monday, 20 September 2021, subject to change with the approval of the JSE Limited and the Takeover Regulation Panel, if required (“Northam Scheme Implementation Date”).

In anticipation of the implementation of the Northam Scheme, with effect from Wednesday, 15 September 2021, in addition to Mr David Brown, Mr Paul Dunne and Ms Aletta Coetzee, who are currently members of the board of directors of Northam Holdings (“Northam Holdings board”), the remaining members of the board of directors of Northam (“Northam board”) will become directors of the Northam Holdings board.

CHANGES TO THE NORTHAM BOARD AND THE COMMITEES OF NORTHAM AND NORTHAM HOLDINGS

Shareholders are advised that, with effect from the Northam Scheme Implementation Date:

  • all of the members of the Northam board, as constituted at such time, other than Mr David Brown, Ms Hester Hickey, Mr Paul Dunne and Ms Aletta Coetzee, will resign as members of the Northam board;
  • Northam Holdings will appoint, inter alia, the same committees as Northam has in place at such time with substantially similar terms of reference as those adopted by the respective Northam board committees, which Northam Holdings board committees shall initially comprise the same members as the Northam board committees at such time; and
  • the Northam board committees will be dissolved on the basis that the relevant Northam Holdings board committees will perform the functions required to be performed by such committees in terms of, inter alia, the JSE Debt Listings Requirements and the Companies Act, No. 71 of 2008, on behalf of Northam going forward.

Shareholders are further advised that, with effect from Monday, 27 September 2021, the following changes to the Northam Holdings board and board committees will be made:

  • Mr Temba Mvusi will be appointed as the lead independent director.
  • In accordance with, inter alia, the recommendations of the King IV Report on Corporate Governance for South Africa, 2016, Mr Brown, being the chairman of the Northam Holdings board, will step down as a member of the audit and risk committee. Following such change, the audit and risk committee will comprise the following members: Ms Hester Hickey (chairperson), Dr Noluyolo (Yoza) Jekwa and Mr Jean Nel.
  • Mr Jean Nel will be appointed, and Mr Paul Dunne will step down, as a member of the social, ethics, human resources and transformation committee (“SEHR&T committee”). Following such changes, the SEHR&T committee will comprise the following members: Ms Tebogo (Emily) Kgosi (chairperson), Dr Noluyolo (Yoza) Jekwa and Mr Jean Nel.
  • Ms Hester Hickey and Mr David Brown will be appointed as members of a newly established remuneration committee, with Ms Hickey being appointed as its chairperson. The role of the remuneration committee is currently fulfilled by Northam’s SEHR&T committee.
  • Mr David Brown, Mr Temba Mvusi and Mr John Smithies will be appointed as members of the nomination committee, with Mr Brown being appointed as its chairperson, and Ms Tebogo (Emily) Kgosi will step down as a member of the nomination committee.
  • Mr Glyn Lewis will be appointed as a member of the health, safety and environmental committee. Following such appointment, the health, safety and environmental committee will comprise: Mr John Smithies (chairperson), Dr Noluyolo (Yoza) Jekwa, Mr Glyn Lewis and Mr Paul Dunne.
  • Mr John Smithies and Mr Temba Mvusi will be appointed as members of the investment committee. Following such appointments, the investment committee will comprise the following members: Mr David Brown (chairperson), Mr Jean Nel, Mr John Smithies and Mr Temba Mvusi.

Johannesburg
15 September 2021

Corporate Advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

Equity Sponsor and Debt Sponsor to Northam and Equity Sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

Update regarding the composite transaction – foreign shareholder restrictions

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).

  1. INTRODUCTION

    Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021, Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021 and Tuesday, 7 September 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. FOREIGN SHAREHOLDER RESTRICTIONS

    The information contained in this section is only a summary of certain information set out in the Scheme Documents regarding the position of Shareholders who have a registered address outside of South Africa, or who are resident, domiciled or located in, or who are citizens of, a country other than South Africa (“Foreign Shareholders”), and is therefore not exhaustive.

    Foreign Shareholders who are in doubt about their position should consult their CSDP or Broker or professional advisors in the relevant jurisdiction.

    1. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular (https://www.northam.co.za/downloads/send/152-2021/1362-northam-circular-to-shareholders-2021) and paragraph 3.2 of section 2 of the Northam Holdings Prospectus (https://www.northam.co.za/downloads/send/152-2021/1361-northam-holdings-prospectus-2021).
    2. Foreign Shareholders are reminded that participation in, and the implications of, the Northam Scheme may be affected by the laws of the relevant jurisdiction applicable to a Foreign Shareholder.
    3. It is the responsibility of a Foreign Shareholder (including nominees, agents and trustees for such Foreign Shareholder) to ensure that the Northam Scheme Consideration is not issued to such Foreign Shareholder without the observance of the laws and regulatory requirements of the relevant jurisdiction, including the process of obtaining any governmental, exchange control or other consents, the making of any filings which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction and, if required, satisfy Northam and/or Northam Holdings that all relevant formalities have been complied with or that there is an applicable exemption under the securities laws of the relevant jurisdiction.
    4. In the case of Restricted Foreign Shareholders, the Northam Scheme Consideration in respect of the Northam Shares held by them will be placed into an account with Computershare and sold and the net proceeds will be remitted to such Restricted Foreign Shareholders, unless Northam Holdings is satisfied that there is an applicable exemption available under the securities laws of the relevant Restricted Jurisdiction. There is no guarantee that any exemption will be available, and Northam and Northam Holdings reserve the right to provide a cash remittance at their sole discretion. In the circumstances, Restricted Foreign Shareholders who trade in their entitlements to Northam Holding Shares prior to the implementation of the Northam Scheme on Monday, 20 September 2021 may not be able to settle such trades.
    5. In the case of any irregularities or uncertainty regarding whether a Foreign Shareholder is a Restricted Foreign Shareholder or whether reliance may be placed on any exemption under the securities laws of a jurisdiction, the determination of Northam Holdings shall be final.
    6. Foreign Shareholders are accordingly advised to exercise caution when dealing in entitlements to Northam Holdings Shares until the implementation of the Northam Scheme on Monday, 20 September 2021 and their entitlements to Northam Holdings Shares have been confirmed in.
    7. U.S. Shareholders

      In addition to the information set out above, Shareholders located in the United States are advised as follows.

    8. The Northam Holdings Shares being offered pursuant to the Northam Scheme Consideration have not been and will not be registered in the United States under the U.S. Securities Act, or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold within the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In addition, Northam Holdings has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act.
    9. Shareholders located in the United States (as defined in Regulation S under the U.S. Securities Act) who are qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the U.S. Securities Act) may receive the Northam Scheme Consideration. Shareholders who are located in the United States and who are QIBs are herein referred to as “Eligible U.S. Shareholders”.
    10. Eligible U.S. Shareholders must execute and deliver an investor letter, in a form satisfactory to Northam Holdings to the effect that such person is a QIB and satisfies certain other requirements.
    11. A template investor letter can be obtained from One Capital Advisory Proprietary Limited (investorletter@onecapital.co.za). A completed investor letter must be submitted for verification prior to the issue of Northam Holdings Shares and must be sent to investorletter@onecapital.co.za as soon as possible so as to be received by no later than 12:00 (South African Standard Time) on Friday, 17 September 2021, failing which the relevant Northam Scheme Consideration will be treated in accordance with the provisions of paragraph 2.4 above.
    12. For the avoidance of doubt, a Shareholder located in the United States (as determined by reference to the information available to Northam Holdings including the information set out in the Register) who holds Northam Shares in its capacity as a custodian for underlying clients (“Custodian US Shareholder”) is required to complete an investor letter, failing which the relevant Northam Scheme Consideration will be treated in accordance with the provisions of paragraph 2.4 above. Custodian US Shareholders who are unable to provide investor letters and wish to receive the Northam Scheme Consideration in respect of all of a portion of the Northam Shares held by them are advised to contact One Capital Advisory Proprietary Limited (investorletter@onecapital.co.za) as soon as possible and in any event by no later than 12:00 on Friday, 17 September 2021.
    13. Furthermore, an Eligible U.S. Shareholder who is a Certificated Shareholder or a Dematerialised Shareholder with “own name” registration must submit the Application and Surrender Form to the Transfer Secretaries by no later than 12:00 (South African Standard Time) on Friday, 17 September 2021, as follows: (i) by hand: Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa; (ii) by post: PO Box 61763, Marshalltown, 2107, South Africa; or (iii) by email: corporate.events@computershare.co.za. Notwithstanding that such Eligible U.S. Shareholder may have delivered the requisite investor letter, should such Shareholder not have delivered a duly completed Application and Surrender Form, such Shareholder will become an Issuer Nominee Shareholder and the Northam Scheme Consideration in respect of the Northam Scheme Shares held by it will be issued in accordance with paragraph 15.4 of the Circular.
    14. Any Northam Holdings Shares received by an Eligible U.S. Shareholder will be “restricted securities” (as defined in Rule 144 under the U.S. Securities Act of 1933, as amended) and will be subject to restrictions on transferability set forth in the investor letter, including those described in paragraph 52 of the Circular and paragraph 3.3 of section 2 of the Northam Holdings Prospectus.
    15. Shareholders located in the United States should contact One Capital Advisory Proprietary Limited (investorletter@onecapital.co.za), as soon as possible, if there are any queries on, inter alia, the investor letter or the abovementioned process.

  3. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

    The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the importance of such information.

  4. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

    The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement relating to Northam Holdings is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
15 September 2021

Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction
Sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited

Counsel to Northam and Northam Holdings as to English and US law
Allen & Overy LLP

Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.

Disclosure of changes in beneficial interests in Northam securities

Northam shareholders (“shareholders”) are referred to the SENS announcements published on SENS on Monday, 6 September 2021 and Tuesday, 7 September 2021, wherein shareholders were advised of, inter alia, the reduction of the company’s total issued ordinary shares pursuant to the implementation of the Revised Accumulated Dividends Settlement, the Repurchase and the ESOP Repurchase (as such terms are defined in the combined circular to shareholders, dated Monday, 31 May 2021), (the “Northam Repurchases”).


Northam shareholders (“shareholders”) are referred to the SENS announcements published on SENS on Monday, 6 September 2021 and Tuesday, 7 September 2021, wherein shareholders were advised of, inter alia, the reduction of the company’s total issued ordinary shares pursuant to the implementation of the Revised Accumulated Dividends Settlement, the Repurchase and the ESOP Repurchase (as such terms are defined in the combined circular to shareholders, dated Monday, 31 May 2021), (the “Northam Repurchases”).

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“Companies Act”), as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders are advised that pursuant to the Northam Repurchases, the company has received notifications, in the prescribed form, from:

  • Prudential Investments Managers (South Africa) Proprietary Limited, on behalf of its clients, advising that it now holds a beneficial interest in 5.67% of the company’s total issued ordinary shares; and
  • Public Investment Corporation SOC Limited, advising that it now holds a beneficial interest in 15.215% of the company’s total issued ordinary shares.

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

Johannesburg
10 September 2021

Sponsor
One Capital

Interest payments notification – NHM012 and NHM015

Northam bondholders are advised of the following interest payments due on Monday, 13 September 2021:


Northam bondholders are advised of the following interest payments due on Monday, 13 September 2021:

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.433%
Interest Period: 14 June 2021 to 12 September 2021
Interest Amount Due: R45 047 883.85
Payment Date: 13 September 2021
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 6.983%
Interest Period: 14 June 2021 to 12 September 2021
Interest Amount Due: R8 704 835.62
Payment Date: 13 September 2021
Date Convention: Following Business Day

Johannesburg
8 September 2021

Debt Sponsor
One Capital

Update regarding the composite transaction – additional share buyback and an overall 26.1% reduction in the Northam shares in issue (net of treasury shares) pursuant to the implementation of the transaction and confirmation of the salient dates and times applicable to the Northam scheme

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam, accompanied by the prospectus in respect of Northam Platinum Holdings Limited, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam, accompanied by the prospectus in respect of Northam Platinum Holdings Limited, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).

  1. INTRODUCTION

    Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021, Thursday, 5 August 2021, Monday, 23 August 2021 and Monday, 6 September 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. UPDATE REGARDING THE TRANSACTION

    As indicated in the announcement published on Monday, 6 September 2021, Northam repurchased 91 303 304 Northam Shares from Zambezi pursuant to the implementation of the Revised Accumulated Dividends Settlement and the Repurchase. Shareholders are further advised that, pursuant to the authority granted by Shareholders at the General Meeting held on Wednesday, 30 June 2021, Northam has, today, 7 September 2021, repurchased 649 754 ESOP Repurchase Shares from the ESOP, for an aggregate cash consideration of R137 734 852.92 (amounting to R211.98 per Northam Share, representing the 30 Day VWAP per Northam Share on the acquisition date) (“ESOP Repurchase”).

    The termination of listing of the Northam Shares acquired pursuant to the ESOP Repurchase, is expected to occur on Wednesday, 8 September 2021. The ESOP Repurchase Shares will be cancelled and will revert to authorised but unissued Northam Shares.

    Shareholders are accordingly advised that pursuant to the implementation of the Revised Accumulated Dividends Settlement, the Repurchase and the ESOP Repurchase, Northam has acquired, in aggregate, 91 953 058 Northam Shares, amounting to approximately 18% of all the Northam Shares in issue prior to the implementation of the Transaction and 417 828 154 Northam Shares remain in issue. Furthermore, with effect from Monday, 6 September 2021, Northam, in its capacity as the Zambezi N Shareholder, assumed voting and economic control of Zambezi and Zambezi accordingly became a Subsidiary of Northam. In the circumstances, all Northam Shares held by Zambezi, amounting to 41 040 939 Northam Shares, constitute Treasury Shares.

    Accordingly, following implementation of the Transaction, total Northam Shares in issue (net of Treasury Shares) amounts to 376 787 215, resulting in a 26.1% reduction in the Northam Shares in issue (net of Treasury Shares) prior to implementation of the Transaction.

    To obtain a thorough understanding of, inter alia, the Composite Transaction (including the Transaction), Shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in the Scheme Documents.

  3. CONFIRMATION OF THE SALIENT DATES AND TIMES IN RESPECT OF THE NORTHAM SCHEME (refer to notes 1 and 2)

    Shareholders are reminded of the salient dates and times applicable to the Northam Scheme, as detailed below.

    Event 2021
    Northam Scheme LDT, being the last day to trade in Northam Shares in order to be eligible to participate in the Northam Scheme (refer to notes 3 and 4), on Tuesday, 14 September
    Suspension of listing of Northam Shares at the commencement of trade on the JSE, on Wednesday, 15 September
    Date of admission of listing on the JSE of the maximum number of Northam Holdings Shares expected to be issued pursuant to the implementation of the Northam Scheme, on Wednesday, 15 September
    Northam Scheme Record Date, on Friday, 17 September
    Northam Scheme Implementation Date, on Monday, 20 September
    Northam Scheme Participants who are Dematerialised Shareholders without “own name” registration to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to note 6), on Monday, 20 September
    Northam Scheme Participants who are Certificated Shareholders or Dematerialised Shareholders with “own name” registration and who deliver an Application and Surrender Form (pink) and Documents of Title (where relevant), so as to be received by the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to notes 5 and 6), on Monday, 20 September
    Northam Scheme Participants who are Issuer Nominee Shareholders to have their Northam Scheme Consideration credited to the account of Computershare Nominees (refer to note 5), on Monday, 20 September
    Date of adjustment (if applicable) of the actual number of Northam Holdings Shares listed on the JSE pursuant to the implementation of the Northam Scheme, on Tuesday, 21 September
    Date of the termination of listing of Northam Shares on the JSE at the commencement of trade on the JSE, on Tuesday, 21 September

    Notes:

    1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be published on SENS and in the South African press.
    2. All times are in South African Standard Time, unless otherwise stated.
    3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
    4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day following the Northam Scheme LDT.
    5. Northam Scheme Participants who hold:
      1. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.2.1 of the Circular; and
      2. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date, or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam Holdings Shares are to be credited, in accordance with paragraph 15.3.2 of the Circular, will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.
    6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus. A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction must inform its Broker or CSDP or the Transfer Secretaries of such fact as soon as reasonably possible and in any event by no later than the Northam Scheme LDT, being Tuesday, 14 September 2021.

  4. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

    The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the importance of such information.

  5. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

    The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement relating to Northam Holdings is true and this announcement does not omit anything that is likely to affect the importance of such information.

Paul Dunne, Northam’s Chief Executive Offer, commentedThe Zambezi transaction provided Northam with a significant capital injection and excellent empowerment credentials at a very important time in the company’s history. This allowed Northam to embark on an aggressive countercyclical acquisition and growth strategy. We have now successfully concluded this chapter in the company’s development, and we are proud to have done so with a unique share buy-back mechanism in excess of 26% of the company’s total shares in issue. Significant value was created in the Zambezi structure in just over 6 years. Northam Shareholders, Zambezi Preference Shareholders and Zambezi Ordinary Shareholders have all shared equitably in this value creation, which has now been crystallised and successfully transferred. Northam is excited about the company’s future and remains fully committed to continue to generate further value for all our stakeholders, whilst delivering on our ongoing commitment to empowerment and social imperatives.”

Johannesburg
7 September 2021

Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction Sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited

Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.

Media release: Northam composite transaction update

Northam is pleased to advise that it has repurchased 91 303 304 Northam shares from Zambezi (the repurchase shares), amounting to approximately 17.9% of all the Northam shares in issue prior to the implementation of the Composite Transaction. The termination of listing of the Repurchase Shares, is expected today, 6 September 2021 and the Repurchase Shares will be cancelled and will revert to authorised but unissued Northam Shares.


Repurchase of Northam shares implemented and Extended BEE Transaction becomes wholly unconditional

Johannesburg, Monday 6 September 2021. Northam is pleased to advise that it has repurchased 91 303 304 Northam shares from Zambezi (the repurchase shares), amounting to approximately 17.9% of all the Northam shares in issue prior to the implementation of the Composite Transaction. The termination of listing of the Repurchase Shares, is expected today, 6 September 2021 and the Repurchase Shares will be cancelled and will revert to authorised but unissued Northam Shares.

This latest development in the transaction signals that all the Extended BEE Transaction Conditions have been fulfilled or waived. Accordingly, the Extended BEE Transaction has become wholly unconditional, and the Northam Scheme will be implemented in line with the salient dates and times indicated in the timeline included below.

Upon implementation of the Northam Scheme, Northam Scheme participants will receive Northam Holdings Shares in exchange for their Northam Shares, on a one-for-one basis (i.e. one Northam Holdings share in exchange for one Northam share).

SALIENT DATES AND TIMES IN RESPECT OF THE NORTHAM SCHEME

Event 2021
Northam Scheme LDT, being the last day to trade in Northam Shares in order to be eligible to participate in the Northam Scheme (refer to notes 3 and 4), on Tuesday, 14 September
Suspension of listing of Northam Shares at the commencement of trade on the JSE, on Wednesday, 15 September
Date of admission of listing on the JSE of the maximum number of Northam Holdings Shares expected to be issued pursuant to the implementation of the Northam Scheme, on Wednesday 15 September
Northam Scheme Record Date, on Friday, 17 September
Northam Scheme Implementation Date, on Monday, 20 September
Northam Scheme Participants who are Dematerialised Shareholders without “own name” registration to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to note 6), on Monday, 20 September
Northam Scheme Participants who are Certificated Shareholders or Dematerialised Shareholders with “own name” registration and who deliver an Application and Surrender Form (pink) and Documents of Title (where relevant), so as to be received by the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to notes 5 and 6), on Monday, 20 September
Northam Scheme Participants who are Issuer Nominee Shareholders to have their Northam Scheme Consideration credited to the account of Computershare Nominees (refer to note 5), on Monday, 20 September
Date of adjustment (if applicable) of the actual number of Northam Holdings Shares to be listed on the JSE pursuant to the implementation of the Northam Scheme and commencement of trading in Northam Holdings Shares on the JSE, on Tuesday, 21 September
Date of the termination of listing of Northam Shares on the JSE at the commencement of trade on the JSE, on Tuesday, 21 September

Notes:

  1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be published on SENS and in the South African press.
  2. All times are in South African Standard Time, unless otherwise stated.
  3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
  4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day following the Northam Scheme LDT.
  5. Northam Scheme Participants who hold:
    1. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.2.1 of the Circular; and
    2. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date, or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam Holdings Shares are to be credited, in accordance with paragraph 15.3.2 of the Circular,

will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.

  1. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus. A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction must inform its Broker or CSDP or the Transfer Secretaries of such fact as soon as reasonably possible and in any event by no later than the Northam Scheme LDT, being Tuesday, 14 September 2021.

For further information regarding the Composite Transaction kindly refer to the Northam website at https://www.northam.co.za/investors-and-media/northam-composite-transaction

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

Update regarding the composite transaction – implementation of the repurchase and extended BEE transaction becomes wholly unconditional

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).

  1. INTRODUCTION

    Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021, Thursday, 5 August 2021 and Monday, 23 August 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. UPDATE REGARDING THE TRANSACTION

    Northam is pleased to advise that, pursuant to the implementation of the Revised Accumulated Dividends Settlement and the Repurchase on Friday, 3 September 2021, Northam has repurchased, in aggregate, 91 303 304 Northam Shares (“Repurchase Shares”) from Zambezi, amounting to approximately 17.9% of all the Northam Shares in issue prior to implementation of the Transaction. The termination of listing of the Repurchase Shares, is expected today, 6 September 2021 and the Repurchase Shares will be cancelled and will revert to authorised but unissued Northam Shares.

  3. EXTENDED BEE TRANSACTION BECOMES WHOLLY UNCONDITIONAL

    Shareholders are further advised that, following the implementation of the Repurchase, all of the Extended BEE Transaction Conditions have been fulfilled or waived. Accordingly, the Extended BEE Transaction has become wholly unconditional, and the Northam Scheme will be implemented in accordance with the salient dates and times set out in paragraph 5 below.

  4. NORTHAM SCHEME AND NORTHAM SCHEME CONSIDERATION

    Upon implementation of the Northam Scheme, Northam Scheme Participants will receive Northam Holdings Shares in exchange for their Northam Shares, on a one-for-one basis (i.e. one Northam Holdings Share in exchange for one Northam Share), with no entitlement to cash, subject to the provisions of paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus in respect of Foreign Shareholders.

    To obtain a thorough understanding of, inter alia, the Northam Scheme (including the Northam Scheme Consideration and settlement thereof), Shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in the Scheme Documents.

     

  5. SALIENT DATES AND TIMES IN RESPECT OF THE NORTHAM SCHEME (refer to notes 1 and 2)

    Event

    2021

    Northam Scheme LDT, being the last day to trade in Northam Shares in order to be eligible to participate in the Northam Scheme (refer to notes 3 and 4), on

    Tuesday, 14 September

    Suspension of listing of Northam Shares at the commencement of trade on the JSE, on

    Wednesday, 15 September

    Date of admission of listing on the JSE of the maximum number of Northam Holdings Shares expected to be issued pursuant to the implementation of the Northam Scheme, on

    Wednesday, 15 September

    Northam Scheme Record Date, on

    Friday, 17 September

    Northam Scheme Implementation Date, on

    Monday, 20 September

    Northam Scheme Participants who are Dematerialised Shareholders without “own name” registration to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to note 6), on

    Monday, 20 September

    Northam Scheme Participants who are Certificated Shareholders or Dematerialised Shareholders with “own name” registration and who deliver an Application and Surrender Form (pink) and Documents of Title (where relevant), so as to be received by the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration (refer to notes 5 and 6), on

    Monday, 20 September

    Northam Scheme Participants who are Issuer Nominee Shareholders to have their Northam Scheme Consideration credited to the account of Computershare Nominees (refer to note 5), on

    Monday, 20 September

    Date of adjustment (if applicable) of the actual number of Northam Holdings Shares to be listed on the JSE pursuant to the implementation of the Northam Scheme and commencement of trading in Northam Holdings Shares on the JSE, on

    Tuesday, 21 September

    Date of the termination of listing of Northam Shares on the JSE at the commencement of trade on the JSE, on

    Tuesday, 21 September

    Notes:

    1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be published on SENS and in the South African press.
    2. All times are in South African Standard Time, unless otherwise stated.
    3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
    4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day following the Northam Scheme LDT.
    5. Northam Scheme Participants who hold:
      1. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.2.1 of the Circular; and
      2. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date, or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam Holdings Shares are to be credited, in accordance with paragraph 15.3.2 of the Circular,

      will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.

    6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus. A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction must inform its Broker or CSDP or the Transfer Secretaries of such fact as soon as reasonably possible and in any event by no later than the Northam Scheme LDT, being Tuesday, 14 September 2021.
  6. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

    The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the importance of such information.

  7. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

    The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement relating to Northam Holdings is true and this announcement does not omit anything that is likely to affect the importance of such information.

  8. Johannesburg
    6 September 2021

    Corporate advisor to Northam and Northam Holdings

    One Capital Advisory Proprietary Limited

    Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction Sponsor to Northam Holdings

    One Capital Sponsor Services Proprietary Limited

    Attorneys to Northam and Northam Holdings

    Webber Wentzel

     

    Independent Sponsor to Northam and Northam Holdings

    Deloitte & Touche Sponsor Services Proprietary Limited

    Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.

Update regarding the composite transaction – implementation of the Zambezi scheme, pursuant to which (I) Northam acquires all the Zambezi preference shares not already held and (ii) the repurchase becomes wholly unconditional

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam (“Shareholders”) accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam (“Shareholders”) accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).

  1. INTRODUCTION

    Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021 and Thursday, 5 August 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. IMPLEMENTATION OF THE ZAMBEZI SCHEME AND THE REPURCHASE BECOMES WHOLLY UNCONDITIONAL

    Northam is pleased to advise that, pursuant to the implementation of the Zambezi Scheme today, Northam now holds all of the Zambezi Preference Shares in issue. 
    Furthermore, Shareholders are advised that following the implementation of the Zambezi Scheme, all of the Transaction Conditions have now been fulfilled or waived. Accordingly, the Repurchase has become wholly unconditional and the Transaction will be implemented in accordance with the salient dates and times set out in the announcement published by Northam and Northam Holdings on SENS on Thursday, 5 August 2021.

  3. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

    The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the importance of such information.

  4. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

    The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement relating to Northam Holdings is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
23 August 2021

Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction Sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited

Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.

Media release: Composite transaction update: implementation of Zambezi scheme

In an announcement issued on SENS earlier today, Northam has advised that it now holds all the Zambezi preference shares in issue. This is pursuant to the implementation of the Zambezi Scheme, today, Monday 23 August 2021.


Repurchase becomes unconditional

In an announcement issued on SENS earlier today, Northam has advised that it now holds all the Zambezi preference shares in issue. This is pursuant to the implementation of the Zambezi Scheme, today, Monday 23 August 2021.

All the transaction conditions have now been fulfilled and the repurchase has become wholly unconditional. The transaction will be implemented in accordance with the salient dates and times set out in the announcement published by Northam and Northam Holdings on SENS on Thursday, 5 August 2021, and included below for convenience:

Event 2021
Zambezi Delisting, on Tuesday, 24 August
Expected date of lodging an application for the termination of listing on the JSE of the Northam Shares pursuant to the implementation of the Share Acquisitions Scheme, on or about Tuesday, 24 August
Finalisation announcement in respect of the Transaction expected to be published in the South African press, on or about Tuesday, 24 August
Zambezi settles the Revised Accumulated Dividends to Northam and cancellation of the Northam Shares transferred pursuant to the Revised Accumulated Dividends Settlement expected, on or about Friday, 3 September
Repurchase Implementation Date and cancellation of the Repurchase Shares expected, on or about Friday, 3 September
Extended BEE Transaction Conditions expected to be fulfilled or waived, on or about Friday, 3 September
Finalisation announcement in respect of the Extended BEE Transaction expected to be published on SENS, on or about Friday, 3 September
Northam is expected to assume control of Zambezi and the expected implementation of the Net Value Distribution, on or about Monday, 6 September
Expected date of lodging an application for the termination of listing on the JSE of the Northam Shares pursuant to the Northam Delisting, on or about Monday, 6 September
Finalisation announcement in respect of the Extended BEE Transaction expected to be published in the South African press, on or about Monday, 6 September
Expected implementation of the ESOP Repurchase and cancellation of the ESOP Repurchase Shares, on or about Tuesday, 7 September
Expected Northam Scheme LDT, being the last day to trade in Northam Shares in order to be eligible to participate in the Northam Scheme, on or about (refer to notes 3 and 4) Tuesday, 14 September
Expected suspension of listing of Northam Shares at the commencement of trade on the JSE, on or about Wednesday, 15 September
Expected date of admission of listing on the JSE of the maximum number of Northam Holdings Shares expected to be issued pursuant to the implementation of the Northam Scheme, on or about Wednesday, 15 September
Expected Northam Scheme Record Date, on or about Friday, 17 September
Expected Northam Scheme Implementation Date, on or about Monday, 20 September
Northam Scheme Participants who are Dematerialised Shareholders without “own name” registration expected to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration, on or about (refer to note 6) Monday, 20 September
Northam Scheme Participants who are Certificated Shareholders or Dematerialised Shareholders with “own name” registration and who deliver an Application and Surrender Form (pink) and Documents of Title (where relevant), so as to be received by the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, expected to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration, on or about (refer to notes 5 and 6) Monday, 20 September
Northam Scheme Participants who are Issuer Nominee Shareholders expected to have their Northam Scheme Consideration credited to the account of Computershare Nominees, on or about (refer to note 5) Monday, 20 September
Expected date of adjustment (if applicable) of the actual number of Northam Holdings Shares to be listed on the JSE pursuant to the implementation of the Northam Scheme and commencement of trading in Northam Holdings Shares on the JSE, on or about Tuesday, 21 September
Expected date of the termination of listing of Northam Shares on the JSE at the commencement of trade on the JSE, on or about Tuesday, 21 September

Notes:

  1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be published on SENS and in the South African press.
  2. All times are in South African Standard Time, unless otherwise stated.
  3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, if the Northam Scheme becomes operative, persons may participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
  4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day following the Northam Scheme LDT.
  5. If the Northam Scheme becomes operative, Northam Scheme Participants who hold:
    1. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.2.1 of the Circular; and
    2. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.3.2 of the Circular; or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam Holdings Shares are to be credited, will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.
  6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus.

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

Marion Brower +27 71 493 0387