Announcements 2021

Change to the board of directors

In compliance with paragraph 3.59(b) of the JSE Limited Listings Requirements, shareholders are advised that Mr Jean Johannes Nel has resigned as an independent non-executive director of the company with effect from today, 17 December 2021.


In compliance with paragraph 3.59(b) of the JSE Limited Listings Requirements, shareholders are advised that Mr Jean Johannes Nel has resigned as an independent non-executive director of the company with effect from today, 17 December 2021.

The board of directors would like to thank Mr Nel for his contribution during his tenure and wishes him well in his future endeavours.

Johannesburg
17 December 2021

Availability of the broad-based black economic empowerment annual compliance report

Shareholders are hereby advised that, in accordance with the JSE Limited Listings Requirements, 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 at: (www.northam.co.za) via the following link: https://www.northam.co.za/downloads/send/148-governance/1431-northam-broad-based-bee-verification-2021-2022


Shareholders are hereby advised that, in accordance with the JSE Limited Listings Requirements, 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 at: (www.northam.co.za) via the following link: https://www.northam.co.za/downloads/send/148-governance/1431-northam-broad-based-bee-verification-2021-2022

Johannesburg
15 December 2021

Response to the announcement published by Royal Bafokeng Platinum Limited (“RBPLAT”)

Shareholders are referred to the announcement published by RBPlat on SENS today, 9 December 2021 (“RBPlat Announcement”), regarding, inter alia:


Shareholders are referred to the announcement published by RBPlat on SENS today, 9 December 2021 (“RBPlat Announcement”), regarding, inter alia:

  • the approach by Northam expressing its interest to acquire the voting securities of RBPlat; and
  • a submission made by the independent board of RBPlat, as constituted in terms of regulation 108 of the Companies Regulations, 2011 (“Independent Board”), to the Takeover Regulation Panel (“TRP”) regarding the possible trigger of a mandatory offer in terms of section 123 of the Companies Act, No. 71 of 2008 by Northam (“Mandatory Offer”), (“TRP Submission”).

Northam confirms that on Wednesday, 8 December 2021 it submitted a letter to the RBPlat board of directors and Independent Board expressing its interest to continue the parties’ engagements in relation to a potential offer by Northam for all or a portion of the remaining shares in RBPlat (excluding treasury shares). This follows the RBPlat response to the non-binding offer letter submitted by Northam dated 11 October 2021, wherein it confirmed that RBPlat remained committed to progress discussions with Northam.

Shareholders are advised that Northam was informed of the TRP Submission, today, 9 December 2021. Northam believes that the RBPlat Announcement in respect of the TRP Submission is misleading and is firmly of the view that a Mandatory Offer has not been triggered and will be making submissions to the TRP in this regard.

Johannesburg
9 December 2021

Northam secures future concentrate offtake agreement

Northam Holdings is pleased to advise that it has concluded a ten-year agreement for the purchase of platinum group metal (PGM) concentrate with Ivanplats Proprietary Limited (Ivanplats) a subsidiary of Ivanhoe Mines Limited (Ivanhoe).


Johannesburg, Thursday 9 December 2021. Northam Holdings is pleased to advise that it has concluded a ten-year agreement for the purchase of platinum group metal (PGM) concentrate with Ivanplats Proprietary Limited (Ivanplats) a subsidiary of Ivanhoe Mines Limited (Ivanhoe).

In terms of the agreement, Northam will purchase 50% of concentrate, approximating some 20 000 tonnes of PGM concentrate per year, from Ivanplats’ Platreef mine on the northern limb of the Bushveld Complex in South Africa’s Limpopo Province.

Ivanplats has indicated first production from phase 1 of the Platreef project is anticipated in 2024.

Northam Holdings chief executive Paul Dunne said today: “Northam is pleased to have secured significant future offtake of concentrate relating to a very important orebody. The properties of the concentrate are especially favourable to Northam’s operational and processing requirements. Furthermore, the transaction serves to de-risk Northam’s operations from a mine to market perspective, providing additional diversification of supply over a ten-year period, while at the same time leveraging our recently upgraded metallurgical processing facilities.

Enquiries:

R&A Strategic Communications, Johannesburg +27 11 880 3924

Marion Brower: +27 71 493 0387

NOTE TO EDITORS:

The Platreef Project is owned by Ivanplats, which is 64% owned by Ivanhoe Mines. The Platreef Project hosts an underground deposit of thick PGMs, nickel, copper and gold mineralisation on the Northern Limb of the Bushveld Igneous Complex in Limpopo Province, approximately 280 kilometres northeast of Johannesburg and eight kilometres from the town of Mokopane. Source: https://www.ivanhoemines.com/news/2021/platreef-mine-secures-us-200-million-gold-stream-financing-and-additional-us-100-million-palladium-and-platinum-stream

Northam concludes a ten-year offtake agreement with Ivanplats

Northam is pleased to announce that it has concluded a ten-year purchase of platinum group metal (“PGM”) concentrate agreement (“Offtake Agreement”) with Ivanplats Proprietary Limited (“Ivanplats”), a subsidiary of Ivanhoe Mines Limited (“Ivanhoe Mines”), as published on Wednesday, 8 December 2021, on SEDAR (www.sedar.com).


Northam is pleased to announce that it has concluded a ten-year purchase of platinum group metal (“PGM”) concentrate agreement (“Offtake Agreement”) with Ivanplats Proprietary Limited (“Ivanplats”), a subsidiary of Ivanhoe Mines Limited (“Ivanhoe Mines”), as published on Wednesday, 8 December 2021, on SEDAR (www.sedar.com).

In terms of the Offtake Agreement, Northam Platinum will purchase 20 000 tonnes of PGM concentrate per annum (“Offtake Volume”), representing approximately 50% of PGM concentrate to be produced from Phase 1 of the Platreef Project. Ivanplats retains the option to reduce the Offtake Volume by up to a maximum of 5 000 tonnes per annum. Production from the Platreef Project is scheduled to commence in 2024.

Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “Northam is pleased to have secured significant future off-take of metal relating to a very important orebody. The Ivanplats orebody is one of a very few remaining untapped large PGM resources. It is mechanisable and situated in a geographically important area. The metal content is especially favourable to Northam’s operational requirements and will be complementary to our own production profile. The transaction serves to further de-risk Northam’s operations from a mine to market perspective, providing additional diversification of supply over a ten year period, whilst enhancing the flexibility and utilisation of our recently upgraded metallurgical processing facilities.

About the Platreef Project

The Platreef Project is owned by Ivanplats, which is 64% owned by Ivanhoe Mines. The Platreef Project hosts an underground deposit of thick PGMs, nickel, copper and gold mineralisation on the Northern Limb of the Bushveld Igneous Complex in Limpopo Province, approximately 280 kilometres northeast of Johannesburg and eight kilometres from the town of Mokopane. Source: https://www.ivanhoemines.com/news/2021/platreef-mine-secures-us-200-million-gold-stream-financing-and-additional-us-100-million-palladium-and-platinum-stream.

Johannesburg

9 December 2021

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Interest payments notification – NHM012 AND NHM015

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


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

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.425%
Interest Period: 13 September 2021 to 12 December 2021
Interest Amount Due: R37 023.29
Payment Date: 13 December 2021
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 6.975%
Interest Period: 13 September 2021 to 12 December 2021
Interest Amount Due: R8 694 863.01
Payment Date: 13 December 2021
Date Convention: Following Business Day

Johannesburg
8 December 2021

Acquisition of additional shares in RBPlat increasing Northam’s shareholding to 34.95%, finalisation of option and other agreements and further announcements

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published by Northam on SENS on Tuesday, 9 November 2021 (“Transaction Announcement”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published by Northam on SENS on Tuesday, 9 November 2021 (“Transaction Announcement”).

ACQUISITION OF ADDITIONAL RBPLAT SHARES INCREASING NORTHAM’S SHAREHOLDING TO 34.95%

Northam is pleased to announce that, following publication of the Transaction Announcement and, inter alia, following unsolicited offers unilaterally extended by shareholders in RBPlat of all or some of their RBPlat Shares to Northam, Northam has acquired an additional 6 289 174 RBPlat Shares, representing c. 2.19% of the RBPlat Net Shares (“Further Acquisitions”). Following implementation of the Further Acquisitions in accordance with the usual settlement process on the JSE, Northam will hold c. 34.95% of the RBPlat Net Shares. The Further Acquisitions were implemented at a volume weighted average cash consideration of R162.70 per RBPlat Share and at a maximum cash consideration of R165.00 per RBPlat Share. No Northam Holdings Shares have been or will be issued in terms of the Further Acquisitions, i.e. the cash consideration constitutes the full consideration pertaining to the Further Acquisitions.

CONCLUSION OF AN OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT WITH EMI TO POTENTIALLY INCREASE NORTHAM’S SHAREHOLDING UP TO 38.27%

As contemplated in the Transaction Announcement, Northam is pleased to announce that on 3 December 2021, an option and right of first refusal agreement was entered into between Northam, EMI and RBH in terms of which, inter alia:

  • EMI has been granted, for no consideration, a put option to sell 1 891 342 RBPlat Shares, amounting to 0.66% of the RBPlat Net Shares, to Northam (“EMI Put Option”);
  • Northam has been granted, for no consideration, a call option by EMI to acquire 4 472 103 RBPlat Shares, amounting to 1.56% of the RBPlat Net Shares, from EMI (“EMI Call Option”); and
  • Northam has been granted, for no consideration, a right of first refusal to acquire a further 3 367 673 RBPlat Shares (“ROFR Shares”), amounting to 1.17% of the RBPlat Net Shares, from EMI (“ROFR”).

Shareholders are referred to the Transaction Announcement for further information regarding, inter alia, the RBIH Put and Call, including the salient terms of the Put Option, Call Option and the Option Consideration, which salient terms similarly apply to the EMI Put Option and EMI Call Option.

In terms of the ROFR, which remains in effect until 8 November 2024, if EMI wishes to dispose of all or a portion of the ROFR Shares (“ROFR Offer Shares”), it shall not be entitled to do so, nor shall it agree to do so, unless it first offers to sell the ROFR Offer Shares to Northam. The purchase consideration in respect of each ROFR Offer Share shall be determined with reference to the 5 day volume weighted average price of an RBPlat Share on the date on which EMI offers the ROFR Offer Shares to Northam.

Should the RBIH Put and Call, the EMI Put and Call and the ROFR be exercised, in full, Northam will increase its total holding in the RBPlat Net Shares to c. 38.27% in aggregate.

FURTHER ANNOUNCEMENTS

Northam will make further announcements once the required regulatory clearances have been obtained.

Johannesburg
7 December 2021

Dealings in securities

Shareholders are advised that on an annual basis the group awards conditional shares (as defined in the rules of the Northam Platinum Share Incentive Plan, 2011 (“SIP”)) to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”).


Shareholders are advised that on an annual basis the group awards conditional shares (as defined in the rules of the Northam Platinum Share Incentive Plan, 2011 (“SIP”)) to all employees within the Paterson D lower band and above, in terms of the SIP (“awards”).

At the request of shareholders and as approved by the company’s remuneration committee, all awards going forward will be subject to performance conditions (“performance shares”). No retention shares, being awards which are not subject to performance conditions, will be awarded in future.

In compliance with the JSE Limited Listings Requirements (“Listings Requirements”), shareholders are hereby advised of the following acceptances of awards by directors of the company, a director of a major subsidiary of the company and the company secretary:

Nature of transactions: Acceptance of awards of conditional shares which are subject to performance conditions in terms of the SIP
Class of securities: The awards of conditional shares provide participants (as defined in the SIP rules) with the right to settlement, after the vesting date, by way of the equivalent rand value of Northam Holdings shares, determined in accordance with the SIP rules
Vesting date: 31 October 2024
Transactions completed on market: No
Clearance obtained in terms of the Listings Requirements: Yes

Transaction 1  
Name of director of the company: PA Dunne
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 43 630 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 2  
Name of director of the company: AH Coetzee
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 20 440 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 3  
Name of director of a major subsidiary of the company: LC van Schalkwyk
Name of major subsidiary: Booysendal Platinum Proprietary Limited
Date of award acceptance: 25 November 2021
Total number of Northam Holdings shares covered by the awards: 16 890 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Transaction 4  
Name of company secretary: PB Beale
Date of award acceptance: 24 November 2021
Total number of Northam Holdings shares covered by the awards: 10 550 performance shares
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Johannesburg
26 November 2021

Listing of new financial instrument - NHM021

The JSE Limited (“JSE”) has granted approval for the listing of NHM021 Senior Unsecured Floating Rate Notes (“Notes”) issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 26 November 2021.


The JSE Limited (“JSE”) has granted approval for the listing of NHM021 Senior Unsecured Floating Rate Notes (“Notes”) issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 26 November 2021.

Any capitalised terms not defined in this announcement shall have the meanings ascribed thereto in the section of the Programme Memorandum headed “Terms and Conditions of the Notes”.

The details pertaining to the issue of NHM021 are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR9 463 022 841 (inclusive of this issue of Notes)
Instrument Code NHM021
Nominal Amount: ZAR245 000 000
Issue Price: 100%
Interest Rate: 3 Month ZAR-JIBAR plus 425 bps per annum
Interest Rate Determination Date(s):      26 February, 26 May, 26 August and
26 November of each year until the Maturity Date with the first Interest Rate Determination Date being 23 November 2021
Coupon Rate Indicator: Floating
Issue Date: 26 November 2021
Interest Commencement Date: 26 November 2021
Maturity Date: 26 November 2026
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 February, 15 May, 15 August and
15 November of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding each Books Closed Period
Books Closed Period: 16 February to 25 February, 16 May to 25 May, 16 August to 25 August and 16 November to 25 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): 26 February, 26 May, 26 August and 26 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 Number (ISIN): ZAG000181496
Applicable 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/1428-applicable-pricing-supplement-nhm021-notes-execution

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

Johannesburg
25 November 2021

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.

Interest payment notifications - NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Thursday, 25 November 2021:


Northam bondholders are advised of the following interest payments due on Thursday, 25 November 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.425% per annum
Interest Period: 25 August 2021 to 24 November 2021
Interest Amount Due: R16 066 886.30
Payment Date: 25 November 2021
Date Convention: Following Business Day
Bond Code: NHM019  
ISIN: ZAG000168105  
Coupon: 7.675% per annum  
Interest Period: 25 August 2021 to 24 November 2021  
Interest Amount Due: R50 509 074.07  
Payment Date: 25 November 2021  
Date Convention: Following Business Day  
Bond Code: NHM020  
ISIN: ZAG000172594  
Coupon: 7.425% per annum  
Interest Period: 25 August 2021 to 24 November 2021  
Interest Amount Due: R4 341 895.89  
Payment Date: 25 November 2021  
Date Convention: Following Business Day  

Johannesburg
22 November 2021

Debt Sponsor
One Capital

Interest payment notification - NHM011

Northam bondholders are advised of the following interest payment due on Wednesday, 24 November 2021:


Northam bondholders are advised of the following interest payment due on Wednesday, 24 November 2021:

Bond Code: NHM011
ISIN No: ZAG000159237
Coupon: 7.425%
Interest Period: 24 August 2021 to 23 November 2021
Interest Amount Due: R10 630 158.90
Payment Date: 24 November 2021
Date Convention: Following Business Day

Johannesburg
19 November 2021

Debt Sponsor
One Capital

Implementation of the acquisition of a 32.8% interest in Royal Bafokeng Platinum Limited (“RBPlat”) and disclosure of an acquisition of a beneficial interest in Northam Holdings securities

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published on SENS on Tuesday, 9 November 2021 (“Announcement”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published on SENS on Tuesday, 9 November 2021 (“Announcement”).

Shareholders are referred to the Announcement pertaining to, inter alia, the Acquisition by Northam of 32.8% of the RBPlat Net Shares and the option to acquire up to an additional 0.5% of the RBPlat Net Shares from RBIH, a wholly owned subsidiary of RBH.

Northam is pleased to advise that with effect from today, 19 November 2021, the Acquisition has been implemented and Northam holds 32.8% of the RBPlat Net Shares.

As partial settlement of the Acquisition Consideration, Northam Holdings has issued 34 399 725 Northam Holdings Shares to RBIH, resulting in RBIH holding an 8.7% beneficial interest in all Northam Holdings Shares in issue.

Northam Holdings has received notification, in the prescribed form as contemplated in section 122(1) of the Companies Act, No. 71 of 2008 (“Companies Act”), from RBIH confirming its acquisition of Northam Holdings Shares and its beneficial 8.7% interest in all Northam Holdings Shares in issue, and will file the relevant notifications / forms with the Takeover Regulation Panel, as required in terms of section 122(3)(a) of the Companies Act.

Johannesburg
19 November 2021

Interest payment notification - NHM014

Northam bondholders are advised of the following interest payment due on Monday, 22 November 2021:


Northam bondholders are advised of the following interest payment due on Monday, 22 November 2021:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 6.175%
Interest Period: 20 August 2021 to 21 November 2021
Interest Amount Due: R345 089.45
Payment Date: 22 November 2021
Date Convention: Following Business Day

Johannesburg
17 November 2021

Debt Sponsor
One Capital

Engagement with shareholders regarding the group’s remuneration policy and remuneration implementation report for the year ended 30 June 2021

Northam Holdings shareholders (“shareholders”) are referred to the Annual General Meeting of shareholders (“AGM”) held on Friday, 29 October 2021, as well as the announcement pertaining to the results of the AGM (“announcement”) published on SENS on the same date.


Northam Holdings shareholders (“shareholders”) are referred to the Annual General Meeting of shareholders (“AGM”) held on Friday, 29 October 2021, as well as the announcement pertaining to the results of the AGM (“announcement”) published on SENS on the same date.

As noted in the announcement, more than 25% of the votes cast on ordinary resolutions 4.1 and 4.2 were exercised against the non-binding endorsement of the group’s remuneration policy and remuneration implementation report (“non‑binding advisory resolutions”), which resolutions achieved 72.56% and 72.49% votes in favour, respectively.

Accordingly, in terms of the JSE Limited Listings Requirements and the recommendations of the King IV Report on Corporate Governance for South Africa, 2016, engagement with the dissenting shareholders is required.

The group therefore invites dissenting shareholders to raise concerns or recommendations regarding the non-binding advisory resolutions, in writing, with the Company Secretary, Ms Patricia Beale, at trish.beale@norplats.co.za, before 31 December 2021.

The independent remuneration committee, chaired by an independent non-executive director which has been established at the request of shareholders, endeavours to ensure that remuneration across the group is aligned with the group’s strategy and creates sustainable value for all stakeholders. We believe that open, transparent and meaningful engagement with shareholders is important to continually mature the remuneration policies and practices of the group. We therefore look forward to engaging with shareholders.

Johannesburg
15 November 2021

Listing of tap issuances - NHM007, NHM009, NHM016 AND NHM019

The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009, NHM016 and NHM019, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 11 November 2021.


The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009, NHM016 and NHM019, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 11 November 2021.

Any capitalised terms not defined in this announcement shall have the meanings ascribed thereto in the section of the Programme Memorandum headed “Terms and Conditions of the Notes”.

The details pertaining to the tap issuance of the NHM007 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR9 239 722 841 (including this tap issue and the tap issuances under Note series NHM009, NHM016 and NHM019, all issuing on 11 November 2021)
Instrument Code: NHM007
Tranche Number: 4
Nominal Amount: ZAR60 000 000
Issue Price: 100.48875%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      16 April, 16 July, 16 October and 16 January of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 11 November 2021
Interest Commencement Date: 18 October 2021
Maturity Date: 16 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 5 April, 5 July, 5 October and 5 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 6 April to 15 April, 6 July to 15 July, 6 October to
15 October and 6 January to 15 January 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): 16 April, 16 July, 16 October and 16 January 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 Number (ISIN): ZAG000158593
Applicable 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/1427-aps-nhm007-tap-tranche-4-execution

The details pertaining to the tap issuance of the NHM009 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR9 239 722 841 (including this tap issue and the tap issuances under Note series NHM007, NHM016 and NHM019, all issuing on 11 November 2021)
Instrument Code: NHM009
Tranche Number: 4
Nominal Amount: ZAR15 000 000
Issue Price: 100.32583%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      26 April, 26 July, 26 October and 26 January of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 11 November 2021
Interest Commencement Date: 26 October 2021
Maturity Date: 26 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 April, 15 July, 15 October and 15 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 16 April to 25 April, 16 July to 25 July, 16 October to 25 October and 16 January to 25 January 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): 26 April, 26 July, 26 October and 26 January 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 Number (ISIN): ZAG000158866
Applicable 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/1424-aps-nhm009-tap-tranche-4-execution

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: ZAR9 239 722 841 (including this tap issue and the tap issuances under Note series NHM007, NHM009 and NHM019, all issuing on 11 November 2021)
Instrument Code: NHM016
Tranche Number: 6
Nominal Amount: ZAR2 534 435 000
Issue Price: 100.00000%
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 of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 11 November 2021
Interest Commencement Date: 11 November 2021
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 preceding the Books Closed Period
Books Closed Period: 01 August to 10 August, 01 November to 10 November, 01 February and 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
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 Number (ISIN): ZAG000167750
Applicable 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/1425-aps-nhm016-tap-tranche-6-execution

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: ZAR9 239 722 841 (including this tap issue and the tap issuances under Note series NHM007, NHM009 and NHM016, all issuing on 11 November 2021)
Instrument Code: NHM019
Tranche Number: 3
Nominal Amount: ZAR1 770 935 000
Issue Price: 101.64014%
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 of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 11 November 2021
Interest Commencement Date: 25 August 2021
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 preceding the Books Closed Period
Books Closed Period: 15 August to 24 August, 15 November to 24 November, 15 February and 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 Number (ISIN): ZAG000168105
Applicable 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/1426-aps-nhm019-tap-tranche-3-execution

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

Johannesburg
10 November 2021

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

One Capital

 

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

Bowman Gilfillan Inc.

 

Northam Holdings acquires a 32.8% interest in Royal Bafokeng Platinum Limited

Northam Platinum Holdings Limited (Northam or Northam Holdings) today announced its acquisition of a 32.8% interest in Royal Bafokeng Platinum Limited (RBPlat) (excluding treasury shares) from a wholly owned subsidiary of Royal Bafokeng Holdings Proprietary Limited (Royal Bafokeng Holdings or RBH or RBH Group), for R17.0 billion, representing R180.50 per RBPlat share.


NORTHAM ANNOUNCES –

  • ACQUISITION OF A 32.8% INTEREST IN ROYAL BAFOKENG PLATINUM
  • AGGREGATE PURCHASE CONSIDERATION OF R17.0 BILLION
  • PURCHASE CONSIDERATION PARTIALLY SETTLED WITH 34 399 725 NORTHAM SHARES
    (8.7% SHAREHOLDING IN NORTHAM)
  • OPTIONS TO INCREASE SHAREHOLDING TO 34.9%
  • RIGHT OF FIRST REFUSAL OVER AN ADDITIONAL 1.2% SHAREHOLDING

Northam Platinum Holdings Limited (Northam or Northam Holdings) today announced its acquisition of a 32.8% interest in Royal Bafokeng Platinum Limited (RBPlat) (excluding treasury shares) from a wholly owned subsidiary of Royal Bafokeng Holdings Proprietary Limited (Royal Bafokeng Holdings or RBH or RBH Group), for R17.0 billion, representing R180.50 per RBPlat share.

In addition, a call and put option arrangement has been entered into with the RBH Group whereby Northam may increase its interest in RBPlat to 33.3% in aggregate. The initial exercise price in respect of the put and call options is R135.00 per RBPlat share.

RBH will further endeavour to procure that one of its wholly owned subsidiaries enters into an agreement with Northam whereby Northam could increase its interest in RBPlat up to 34.9%, pursuant to an additional call and put option arrangement. Such agreement will also cater for a right of first refusal in favour of Northam in respect of all remaining RBPlat shares held by the RBH Group, representing a further 1.2% interest in RBPlat. The RBH Group’s total interest in RBPlat currently amounts to 36.1%, excluding treasury shares.

The R17.0 billion purchase consideration for the 32.8% interest in RBPlat will be settled by Northam issuing 34 399 725 Northam shares to the RBH Group, with the balance of R8.6 billion to be settled in cash. R3 billion will be paid upfront, R4 billion will be deferred to no later than 30 April 2022 and the remaining R1.6 billion will be deferred to no later than 30 September 2022. 

As a result of the transaction, the RBH Group will obtain a strategic 8.7% shareholding in Northam.

The deferred portion of the cash consideration and the option consideration will escalate at a nominal annual rate of 12% compounded quarterly until the settlement thereof. Any distributions received in respect of the RBPlat shares which are subject to the options, will be deducted from the exercise price of the options.

The transaction is aligned with Northam’s operational diversification strategy and will result in Northam acquiring a significant and strategically beneficial interest in RBPlat, providing direct exposure to RBPlat’s proven mining operations and well-understood shallow ore bodies, of which a significant portion is mechanised. The transaction will also introduce further diversification to Northam’s metal mix interests, given RBPlat’s higher relative platinum contribution.

In addition, the transaction will provide a strategic platform for Northam to pursue a possible combination of Northam and RBPlat’s business operations in the medium-term, should Northam wish to pursue such opportunity. Northam is of the view that there is a compelling and complementary synergistic fit between the business operations of Northam and RBPlat and that a potential combination of the business operations will create and unlock significant value for shareholders of both companies.

Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “The transaction concluded with Royal Bafokeng Holdings gives Northam a strategically important shareholding in RBPlat, creating significant long-term optionality for Northam. It aligns perfectly with our long-term growth, sustainability and diversification strategy and the introduction of Royal Bafokeng Holdings as a significant shareholder further strengthens our empowerment credentials. We are excited about the long-term value creation potential and the inherent optionality the transaction presents. In particular, we believe the complementary metals mix of RBPlat, with a higher relative platinum contribution, fits well within the broader Northam metals basket. The RBPlat assets are young, shallow and well capitalised and occupy a strategically important position in the Western Bushveld. We recognise the Royal Bafokeng Nation’s important contribution and ongoing legacy in respect of RBPlat and are cognisant of our responsibility in respect of the long-term sustainability of RBPlat’s operations and its impact on the broader communities and the Royal Bafokeng Nation as a whole. Northam is committed to work closely with Royal Bafokeng Holdings and the Royal Bafokeng Nation in the areas of renewable energy, enterprise development and skills development through establishing a trade school. Northam is looking forward to supporting RBPlat, its board and management to create value for all stakeholders.”


Albertinah Kekana, Royal Bafokeng Holdings’ Chief Executive Officer
, commented “We recognise Northam’s extraordinary success in implementing its long-term growth and diversification strategy and are pleased to become a significant strategic shareholder in Northam, whilst also realising a significant value unlock from our long-term investment in and commitment to RBPlat. Equally important with this transaction is that Northam will partner with RBH and the RBN to deliver a number of high-value and high impact community initiatives for the RBN and the region as a whole, which includes employees and communities associated with RBPlat. These initiatives are significant in that they will respond to the key needs and challenges being faced by the RBN to deliver secure and affordable energy supply; enterprise and supplier development, including procurement opportunities, for small and medium-sized enterprises (SMEs); and skills development to address youth unemployment through a Trade School.We look forward to supporting Northam’s board and management and to also work closely with Northam with regards to all matters affecting the Royal Bafokeng Nation.”

Enquiries:

R&A Strategic Communications, Johannesburg +27 11 880 3924

Marion Brower: +27 71 493 0387
Memory Johnstone: +27 82 719 3081

Acquisition of a 32.8% interest in Royal Bafokeng Platinum Limited (“RBPLAT”) with an option to increase the group’s interest in RBPLAT up to 33.3% and further contemplated acquisitions

Northam Holdings is pleased to announce that on Monday, 8 November 2021 (“Signature Date”), inter alia, a sale of shares agreement was entered into between Northam Holdings, Royal Bafokeng Holdings Proprietary Limited (“RBH” or “Royal Bafokeng Holdings”) and Royal Bafokeng Investment Holding Company Proprietary Limited (“RBIH”) (collectively, the “Parties”) in terms of which, inter alia, Northam Holdings and/or its subsidiaries (collectively, “Northam”) may acquire up to 33.3% of all the RBPlat ordinary shares in issue (“RBPlat Shares”), excluding treasury shares (“RBPlat Net Shares”), from RBIH, as more fully set out below (the “Transaction”). RBIH is a wholly owned subsidiary of RBH.


  1. INTRODUCTION
    1. Northam Holdings is pleased to announce that on Monday, 8 November 2021 (“Signature Date”), inter alia, a sale of shares agreement was entered into between Northam Holdings, Royal Bafokeng Holdings Proprietary Limited (“RBH” or “Royal Bafokeng Holdings”) and Royal Bafokeng Investment Holding Company Proprietary Limited (“RBIH”) (collectively, the “Parties”) in terms of which, inter alia, Northam Holdings and/or its subsidiaries (collectively, “Northam”) may acquire up to 33.3% of all the RBPlat ordinary shares in issue (“RBPlat Shares”), excluding treasury shares (“RBPlat Net Shares”), from RBIH, as more fully set out below (the “Transaction”). RBIH is a wholly owned subsidiary of RBH.
    2. Pursuant to the Transaction:
      1. Northam will acquire 93 930 378 RBPlat Shares (“Acquisition Shares”) from RBIH, amounting to 32.8% of the RBPlat Net Shares, for an aggregate purchase consideration of c. R17.0 billion representing R180.50 per RBPlat Share (“Acquisition”). The purchase consideration will be settled through a combination of the issue of ordinary shares in the share capital of Northam Holdings (“Northam Holdings Shares”) and cash.
      2. The Parties have entered into a put and call option arrangement (“RBIH Put and Call”) in terms of which Northam may acquire a further 0.5% of the RBPlat Net Shares for a purchase consideration of R135.00 per RBPlat Share. Should the RBIH Put and Call Option be exercised in full, Northam will acquire 33.3% of the RBPlat Net Shares in aggregate.
    3. In addition to the Transaction, RBH will endeavour to procure that, inter alia, Emikaway (RF) Proprietary Limited (“EMI”), a wholly owned subsidiary of RBH, (i) enters into a put and call option arrangement with Northam in terms of which Northam may acquire an additional 1.6% of the RBPlat Net Shares (“EMI Put and Call”); and (ii) grants Northam a right of first refusal over a further 1.2% of the RBPlat Net Shares, representing the remaining RBPlat Shares held by the RBH group. The EMI Put and Call will enable Northam to increase its total holding of the RBPlat Net Shares up to 34.9% in aggregate (i.e. the Acquisition Shares and RBPlat Shares acquired pursuant to the exercise, in full, of the RBIH Put and Call and the EMI Put and Call, excluding any RBPlat Shares acquired pursuant to the right of first refusal).
  2. RATIONALE FOR THE TRANSACTION
    1. The Transaction is aligned with Northam’s operational diversification strategy and will result in Northam acquiring a significant and strategically beneficial interest in RBPlat, providing direct exposure to RBPlat’s proven mining operations and well-understood shallow ore bodies, of which a significant portion is mechanised. The Transaction will also introduce further diversification to Northam’s metal mix interests, given RBPlat’s higher relative platinum contribution.
    2. In addition, the Transaction will provide a strategic platform for Northam to pursue a possible combination of Northam and RBPlat’s business operations in the medium-term, should Northam wish to pursue such opportunity. Northam is of the view that there is a compelling and complementary synergistic fit between the business operations of Northam and RBPlat and that a potential combination of the business operations will create and unlock significant value for shareholders of both companies.
  3. SALIENT TERMS OF THE TRANSACTION

    The Transaction is not subject to any conditions precedent and will be implemented as follows:

    1. Acquisition
      1. Northam Holdings will acquire the Acquisition Shares on Friday, 19 November 2021 (“Acquisition Implementation Date”).
      2. Northam will settle the aggregate purchase consideration for the Acquisition Shares through the combination of cash and the issue of Northam Holdings Shares, as further detailed in paragraph 1 below.
    2. RBIH Put and Call

      Call Option

      1. Northam has been granted, for no consideration, a call option by RBIH to acquire a further 1 673 695 RBPlat Shares (“Call Option Shares”), amounting to 0.5% of the RBPlat Net Shares from RBIH (“Call Option”).
      2. The Call Option is exercisable by Northam in respect of some or all of the Call Option Shares within 24 months of the Acquisition Implementation Date.
      3. Northam will be entitled to settle the aggregate purchase consideration in respect of the Call Option in cash, Northam Holdings Shares, or a combination thereof, at Northam’s election (as further detailed in paragraph 2 below).

      Put Option

      1. RBIH has been granted, for no consideration, a put option to sell 1 673 695 RBPlat Shares (“Put Option Shares”), amounting to 0.5% of the RBPlat Net Shares, to Northam (“Put Option”).
      2. The Put Option is exercisable by RBIH, in respect of some or all of the Put Option Shares, no earlier than 6 months and 5 business days, and no later than 24 months, after the Acquisition Implementation Date.
      3. Northam will be entitled to settle the aggregate purchase consideration in respect of the Put Option in cash, Northam Holdings Shares, or a combination thereof, at Northam’s election (as further detailed in paragraph 2 below).
  4. PURCHASE CONSIDERATION
    1. Acquisition Consideration
      1. The aggregate purchase consideration in respect of the Acquisition Shares will be settled through the combination of cash and the issue of Northam Holdings Shares as follows:
        1. an upfront consideration, to be settled on the Acquisition Implementation Date, comprising:
          1. 34 399 725 Northam Holdings Shares, which Northam Holdings Shares will be listed on the Main Board of the exchange operated by the JSE Limited (“JSE”) (“Share Consideration”); and
          2. R3.0 billion settled in cash.
        2. a deferred cash consideration of approximately R5.6 billion (“Deferred Acquisition Consideration”) of which:
          1. R4.0 billion (to be adjusted as set out in paragraph 4.1.4 below) will become payable by no later than 30 April 2022; and
          2. approximately R1.6 billion (to be adjusted as set out in paragraph 4.1.4 below) will become payable by no later than 30 September 2022,

        (collectively, the “Acquisition Consideration”).

      2. Based on the closing price per Northam Holdings Share on the JSE on Monday, 8 November 2021 of R243.28, the Acquisition Consideration amounts to c. R17.0 billion, representing R180.50 per Acquisition Share.
      3. The Share Consideration will represent 8.7% of all Northam Holdings Shares in issue post implementation of the Acquisition.
      4. In respect of the Deferred Acquisition Consideration:
        1. The Deferred Acquisition Consideration will escalate, from the Acquisition Implementation Date until the date of payment of the relevant Deferred Acquisition Consideration, at a nominal annual rate of 12% compounded quarterly in arrears (“Escalation Rate”).
        2. Northam Holdings will be entitled, at its election, to settle the Deferred Acquisition Consideration earlier than the dates specified above.
        3. Any amounts received by Northam Holdings in respect of any cash distribution declared and paid by RBPlat pertaining to the Acquisition Shares will be utilised to settle all or a part of the Deferred Acquisition Consideration that remains outstanding.
    2. Option Consideration
      1. The purchase consideration in respect of each Call Option Share or Put Option Share, as the case may be (“Option Share”), amounts to R135.00 per Option Share (to be escalated at the Escalation Rate from the Acquisition Implementation Date until the relevant date of settlement of the Call Option or the Put Option, as the case may be (“Option Implementation Date”)), (the aggregate purchase consideration in respect of all of the relevant Option Shares, the “Option Consideration”).
      2. The Option Consideration may be settled in cash or Northam Holdings Shares, or a combination thereof, at Northam’s election:
        1. by Northam Holdings issuing to RBIH a number of Northam Holdings Shares, which number shall be determined by dividing the relevant portion of the Option Consideration by the 5 day volume weighted average price at which a Northam Holdings Share trades on the JSE as at the immediately preceding trading date to the date on which the Call Option or Put Option, as the case may be, is exercised, rounded up to the nearest whole number; or
        2. in cash (“Option Cash Consideration”) and if the Call Option or the Put Option, as the case may be, is exercised:
          1. before 30 September 2022, then Northam will settle the Option Cash Consideration (to be escalated at the Escalation Rate from the Option Implementation Date until the date of payment) (“Deferred Option Consideration”) by no later than 30 September 2022; or
          2. on or after 30 September 2022, Northam will settle the Option Cash Consideration, on the Option Implementation Date.
      3. The Option Consideration will be reduced by an amount equal to any distributions by RBPlat in respect of the relevant Option Shares between the Signature Date and the relevant trade date in respect of such Option Shares.
      4. To the extent that any cash distributions are declared and paid by RBPlat in respect of Option Shares acquired by Northam, the proceeds received in respect thereof will first be applied to the Deferred Acquisition Consideration and thereafter to the Deferred Option Consideration (to the extent applicable).
    3. Northam and RBIH have entered into a pledge and cession agreement in terms of which Northam has pledged and ceded in securitatem debiti the Acquisition Shares and the relevant Option Shares acquired by Northam for the Deferred Option Consideration (to the extent applicable), in favour of RBIH as security for the payment by Northam of the Deferred Acquisition Consideration and Deferred Option Consideration, to the extent applicable.
    4. Furthermore, Northam Platinum, Booysendal Platinum Proprietary Limited (“Booysendal”) and RBIH have entered into a guarantee, in terms of which Northam Platinum and Booysendal guarantee the payment obligations of Northam in respect of the Deferred Acquisition Consideration and Deferred Option Consideration.
  5. OVERVIEW OF RBPLAT
    1. RBPlat is a mid-tier platinum group metals (“PGM”) producer. Its operations consist of the Bafokeng Rasimone Platinum Mine (“BRPM”) (comprising a North and South shaft), the Styldrift mine, the BRPM concentrator complex, the Maseve mine (currently on care and maintenance) and the Maseve concentrator plant, all of which are located on the western limb of the Bushveld Complex. RBPlat mines PGMs from the Merensky and Upper Group 2 reefs on the Boschkoppie, Styldrift and Frischgewaagd farms in the Rustenburg area.
    2. The value of RBPlat’s total net assets as at 30 June 2021 was R24.3 billion and the total profit after tax attributable to RBPlat for the six months ended 30 June 2021 was R4.9 billion. Additionally, RBPlat declared an interim dividend for the period ended 30 June 2021 of 535.0 cents per RBPlat Share. The values attributable to the net assets, profit after tax and interim dividend have been extracted from RBPlat’s reviewed condensed consolidated interim financial statements for the six months ended 30 June 2021, which are prepared in accordance with the International Financial Reporting Standard (IFRS) and contain information required by IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council.
  6. BOARD REPRESENTATION
    1. With effect from the Acquisition Implementation Date, and for so long as Northam holds RBPlat Shares and –
      1. RBH or any of its subsidiaries holds Northam Holdings Shares, Northam Holdings will procure that a nominee of RBH; or
      2. if RBH or any of its subsidiaries ceases to hold Northam Holdings Shares, RBPlat conducts mining operations on land owned by the Royal Bafokeng Nation (“RBN”), Northam Holdings will procure that a nominee of the RBN,
    2. is appointed as a director of Northam Holdings (“Board Appointment”).

    3. The Board Appointment will be subject to (i) the nominee being reasonably acceptable to Northam Holdings’ directors; and (ii) confirmation by the shareholders of Northam Holdings (“Shareholders”) in accordance with the JSE Limited Listings Requirements (“JSE Listings Requirements”). Further details regarding the abovementioned appointment will be published in due course.
  7. CATEGORISATION IN TERMS OF THE JSE LISTINGS REQUIREMENTS

    The Transaction is categorised as a category 2 transaction for Northam Holdings in terms of paragraph 9.5(a) of the JSE Listings Requirements and therefore the Transaction is not subject to Shareholder approval.

Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “The transaction concluded with Royal Bafokeng Holdings gives Northam a strategically important shareholding in RBPlat, creating significant long-term optionality for Northam. It aligns perfectly with our long-term growth, sustainability and diversification strategy and the introduction of Royal Bafokeng Holdings as a significant shareholder further strengthens our empowerment credentials. We are excited about the long-term value creation potential and the inherent optionality the transaction presents. In particular, we believe the complementary metals mix of RBPlat, with a higher relative platinum contribution, fits well within the broader Northam metals basket. The RBPlat assets are young, shallow and well capitalised and occupy a strategically important position in the Western Bushveld. We recognise the Royal Bafokeng Nation’s important contribution and ongoing legacy in respect of RBPlat and are cognisant of our responsibility in respect of the long-term sustainability of RBPlat’s operations and its impact on the broader communities and the Royal Bafokeng Nation as a whole. Northam is committed to work closely with Royal Bafokeng Holdings and the Royal Bafokeng Nation in the areas of renewable energy, enterprise development and skills development through establishing a trade school. Northam is looking forward to supporting RBPlat, its board and management to create value for all stakeholders.”


Albertinah Kekana, Royal Bafokeng Holdings’ Chief Executive Officer
, commented “We recognise Northam’s extraordinary success in implementing its long-term growth and diversification strategy and are pleased to become a significant strategic shareholder in Northam, whilst also realising a significant value unlock from our long-term investment in and commitment to RBPlat. Equally important with this transaction is that Northam will partner with RBH and the RBN to deliver a number of high-value and high impact community initiatives for the RBN and the region as a whole, which includes employees and communities associated with RBPlat. These initiatives are significant in that they will respond to the key needs and challenges being faced by the RBN to deliver secure and affordable energy supply; enterprise and supplier development, including procurement opportunities, for small and medium-sized enterprises (SMEs); and skills development to address youth unemployment through a Trade School.We look forward to supporting Northam’s board and management and to also work closely with Northam with regards to all matters affecting the Royal Bafokeng Nation.”

Johannesburg
9 November 2021

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Interest payment notification - NHM016

Northam bondholders are advised of the following interest payment due on Thursday, 11 November 2021:


Northam bondholders are advised of the following interest payment due on Thursday, 11 November 2021:

Bond Code: NHM016
ISIN No: ZAG000167750
Coupon: 7.925% per annum
Interest Period: 11 August 2021 to 10 November 2021
Interest Amount Due: R22 891 080.18
Payment Date: 11 November 2021
Date Convention: Following Business Day

Johannesburg
8 November 2021

Debt Sponsor
One Capital

Appointment to the remuneration committee

Shareholders are advised that Mr TI (Temba) Mvusi, the company’s lead independent director, who serves as a member of the investment committee and nomination committee of the board of directors of Northam Holdings, has been appointed as a member of the Northam Holdings remuneration committee (which committee was established in September 2021 following engagement with shareholders), with effect from 3 November 2021. The responsibilities of the remuneration committee were previously fulfilled by the social, ethics, human resources and transformation committee.


Shareholders are advised that Mr TI (Temba) Mvusi, the company’s lead independent director, who serves as a member of the investment committee and nomination committee of the board of directors of Northam Holdings, has been appointed as a member of the Northam Holdings remuneration committee (which committee was established in September 2021 following engagement with shareholders), with effect from 3 November 2021. The responsibilities of the remuneration committee were previously fulfilled by the social, ethics, human resources and transformation committee.

Mr Mvusi was appointed to Northam’s board of directors in January 2016 and pursuant to the implementation of the Northam Scheme (as defined in the combined circular to shareholders dated 31 May 2021), he was appointed to the Northam Holdings board as the lead independent director in September 2021. The Northam Holdings board is of the opinion that Mr Mvusi’s experience and knowledge of the group will be beneficial to the remuneration committee.

Following the appointment of Mr Mvusi, the remuneration committee will comprise: Ms HH (Hester) Hickey (chairperson), Mr DH (David) Brown and Mr TI (Temba) Mvusi.

Johannesburg
4 November 2021

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam
Webber Wentzel

   

Corporate Advisor and Debt Sponsor to Northam
One Capital

Partial capital redemptions – NHM007, NHM009, NHM011 AND NHM018

Northam noteholders (“Noteholders”) are advised of the reduction in the nominal amount of notes in bond series NHM007, NHM009, NHM011 and NHM018 (the “Applicable Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R915 800 000, with effect from 11 November 2021 (“Reduction”). The Reduction will be implemented in accordance with the terms and conditions of the Northam Platinum Limited R15 000 000 000 Domestic Medium Term Note Programme as amended and/or supplemented from time to time (the “Programme”).


Northam noteholders (“Noteholders”) are advised of the reduction in the nominal amount of notes in bond series NHM007, NHM009, NHM011 and NHM018 (the “Applicable Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an aggregate amount of R915 800 000, with effect from 11 November 2021 (“Reduction”). The Reduction will be implemented in accordance with the terms and conditions of the Northam Platinum Limited R15 000 000 000 Domestic Medium Term Note Programme as amended and/or supplemented from time to time (the “Programme”).

Bond Code: NHM007
ISIN: ZAG000158593
Reduction in the nominal amount: R100 000 000
Remaining nominal amount in issue: R291 185 996

Bond Code: NHM009
ISIN: ZAG000158866
Reduction in the nominal amount: R100 000 000
Remaining nominal amount in issue: R400 000 000

Bond Code: NHM011
ISIN: ZAG000159237
Reduction in the nominal amount: R50 000 000
Remaining nominal amount in issue: R568 000 000

Bond Code: NHM018
ISIN: ZAG000168097
Reduction in the nominal amount: R665 800 000
Remaining nominal amount in issue: R858 500 000

The Reduction will be effected through the purchase by Northam of the relevant number of Applicable Notes and the surrender thereof to the Transfer Agent under the Programme, for cancellation, with effect from 11 November 2021.

The purchase by Northam of the Applicable Notes forms part of a note switch, whereby the maturity date in respect of the nominal amount of the Applicable Notes will be effectively extended through the purchase and cancellation of the Applicable Notes and the simultaneous issue of new notes under the Programme, for the same nominal amount, with longer maturity dates (“Note Switch”). The nominal amount of the Note Switch will be split between bond series NHM016 (maturing on 11 May 2025) and NHM019 (maturing on 25 May 2024).

The rationale for the Note Switch is to enable Northam to maintain a minimum level of medium-term gearing.

Johannesburg
4 November 2021

Corporate Advisor to Northam
One Capital

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

   

Attorneys to Northam
Webber Wentzel

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

Results of general meeting

Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 29 October 2021 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 23 September 2021, were passed 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 Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 29 October 2021 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 23 September 2021, were passed 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.

Each resolution proposed at the AGM, together with the number and percentage of Northam Holdings ordinary shares (“shares”) voted, the percentage of shares in respect of which shareholders abstained from voting, and the percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1.1 – re-election of Dr NY Jekwa as a director.

Shares voted For Against Abstained

309 805 648

85.53%

98.91% 1.09% 0.07%

Ordinary resolution number 1.2 – re-election of Mr MH Jonas as a director.

Shares voted For Against Abstained

309 805 648

85.53%

100.00% 0.00% 0.07%

Ordinary resolution number 1.3 – re-election of Mr JJ Nel as a director.

Shares voted For Against Abstained

309 803 648

85.53%

98.21% 1.79% 0.07%

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 group.

Shares voted For Against Abstained

309 770 613

85.52%

71.90% 28.10% 0.08%

Ordinary resolution number 3.1 – election of Ms HH Hickey as a member of the audit and risk committee.

Shares voted For Against Abstained

309 769 369

85.52%

99.52% 0.48% 0.08%

Ordinary resolution number 3.2 – election of Dr NY Jekwa as a member of the audit and risk committee.

Shares voted For Against Abstained

309 805 648

85.53%

99.39% 0.61% 0.07%

Ordinary resolution number 3.3 – election of Mr JJ Nel as a member of the audit and risk committee.

Shares voted For Against Abstained

309 805 648

85.53%

97.99% 2.01% 0.07%

Ordinary resolution number 4.1* – non-binding endorsement of the group’s remuneration policy.

Shares voted For Against Abstained

307 908 694

85.01%

72.56% 27.44% 0.59%

Ordinary resolution number 4.2* – non-binding endorsement of the group’s remuneration implementation report.

Shares voted For Against Abstained

309 244 027

85.38%

72.49% 27.51% 0.22%

Special resolution number 1 – approval of non-executive directors’ fees for the year ending 30 June 2022.

Shares voted For Against Abstained

309 805 197

85.53%

99.06% 0.94% 0.07%

Special resolution number 2 – approval of financial assistance in terms of sections 44 and 45 of the Companies Act, No. 71 of 2008.

Shares voted For Against Abstained

309 804 962

85.53%

97.81% 2.19% 0.07%

Special resolution number 3 – approval for general authority to repurchase issued shares.

Shares voted For Against Abstained

309 798 759

85.53%

77.77% 22.23% 0.07%

* As 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, the company will continue to engage with shareholders as required.

Notes

  • The total number of shares eligible to vote at the AGM was 362 216 152. 1 share is held in treasury and not eligible to vote at the AGM. 
  • Percentages of shares voted are calculated in relation to the total issued share capital of Northam Holdings, amounting to 362 216 153 shares.
  • Percentage of shares voted for and against are calculated in relation to the total number of shares voted in respect of the relevant resolution.
  • Abstentions are calculated as a percentage in relation to the total issued share capital of Northam Holdings.

Johannesburg
29 October 2021

Corporate Advisor and Sponsor to Northam Holdings
One Capital
Attorneys to Northam Holdings and Northam
Webber Wentzel
Corporate Advisor and Debt Sponsor to Northam
One Capital

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 2021 and the auditor’s unqualified audit report thereon, are available on the Northam website at https://www.northam.co.za/downloads/send/150-fy2021/1423-booysendal-platinum-annual-financial-statements and 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 2021 and the auditor’s unqualified audit report thereon, are available on the Northam website at https://www.northam.co.za/downloads/send/150-fy2021/1423-booysendal-platinum-annual-financial-statements and available for inspection, during office hours, at the registered office of the company.

Johannesburg
29 October 2021

Debt Sponsor
One Capital

Northam’s long-term and short-term credit ratings re-affirmed and outlook upgraded to positive

Northam Holdings and Northam are pleased to advise that the credit rating agency, Global Credit Rating Co. (“GCR”), has re-affirmed Northam’s national scale long-term credit rating at A(za) and short-term credit rating at A1(za), with the outlook upgraded from stable to positive.


Northam Holdings and Northam are pleased to advise that the credit rating agency, Global Credit Rating Co. (“GCR”), has re-affirmed Northam’s national scale long-term credit rating at A(za) and short-term credit rating at A1(za), with the outlook upgraded from stable to positive.

The upgrade to a positive outlook primarily reflects Northam’s continued ramp-up of lower cost production volumes amidst favourable commodity prices, translating into robust cash flow generation. Moreover, the positive outlook reflects the potential for Northam’s credit ratings to be upgraded over the next 24 months, dependant on, inter alia, the progression of the group’s production towards its medium-term annual target of 1 million ounces 4E.

The GCR announcement in regard to Northam’s credit rating is available from the GCR website at: https://gcrratings.com/category/announcements/.

Johannesburg
27 October 2021

Corporate Advisor and Sponsor to Northam Holdings One Capital

Corporate Advisor and Debt Sponsor to Northam One Capital

Interest payment notification – NHM009

Northam bondholders are advised of the following interest payment due on Tuesday, 26 October 2021:


Northam bondholders are advised of the following interest payment due on Tuesday, 26 October 2021:

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.433% per annum
Interest Period: 26 July 2021 to 25 October 2021
Interest Amount Due: R9 367 616.44
Payment Date: 26 October 2021
Date Convention: Following Business Day

Johannesburg
21 October 2021

Debt Sponsor
One Capital

Partial capital redemption – NHM012

Northam noteholders are hereby advised of the reduction in the nominal amount of notes in bond series NHM012 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R2 428 870 000 (the “Purchased Notes”), with effect from 11 November 2021. This will be implemented in accordance with the terms and conditions of the Northam Platinum Limited R15 000 000 000 Domestic Medium Term Note Programme, as amended and/or supplemented from time to time (the “Programme”).  


Northam noteholders are hereby advised of the reduction in the nominal amount of notes in bond series NHM012 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R2 428 870 000 (the “Purchased Notes”), with effect from 11 November 2021. This will be implemented in accordance with the terms and conditions of the Northam Platinum Limited R15 000 000 000 Domestic Medium Term Note Programme, as amended and/or supplemented from time to time (the “Programme”).  

Bond Code: NHM012
ISIN: ZAG000160136
Reduction in the nominal amount of the Relevant Notes: R2 428 870 000
Remaining nominal amount of the Relevant Notes in issue: R2 000 000

The reduction in the nominal amount of the Relevant Notes will be effected through the purchase by Northam of the Purchased Notes and the surrender of the Purchased Notes to the Transfer Agent under the Programme for cancellation thereof, with effect from 11 November 2021.

The purchase by Northam of the Purchased Notes forms part of a note switch, whereby the maturity date in respect of the nominal amount of the Purchased Notes will be effectively extended through a purchase and cancellation of the Purchased Notes and the simultaneous issue of new notes under the Programme, for the same nominal amount, with longer maturity dates (“Note Switch”). The nominal amount of the Note Switch will be split equally between bond series NHM016 (maturing on 11 May 2025) and NHM019 (maturing on 25 May 2024).

The rationale for the Note Switch is to enable Northam to maintain a minimum level of medium term gearing.

Johannesburg
21 October 2021

Corporate Advisor 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.

Attorneys to Northam
Webber Wentzel

Disclosure of an acquisition of a beneficial interest in Northam Holdings 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 Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest in 5.02% 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 Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest in 5.02% 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
14 October 2021

Sponsor
One Capital

Interest payment notification – NHM007

Northam bondholders are advised of the following interest payment due on Monday, 18 October 2021:


Northam bondholders are advised of the following interest payment due on Monday, 18 October 2021:

Bond Code: NHM007
ISIN No: ZAG000158593
Coupon: 7.442%
Interest Period: 16 July 2021 to 17 October 2021
Interest Amount Due: R7 497 352.91
Payment Date: 18 October 2021
Date Convention: Following Business Day

Johannesburg
13 October 2021

Debt Sponsor
One Capital

Listing of tap issuances – NHM007, NHM009 AND NHM020

The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009 and NHM020, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 5 October 2021.


The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009 and NHM020, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 5 October 2021.

The details pertaining to the tap issuance of the NHM007 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM009 and NHM020 Notes, all issuing on 5 October 2021)
Instrument Code: NHM007
Tranche Number: 3
Nominal Amount: ZAR100 000 000
Issue Price: 101.65151%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      16 April, 16 July, 16 October and 16 January of each year until the Maturity Date
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 16 July 2021
Maturity Date: 16 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 5 April, 5 July, 5 October and 5 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 6 April to 15 April, 6 July to 15 July, 6 October to 15 October and 6 January to 15 January 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): 16 April, 16 July, 16 October and 16 January 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 Number (ISIN): ZAG000158593
Applicable 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/1421-applicable-pricing-supplement-nhm007-tap-execution

The details pertaining to the tap issuance of the NHM009 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM007 and NHM020 Notes, all issuing on 5 October 2021)
Instrument Code: NHM009
Tranche Number: 3
Nominal Amount: ZAR100 000 000
Issue Price: 101.44587%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      26 April, 26 July, 26 October and 26 January of each year until the Maturity Date
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 26 July 2021
Maturity Date: 26 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 April, 15 July, 15 October and 15 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 16 April to 25 April, 16 July to 25 July, 16 October to 25 October and 16 January to 25 January 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): 26 April, 26 July, 26 October and 26 January 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 Number (ISIN): ZAG000158866
Applicable 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/1422-applicable-pricing-supplement-nhm009-tap-execution

The details pertaining to the tap issuance of the NHM020 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM007 and NHM009 Notes, all issuing on 5 October 2021)
Instrument Code: NHM020
Tranche Number: 2
Nominal Amount: ZAR100 000 000
Issue Price: 100.83404%
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
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 25 August 2021
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 preceding the 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 Number (ISIN): ZAG000172594
Applicable 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/1420-applicable-pricing-supplement-nhm020-tap-execution

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

Johannesburg
4 October 2021

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.

Audited group annual results for the year ended 30 June 2021 and notice of annual general meeting

A key feature of the financial year (F2021) has been the positive response from the group’s operations to the ongoing challenges presented by COVID-19. Despite the tragic loss of two employees at Zondereinde in separate incidents during March 2021, the group has improved the health and safety of its employees and has achieved solid performances from all of the operations. This has led to the group producing equivalent refined metal in-line with the pre-COVID‑19 growth profile and at levels higher than last year.


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.

Key features:

  • Revenue of R32.6 billion.
  • Operating profit of R16.1 billion.
  • EBITDA of R16.7 billion.
  • Normalised headline earnings of R10.9 billion equating to R21.32 per share, up by 215.2%.
  • Profit after tax of R9.4 billion.
  • Earnings per share of R26.82 and headline earnings per share of R26.88.
  • Reduction of 28.9% in the total issued share capital compared to prior to implementation of the Transaction, which will positively impact future earnings calculations.
  • Net debt of R3.7 billion.

Financial results

A key feature of the financial year (F2021) has been the positive response from the group’s operations to the ongoing challenges presented by COVID-19. Despite the tragic loss of two employees at Zondereinde in separate incidents during March 2021, the group has improved the health and safety of its employees and has achieved solid performances from all of the operations. This has led to the group producing equivalent refined metal in-line with the pre-COVID‑19 growth profile and at levels higher than last year.

The group’s equivalent refined metal from own operations grew by 34.1% to 690 867 oz 4E (F2020: 515 370 oz 4E). This was despite the ongoing phased restart of operations, particularly impacting the conventional Zondereinde mine, where all mining crews had only fully returned to work by the end of March 2021. Group chrome concentrate production also increased, breaching one million tonnes for the first time. This comes off the back of higher concentrator throughput and improved yields at the Booysendal and Zondereinde mines.

Group unit cash costs per equivalent refined platinum ounce improved by 2.1% to R28 662/Pt oz (F2020: R29 281/Pt oz). Zondereinde mine’s unit cash costs improved by 5.7% to R30 350/Pt oz, with a corresponding improvement of 2.9% at Booysendal mine to R20 780/Pt oz, whilst unit cash costs at Eland mine increased by 46.0% to R42 928/Pt oz. Eland mine’s PGM production is currently derived from surface sources, and purchased at prevailing market prices, which led to this increase in unit cash costs.

Capital expenditure increased to R3.3 billion (F2020: R2.4 billion). This is the combined result of the restart of capital projects that had been curtailed following the onset of COVID-19, together with capital projects having either been completed, or nearing completion at Booysendal mine. R1.8 billion (F2020: R2.0 billion) was spent on expansionary capital expenditure and R1.5 billion (F2020: R382.2 million) on sustaining capital expenditure.

Highlights

    30 June 2021 30 June 2020 % Variance
Sales revenue R000 32 626 918 17 811 971 83.2
Operating profit R000 16 107 293 5 300 988 203.9
Operating profit margin % 49.4 29.8 65.8
Normalised headline earnings R000 10 867 830 3 447 779 215.2
Earnings per share cents 2 681.8 620.0 332.5
Headline earnings per share cents 2 687.9 619.5 333.9
Normalised headline earnings per share cents 2 131.9 676.3 215.2
EBITDA R000 16 655 317 6 023 379 176.5
EBITDA margin % 51.0 33.8 50.9
Capital expenditure R000 3 332 204 2 367 902 40.7

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 and, previously, the purchase of Zambezi Preference Shares.

The Zambezi Preference Share acquisition strategy enabled the acceleration of the maturity and wind-up of the Zambezi BEE Transaction. The objective of accelerating the maturity and wind-up of the Zambezi BEE Transaction was to permanently secure, unlock and transfer unencumbered value created within Zambezi and in so doing, remove maturation risk for both Northam and Zambezi Shareholders.

This has led to a meaningful return of value to shareholders, in a planned and responsible manner, through a reduction of 28.9% of the total issued share capital compared to prior to implementation of the Transaction.

Production growth across the group and favourable rand denominated PGM prices are expected to positively impact free cash flow generation in the short to medium-term, which the group is committed to return to shareholders in the future.

The group’s strategy is unchanged. We remain single-minded in our commitment to creating sustainable value for all of the group’s stakeholders and will continue to be bold, proactive and transparent in pursuing this.

In light of the substantial share repurchase, the board has resolved not to declare a final dividend for the year ended 30 June 2021 (F2020: R Nil per share). 

ANNUAL GENERAL MEETING

The annual general meeting of shareholders (“AGM”) will be held on Friday, 29 October 2021 at 10:00 to transact the business as stated in the Notice of Annual General Meeting 2021 (“notice of AGM 2021”). 

The AGM will be held entirely by way of electronic participation. Shareholders are encouraged to read the notice of AGM 2021 for information on how to attend electronically, participate in and vote at the AGM.

Shareholders are advised that the notice of AGM 2021, containing the summarised audited annual financial statements for the year ended 30 June 2021, will be distributed to shareholders today, 30 September 2021.

The annual integrated report 2021, the complete consolidated audited annual financial statements which incorporates the external auditor’s report in which Ernst & Young Inc. expressed an unmodified audit opinion and the notice of AGM 2021 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:

  2021
Record date to determine which shareholders are entitled to receive the notice of AGM 2021, on Thursday, 23 September
Distribution of the notice of AGM 2021 to shareholders, on Thursday, 30 September
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, 12 October
Record date to determine which shareholders are entitled to electronically attend, participate in and vote at the AGM, on Friday, 15 October
For administration purposes, forms of proxy to be lodged by 10:00 (SA time), on * Wednesday, 27 October
AGM to be held at 10:00 (SA time), on Friday, 29 October
Results of AGM expected to be published on SENS, on Friday, 29 October

* 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 of AGM 2021, 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/2021/JSE/ISSE/NPHE/AFS_2021.pdf and available on Northam Holdings’ 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 audit opinion thereon. The key audit matters contained in the auditor’s report are addressed on page 16 of the consolidated audited annual financial statements, which are available on Northam Holdings’ 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 auditor’s report, are also available at our registered office and at the offices of our sponsor for inspection, at no charge, during office hours.

On behalf of the board at Johannesburg on 30 September 2021.

DH Brown
Independent non-executive chairman
PA Dunne
Chief executive officer

Directors  
DH Brown (independent non-executive chairman)
TI Mvusi (lead independent non-executive director)
PA Dunne * (chief executive officer)
AH Coetzee (chief financial officer)
GT Lewis * (independent 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)
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

e-mail: trish.beale@norplats.co.za

PO Box 412694
Craighall, 2024
South Africa

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
30 September 2021

Northam scheme - update regarding 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 of Northam Holdings (“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, Tuesday, 7 September 2021, Wednesday, 15 September 2021 and Monday, 20 September 2021 as well as the announcement published by Northam on Friday, 11 June 2021, pertaining to the Composite Transaction.

  2. FOREIGN SHAREHOLDER RESTRICTIONS
  3. Foreign Shareholders are referred to 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.

    Foreign Shareholders (other than Foreign Shareholders located in the United States) are advised that, based on the information available to Northam Holdings including the information set out in the securities register, various exemptions available under the securities laws of one or more Restricted Jurisdictions in respect of the Northam Scheme Consideration became applicable. Accordingly, any Restricted Foreign Shareholder that qualified for such exemptions received the Northam Scheme Consideration on Monday, 20 September 2021, in terms of the Northam Scheme.

    Foreign Shareholders located in the United States who are qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the U.S. Securities Act) (“Eligible U.S. Shareholders”), and who (i) delivered an investor letter in a form satisfactory to Northam Holdings to the effect that such person is a QIB; and (ii) satisfied certain other requirements, received the Northam Scheme Consideration on Monday, 20 September 2021.

    Foreign Shareholders who (i) are located in the United States and unable to provide investor letters but held Northam Shares as custodians on behalf of underlying clients not located in the United States or (ii) otherwise consider themselves to be Eligible U.S. Shareholders, and who did not receive the Northam Scheme Consideration and who wish to receive the Northam Scheme Consideration (“Relevant U.S. Shareholders”), are hereby informed that they will have a further opportunity to submit the required investor letters and/or other relevant information for verification and/or confirmation of securities law exemptions being available, if applicable. Should the verification process for the Relevant U.S. Shareholder be successful, the Northam Scheme Consideration will be credited to the Relevant U.S. Shareholder’s account at their CSDP or broker.

    Relevant U.S. Shareholders are accordingly advised to submit completed investor letters and/or other relevant documentation to One Capital Advisory Proprietary Limited (“One Capital”) (investorletter@onecapital.co.za) as soon as possible so as to be received by no later than 12:00 (South African Standard Time) on Monday, 27 September 2021 for verification, failing which, the Northam Scheme Consideration in respect of the Northam Scheme Shares previously held by them will be sold and the net proceeds will be remitted to the Restricted Foreign Shareholders. A template investor letter can be obtained from One Capital (investorletter@onecapital.co.za).

    Relevant U.S. Shareholders should contact One Capital at investorletter@onecapital.co.za or on +27 11 550 5030 / 29 / 27, as soon as possible, if there are any queries on, inter alia, the investor letter, the documentation required for verification or the abovementioned process.

Johannesburg
21 September 2021

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

Attorneys to Northam Holdings and Northam
Webber Wentzel

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

Independent Sponsor to Northam Holdings and Northam for purposes of the Composite Transaction
Deloitte

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

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

Repurchase of 3.9% of the Northam Holdings shares in issue and further reduction in the issued share capital

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 (“Northam Circular”), accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021.


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 (“Northam Circular”), accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021.

Shareholders of Northam Holdings (“Shareholders”) are advised that Northam Holdings has accepted an irrevocable, unconditional offer (“Share Sale Offer”) from the Relevant Zambezi Shareholders to acquire, in aggregate, c. 14.6 million Northam Holdings Shares (“NPH Repurchase Shares”), representing 3.9% of the total issued share capital of Northam Holdings, for a purchase consideration of R165.29 per Northam Holdings Share (“Purchase Price”), (“NPH Repurchases”).

The Purchase Price represents a 16.1% discount to the 30 Day VWAP of a Northam Share as at 17 September 2021 (each Northam Share having been exchanged for a Northam Holdings Share pursuant to the implementation of the Northam Scheme). The aggregate Purchase Price in respect of the NPH Repurchases amounts to approximately R2.4 billion (“NPH Repurchase Consideration”).

Shareholders of Northam granted approval at the General Meeting held on Wednesday, 30 June 2021, for a repurchase by Northam Holdings of Northam Holdings Shares from the Relevant Zambezi Shareholders at a price not exceeding the prevailing 30 Day VWAP of a Northam Holdings Share / Northam Share at the relevant acquisition date. Northam accepted the Share Sale Offer pursuant to the Group’s continued efforts to execute on its strategy of returning meaningful value to Shareholders.

Northam Holdings will acquire the NPH Repurchase Shares from the Relevant Zambezi Shareholders, as detailed below:

Relevant Zambezi Shareholder

Number of NPH Repurchase

Shares

Number of Northam Holdings Shares held after the

NPH

Repurchases

Percentage of

NorthamHoldings Shares held after the NPH Repurchases

(note 1)

Atisa Platinum (RF) Proprietary Limited

3 527 835

-

0.0%

Malundi Resources (RF) Proprietary Limited

1 014 995

2 512 840

0.7%

Relevant Zambezi Shareholder

Number of NPH Repurchase

Shares

Number of Northam Holdings Shares held after the

NPH

Repurchases

Percentage of

NorthamHoldings Shares held after the NPH Repurchases

(note 1)

Mpilo Platinum (RF) Proprietary Limited

8 213 241

-

0.0%

Zambezi Platinum Women’s SPV (RF) Proprietary Limited

1 814 992

3 449 199

1.0%

Total

14 571 063

5 692 039

1.7%

Note 1: Percentage shareholding is determined with reference to the total number of Northam Holdings Shares in issue following implementation of the NPH Repurchases.

The NPH Repurchases will be implemented on or about 23 September 2021 in accordance with the terms of the agreements governing the Share Sale Offer. An application will be made to the JSE to terminate the listing of the NPH Repurchase Shares after implementation of the NPH Repurchase. The NPH Repurchase Shares will be cancelled and will revert to authorised but unissued Northam Holdings Shares.

Funding of the NPH Repurchase Consideration

The NPH Repurchase Consideration will be funded from the Group’s available cash and credit facilities, resulting in a decrease in cash and cash equivalents, an increase in the utilisation of credit facilities as well as a corresponding adjustment to stated capital, taking into account the effects of the aforesaid.

Impact on Northam Holdings Shares in issue

Following implementation of the NPH Repurchases, the total number of Northam Holdings Shares in issue will reduce from 376 787 216 to 362 216 153, with 1 Northam Holdings Share held in treasury.

Overall aggregate impact of the NPH Repurchases and the Transaction

Prior to the implementation of the Transaction (as further contemplated in the Northam Circular), Northam had 509 781 212 shares in issue. Accordingly, the Transaction and NPH Repurchases will collectively result in an aggregate 28.9% reduction in the total issued share capital compared to before implementation of the Transaction.

Northam’s total return of value to shareholders through the 28.9% reduction in share capital, including as a result of the acquisition of Zambezi Preference Shares, Northam Shares and Northam Holdings Shares, amounts to approximately R21.9 billion, of which R17.9 billion has been and will be applied in respect of the 2021 financial year and the 2022 financial year to-date.

Comparison of the Northam issued share capital before and after the Zambezi BEE Transaction, the Transaction and the NPH Repurchases

Prior to the implementation of the Zambezi BEE Transaction in May 2015, Northam had 397 586 090 shares in issue (“Pre-Zambezi Share Capital”).

The Zambezi BEE Transaction resulted in an increase in Northam’s issued share capital to 509 781 212.

Following implementation of the Transaction and the NPH Repurchases, the issued share capital will reduce to 362 216 153.

Accordingly, the Zambezi BEE Transaction, the Transaction and the NPH Repurchases will collectively result in an 8.9% reduction in the issued share capital, when compared to the Pre-Zambezi Share Capital.

The overall net reduction in issued share capital is attributable to, inter alia, the NPH Repurchases, the utilisation of a number of Northam Shares already in issue for purposes of the Zambezi BEE Transaction in 2015 (which shares have effectively now also been repurchased by Northam), as well as the acquisition by Northam of Zambezi Preference Shares.

Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “Northam believes that this additional share repurchase, executed at a 16.1% discount to the current 30 Day VWAP, will further enhance shareholder returns in the medium to long term. In conjunction with the successful implementation of the Transaction, very significant value accretion has been permanently crystallised and transferred to our Zambezi empowerment partners. All risks pertaining to a potential or perceived share overhang have now been fully addressed, in an orderly and capital efficient manner. Upon completion of the Transaction and this repurchase, Northam will have 8.9% less shares in issue when compared to before the 2015 Zambezi BEE Transaction, being a unique outcome in the context of a very successful empowerment transaction which delivered on all of Northam’s expectations and enabled the Group to substantially reposition itself in a counter-cyclical manner.

Johannesburg

20 September 2021

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

Attorneys to Northam Holdings and Northam
Webber Wentzel

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

Implementation of 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 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”).

KEY FEATURES OF THE COMPOSITE TRANSACTION

Acceleration of maturity and wind-up of the Zambezi BEE Transaction:

  • R10.5 billion of pre-tax value unlocked for Northam Group employees, communities and strategic BEE partners
  • 26.1% reduction in Northam’s issued share capital net of Treasury Shares
  • Extinguishment of the guarantee provided by Northam to Zambezi Preference Shareholders
  • Continuation of senior management’s incentive structure until 17 May 2025, ensuring retention of key individuals

The Extended BEE Transaction:

  • Creates flexibility to ensure compliance with the BEE ownership requirements set out in the Mining Charter in respect of existing mining rights and new mining rights through the introduction of Northam Holdings
  • c. 26.5% ownership by historically disadvantaged persons in Northam for a further 15 years
  • Emphasis on participation by Northam Group employees (excluding management and employees that participate in the Northam share incentive plan) and host and affected communities
  • Participation by other HDPs such as women’s groups and youth groups, through the proposed listing of HDP SPV on the BEE segment of the JSE

 

  1. INTRODUCTION

    Shareholders of Northam Holdings (“Shareholders”) are referred to the Scheme Documents as well as the combined announcements published by Northam Holdings and Northam 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.

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

  2. IMPLEMENTATION OF THE NORTHAM SCHEME

    Northam Holdings and Northam are pleased to advise that with effect from today, 20 September 2021, the Northam Scheme has been implemented, pursuant to which Northam Holdings has acquired all of the Northam Scheme Shares held by Northam Scheme Participants in exchange for Northam Holdings Shares, on a one-for-one basis, subject to the provisions set out in the Scheme Documents.

  3. OVERVIEW OF THE TRANSACTION
    • The Zambezi Scheme was implemented on Monday, 23 August 2021, whereby Northam acquired all of the remaining Zambezi Preference Shares not already held by it, resulting in Northam holding 100% of the Zambezi Preference Shares in issue. The Zambezi Preference Shares were subsequently delisted from the JSE.
    • On Monday, 6 September 2021, Northam, in its capacity as the Zambezi N Shareholder, assumed voting and economic control of Zambezi and Zambezi became a Subsidiary of Northam. Additionally, Zambezi made the Net Value Distribution, comprising a cash dividend and a dividend in specie of the Residual Northam Shares to the Zambezi Ordinary Shareholders.
    • Pursuant to the implementation of the Revised Accumulated Dividends Settlement, the Repurchase and the ESOP Repurchase (collectively, the “Transaction Repurchases”), Northam repurchased, 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, which Northam Shares were cancelled.
    • Following the implementation of the Transaction Repurchases, Northam has a total of 417 828 154 Northam Shares in issue, of which 41 040 939 Northam Shares are held by Zambezi as Treasury Shares, resulting in an effective 26.1% decrease in the number of Northam Shares in issue prior to the implementation of the Transaction, net of Treasury Shares.

    The remaining components of the Transaction, comprising, inter alia, the facilitation of the payment of the Zambezi Taxes, the Zambezi Preference Share Redemption and the voluntary winding up of Zambezi, will be implemented in due course in accordance with the terms and conditions set out in the Scheme Documents.

  4. OVERVIEW OF THE NORTHAM GROUP FOLLOWING IMPLEMENTATION OF THE NORTHAM SCHEME

    As a result of the implementation of the Northam Scheme, today, 20 September 2021, Northam Holdings holds 100% of all Northam Shares in issue (excluding Treasury Shares) and Northam is a subsidiary of Northam Holdings. The total number of Northam Holdings Shares in issue amounts to 376 787 216. In terms of paragraph 11.8B of the JSE Listings Requirements, Northam Holdings confirms that the level of public shareholders envisaged in paragraph 4.25 and 4.26 of the JSE Listings Requirements has been achieved.

    The introduction of Northam Holdings optimises the Northam Group structure for compliance with the HDP ownership requirements set out in the Mining Charter.

    The organogram below depicts the Northam Group following implementation of the Transaction (as detailed above) and the Northam Scheme.

    Overview of the Northam Group

    Overview of the Northam Group

    Northam is an independent, integrated mine to market PGM producer and its existing core business assets are the Zondereinde, Booysendal and Eland mine complexes, together with the smelter complex located at the Zondereinde mine. Its primary products are the three main PGMs – platinum, palladium and rhodium – and gold (“4E”). More information pertaining to the Northam Group, including its financial performance, operational performance, health and safety performance, mineral resources and mineral reserves can be found on the Northam Group website at www.northam.co.za.

    Prospects of the Northam Group

    In 2015, the Northam Group embarked on a four-phased growth strategy and invested significant financial resources to increase its PGM production safely, efficiently and sustainably against the sector trend of depleting supply. The medium-term production target of 1 million 4E ounces per annum is fully funded and on track for the 2026 financial year. The Northam Group commenced with phase four of the growth strategy (return value to shareholders) with the purchase of Zambezi Preference Shares in the second half of the 2016 calendar year and is well positioned to continue returning value to Shareholders. The Northam Group continues to assess available growth strategies.

  5. UPDATE REGARDING THE EXTENDED BEE TRANSACTION

    The next phase of the Composite Transaction is the implementation of the Extended BEE Transaction in accordance with the terms and conditions contained in the Scheme Documents, which is expected to occur within the next 12 to 24 months. Upon implementation of the Extended BEE Transaction, ownership in Northam by HDPs will be restored to up to 26.5% (net of Treasury Shares) for up to 15 years, with an emphasis on participation by Employees and Communities.

  6. NORTHAM BOARD RESPONSIBILITY STATEMENT

    The Northam Board (to the extent that the information relates to Northam) 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 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. Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “This is a very special day for Northam.Theimplementation of the Northam Scheme, combined with the listing of Northam Holdings, represents a significant milestone in Northam’s history and we appreciate the efforts of all the parties involved in making this landmark transaction possible. We are especially grateful for the overwhelming support received from our shareholders and we look forward to further value creation for all stakeholders as the Group continues to execute on its growth strategy.

    Johannesburg
    20 September 2021

    Corporate Advisor to Northam and
    Northam Holdings

    One Capital Advisory Proprietary Limited

    Attorneys to Northam and Northam Holdings
    Webber Wentzel

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

    Independent Sponsor to Northam and Northam Holdings
    Deloitte

    Northam Holdings Directors: David Hugh Brown (Chairman)*^; Hester Helena Hickey*^; Dr Noluyolo Yoza Jekwa*^; Glyn Tudor Lewis*^; Mcebisi Hubert Jonas*^; Tebogo Emily Kgosi^; Temba Irvine Mvusi*^; Jean Johannes Nel*^; John Gabriel Smithies*^; Paul Anthony Dunne (Chief Executive Officer); Aletta Helena Coetzee (Chief Financial Officer)

    Northam Directors: David Hugh Brown (Chairman)*^; Hester Helena Hickey*^; Paul Anthony Dunne (Chief Executive Officer); Aletta Helena Coetzee (Chief Financial Officer)

    * Independent ^ Non-executive

    Foreign Shareholders

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

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

Interest payment notification – NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Wednesday, 25 August 2021:


Northam bondholders are advised of the following interest payments due on Wednesday, 25 August 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.433%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R28 558 115.47
Payment Date: 25 August 2021
Date Convention: Following Business Day

Bond Code: NHM019
ISIN: ZAG000168105
Coupon: 7.683%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R16 266 910.68
Payment Date: 25 August 2021
Date Convention: Following Business Day

Bond Code: NHM020
ISIN: ZAG000172594
Coupon: 7.433%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R2 473 050.74
Payment Date: 25 August 2021
Date Convention: Following Business Day

Johannesburg
20 August 2021

Debt Sponsor
One Capital

Interest payment notification – NHM011

Northam bondholders are advised of the following interest payment due on Tuesday, 24 August 2021:


Northam bondholders are advised of the following interest payment due on Tuesday, 24 August 2021:

Bond Code: NHM011
ISIN No: ZAG000159237
Coupon: 7.425%
Interest Period: 24 May 2021 to 23 August 2021
Interest Amount Due: R11 565 912.33
Payment Date: 24 August 2021
Date Convention: Following Business Day

Johannesburg
19 August 2021

Debt Sponsor
One Capital

Interest payment notification – NHM014

Northam bondholders are advised of the following interest payment due on Friday, 20 August 2021:


Northam bondholders are advised of the following interest payment due on Friday, 20 August 2021:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 6.175%
Interest Period: 20 May 2021 to 19 August 2021
Interest Amount Due: R337 747.12
Payment Date: 20 August 2021
Date Convention: Following Business Day

Johannesburg
17 August 2021

Debt Sponsor
One Capital

Trading Statement

In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements (“JSE 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 (“JSE 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.

The group expects to deliver a solid set of financial results for the year ended 30 June 2021 (“F2021”), underpinned by production growth and an increase in PGM commodity prices, despite the backdrop of the ongoing global COVID-19 pandemic.

The table below provides the key financial features for F2021 which the group expects to report, compared to those reported for the year ended 30 June 2020 (“F2020”):

 

Forecast 30 June 2021 Actual 30 June 2020 % variance
Basic earnings per share (cents) 2 650.8 – 2 712.8 620.0 327.5% – 337.5%
Headline earnings per share (cents) 2 656.9 – 2 718.9 619.5 328.9% – 338.9%
Normalised headline earnings per share (cents) 2 098.1 – 2 165.7 676.3 210.2% – 220.2%
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.

The forecast financial information is based on draft financial results for Northam for the year ended 30 June 2021 (the “draft financial results”), which has been prepared using accounting policies that are consistent with previously published results of Northam. These draft financial results provide the board of directors of Northam with a reasonable degree of certainty that the financial results for F2021 will differ by at least 20% from the financial results for F2020.

The financial information included in this announcement constitutes forecast financial information in terms of regulations 111(9) and 111(10) of the Companies Regulations, 2011, and is the responsibility of the board of directors of Northam.

Northam’s auditors, Ernst & Young Incorporated, have issued a report on the forecast financial information contained in this announcement in accordance with regulations 111(9) and 111(10) of the Companies Regulations, 2011, which is available for inspection at Northam’s registered offices. The draft financial results for F2021 have not been audited or reported on by Northam’s auditors.

The audited results for the year ended 30 June 2021 are expected to be published on or about 30 September 2021.

Johannesburg
16 August 2021

Sponsor and Debt Sponsor
One Capital

Northam’s Zondereinde mine concludes a five-year wage agreement

Northam is pleased to advise that wage negotiations at its Zondereinde mine (“Zondereinde”) with the representative union, the National Union of Mineworkers (“NUM”), have been concluded.


Northam is pleased to advise that wage negotiations at its Zondereinde mine (“Zondereinde”) with the representative union, the National Union of Mineworkers (“NUM”), have been concluded.

The wage agreement is effective from 1 July 2021 and assures Zondereinde employees of increases to all major components of remuneration over the next five years. The agreement is aligned with industry settlements and takes into consideration the reality of inflationary pressures faced by our employees.

The wage agreement secures five years of stability at Zondereinde and has been achieved through a collaborative, respectful and constructive engagement process between Northam and NUM, without requiring intervention or mediation by third parties. The agreement provides both Northam and our Zondereinde employees with certainty and allows a singular focus on the pursuit of safe and sustainable production.

Paul Dunne, Northam’s chief executive officer, said: “We appreciate the mature and constructive manner in which the wage agreement has been concluded and recognise the positive impact on the sustainability of Northam’s operations.”

Johannesburg
12 August 2021

Sponsor and Debt Sponsor
One Capital

Interest payment notification - NHM016

Northam bondholders are advised of the following interest payment due on Wednesday, 11 August 2021:


Northam bondholders are advised of the following interest payment due on Wednesday, 11 August 2021:

Bond Code: NHM016
ISIN No: ZAG000167750
Coupon: 7.925% per annum
Interest Period: 11 May 2021 to 10 August 2021
Interest Amount Due: R22 891 080.18
Payment Date: 11 August 2021
Date Convention: Following Business Day

Johannesburg
5 August 2021

Debt Sponsor
One Capital

Update regarding the composite transaction – Zambezi scheme becomes wholly unconditional and salient dates and times

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”).

Click here to download full announcement

Zambezi scheme becomes wholly unconditional, confirmation of the Zambezi offer consideration and salient dates and times

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the circular posted to holders of preference shares and ordinary shares in the issued share capital of Zambezi, dated Monday, 21 June 2021 (“Zambezi Scheme Circular”).


Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the circular posted to holders of preference shares and ordinary shares in the issued share capital of Zambezi, dated Monday, 21 June 2021 (“Zambezi Scheme Circular”).

  • INTRODUCTION

    Preference Shareholders are referred to the Zambezi Scheme Circular as well as the announcements published on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Friday, 11 June 2021, Monday, 21 June 2021, Wednesday, 30 June 2021 and Tuesday, 20 July 2021 pertaining to, inter alia, the Zambezi Scheme.

  • ZAMBEZI SCHEME BECOMES WHOLLY UNCONDITIONAL

    Preference Shareholders are advised that all of the Zambezi Scheme Conditions have been timeously fulfilled or waived. Accordingly, the Zambezi Scheme has become wholly unconditional and will be implemented in accordance with the salient dates and times set out below.

  • ZAMBEZI OFFER CONSIDERATION

    Subject to there being no changes to the Prime Rate between the date of this announcement and the Zambezi Scheme Record Date, the Zambezi Offer Consideration as at the Zambezi Scheme Implementation Date on Monday, 23 August 2021 shall amount to R102.40 per Zambezi Scheme Share, being the Face Value per Zambezi Preference Share of R88.28, plus a 15.99% premium thereon.

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

  • SALIENT DATES AND TIMES (refer to notes 1 and 2)

Event

2021

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

Tuesday, 17 August

Suspension of listing of Zambezi Preference Shares at the commencement of trade on the JSE, on

Wednesday, 18 August

Zambezi Scheme Record Date, on

Friday, 20 August

Zambezi Scheme Implementation Date, on

Monday, 23 August

Settlement of the Zambezi Offer Consideration, to be paid electronically to the Zambezi Scheme Participants who are Certificated Shareholders, if the Form of Surrender (pink) and Documents of Title are received by the Transfer Secretaries on or before 12:00 on the Zambezi Scheme Record Date, on

Monday, 23 August

Zambezi Scheme Participants who are Dematerialised Shareholders to have their accounts held at their CSDP debited with the Zambezi Preference Shares and the Zambezi Offer Consideration credited, on

Monday, 23 August

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

Tuesday, 24 August

Notes:

  • The dates and times are subject to change, with the approval of the JSE, if required. Any such change will be published on SENS.
  • All times are in South African Standard Time, unless otherwise stated.
  • Zambezi Preference Shareholders should note that, since trades in Zambezi Preference Shares are settled by way of the electronic settlement system used by Strate Proprietary Limited, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may participate in the Zambezi Scheme, provided that they acquire Zambezi Preference Shares on or prior to the Zambezi Scheme LDT and hold such Zambezi Preference Shares on the Zambezi Scheme Record Date.
  • No Dematerialisation or rematerialisation of Zambezi Preference Shares by Preference Shareholders may take place on or after the Business Day following the Zambezi Scheme LDT.

Mr Brian Mosehla, chairman of the Zambezi Board, commented “Zambezi is extremely grateful to have been Northam’s BEE partner in this historic transaction and is proud to be returning significant value to all shareholders through the implementation of the Zambezi Scheme and the Transaction.

Johannesburg
5 August 2021

Corporate advisor to Zambezi
Nisela Capital Proprietary Limited

Corporate advisor to Northam
One Capital Advisory Proprietary Limited

Attorneys to Zambezi
Cliffe Dekker Hofmeyr Inc.

Attorneys to Northam
Webber Wentzel

Transaction and debt sponsor to Zambezi
One Capital Sponsor Services Proprietary Limited

Transaction, equity and debt sponsor to Northam
One Capital Sponsor Services Proprietary Limited

Foreign Shareholders are referred to the disclaimer in the announcement published on SENS on Monday, 21 June 2021 which applies to this announcement.

Interest payment notification – NHM009

Northam bondholders are advised of the following interest payment due on Monday, 26 July 2021:


Northam bondholders are advised of the following interest payment due on Monday, 26 July 2021:

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.425%
Interest Period: 26 April 2021 to 25 July 2021
Interest Amount Due: R7 404 657.53
Payment Date: 26 July 2021
Date Convention: Following Business Day

Johannesburg
21 July 2021

Debt Sponsor
One Capital

Update regarding the composite transaction – adoption of the Zambezi shareholder resolutions by the relevant Zambezi shareholders

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, inter alia, 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 and Tuesday, 6 July 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. As stated in the Scheme Documents and the announcement published on SENS on Monday, 21 June 2021, implementation of the Composite Transaction is conditional upon the fulfilment or waiver of certain conditions precedent, including the adoption by the relevant Zambezi Shareholders of the resolutions required to approve and implement the Zambezi Scheme and the Transaction (collectively, the “Zambezi Shareholder Resolutions”).

    Shareholders are advised that the Zambezi Shareholder Resolutions have been adopted by the relevant Zambezi Shareholders.

    Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.  A further announcement will be published in due course wherein Shareholders will be provided with an update on the revised salient dates and times pertaining to the Composite Transaction, to the extent required.

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

  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 their 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 Officer, commented “Northam is grateful to have received support in excess of 99.9% from both the Zambezi preference shareholders and the Zambezi ordinary shareholders, following similarly overwhelming support received from Northam’s ordinary shareholders.  The support for the transaction, particularly in light of the very high voting turnout amongst all three groups of shareholders, bodes well for Northam and all its stakeholders entering the next phase of the company’s growth and development.

Johannesburg
20 July 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.

Interest payment notification – NHM007

Northam bondholders are advised of the following interest payment due on Friday, 16 July 2021:


Northam bondholders are advised of the following interest payment due on Friday, 16 July 2021:

Bond Code:

NHM007
ISIN No:

ZAG000158593
Coupon:

7.425%

Interest Period:

16 April 2021 to 15 July 2021

Interest Amount Due:

R5 390 331.45

Payment Date:

16 July 2021

Date Convention:

Following Business Day

Johannesburg
13 July 2021

Debt Sponsor
One Capital

Listing of tap issuance – NHM018

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM018 (“Notes”), issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 July 2021.


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM018 (“Notes”), issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 July 2021.

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 904 022 841 (including this issue)
Instrument Code: NHM018
Tranche Number: 5
Nominal Amount: ZAR150 000 000
Issue Price: 100.91640%
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 Rate
Issue Date: 9 July 2021
Interest Commencement Date: 25 May 2021
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 preceding the 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 Number (ISIN): ZAG000168097
Applicable 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/1380-applicable-pricing-supplement-nhm018-tap-issue

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

Johannesburg
8 July 2021

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.

Update regarding the composite transaction – competition tribunal approval

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
  2. 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 and Wednesday, 30 June 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  3. UPDATE REGARDING THE COMPOSITE TRANSACTION
  4. Northam is pleased to advise Shareholders that on Monday, 5 July 2021, the Competition Tribunal of South Africa unconditionally approved the merger of Northam and Northam Holdings pursuant to the Composite Transaction. Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.

    A further announcement will be published in due course wherein Shareholders will be provided with an update on the revised salient dates and times pertaining to the Composite Transaction, to the extent required.

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

  5. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT
  6. 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
  8. 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 their 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 Officer, commented “The Competition Tribunal approval represents a significant step in the process of executing on our shareholders’ mandate to implement the composite transaction. The next key step will be to obtain the relevant Zambezi shareholder approvals on 20 July 2021 and we are pleased with the high level of commitments in place from both Zambezi preference shareholders and Zambezi ordinary shareholders.”

Johannesburg
6 July 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.

Results of the general meeting and update regarding the composite transaction

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 and Monday, 21 June 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

  2. RESULTS OF THE GENERAL MEETING

    Shareholders are advised that at the General Meeting held on Wednesday, 30 June 2021, all of the resolutions as set out in the Notice of General Meeting (“Resolutions”) were approved and adopted by the requisite majority of Shareholders.

    Shareholders holding 462 978 749 Northam Shares, constituting 90.82% of the total Northam Shares in issue, participated by electronic communication or were represented by proxy at the General Meeting.

    Each Resolution, together with the number and percentage of Northam Shares voted, the percentage of Northam Shares abstained, and the percentage of votes carried for and against each Resolution, are as follows:

     

    Northam Shares voted For Against Abstained

    Special Resolution 1 – Approval of the Share Acquisitions Scheme in terms of section 48(8)(b) as read with sections 114(1) and 115(2)(a) of the Companies Act

    303 021 606

    59.44%
    99.92% 0.08% 0.01%

    Special Resolution 2 – Revocation of Special Resolution 1 if the Share Acquisitions Scheme terminates

    462 927 059

    90.81%
    99.95% 0.05% 0.01%

    Special Resolution 3 – Approval of the acquisition of Northam Shares pursuant to the Revised Accumulated Dividends Settlement, the Repurchase, the Zambezi Preference Share Redemption and the acquisition of Zambezi Retention Shares (if applicable) in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements

    303 021 584
    59.44%
    99.92% 0.08% 0.01%

    Special Resolution 4 – Approval of the ESOP Repurchase in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements

    462 885 696

    90.80%
    99.95% 0.05% 0.01%

    Special Resolution 5 – Approval of the Northam Scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act

    462 926 746

    90.81%
    99.95% 0.05% 0.01%

    Special Resolution 6 – Revocation of Special Resolution 5 if the Northam Scheme is terminated

    462 926 746

    90.81%
    99.95% 0.05% 0.01%

    Special Resolution 7 – Approval of financial assistance in terms of sections 44 and 45 of the Companies Act

    462 926 746


    90.81%

    99.91% 0.09% 0.01%

    Special Resolution 8 – Approval of the issue of Northam Shares pursuant to the BEE SPV Subscriptions in terms of section 41 of the Companies Act

    462 926 246

    90.81%
    99.85% 0.15% 0.01%

    Special Resolution 9 – Approval of the BEE Trust Repurchases in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements

    462 886 009

    90.80%
    99.91% 0.09% 0.01%

    Special Resolution 10 – Approval of the Relevant Zambezi Shareholder Repurchases in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements

    462 926 746

    90.81%
    99.91% 0.09% 0.01%

    Ordinary Resolution 1 – Approval of the Northam SIP Amendments in terms of paragraph 14.2 of Schedule 14 of the JSE Listings Requirements

    462 724 106

    90.77%
    90.96% 9.04% 0.05%

    Ordinary Resolution 2 – Approval of the HDP SPV Subscription in terms of paragraph 5.51(g) of the JSE Listings Requirements

    462 926 746

    90.81%
    99.91% 0.09% 0.01%

    Ordinary Resolution 3 – Approval of the Northam Zambezi Ordinary Share Subscription in accordance with paragraph 10.4(e) of the JSE Listings Requirements

    303 020 793

    59.44%
    99.86% 0.14% 0.01%

    Ordinary Resolution 4 – Approval of the HDP SPV Share Issue and the BEE SPV Share Issues in accordance with paragraph 3.35 as read with paragraph 9.20(b) of the JSE Listings Requirements

    462 927 246

    90.81%
    99.91% 0.09% 0.01%

    Notes:

    • Percentages of Northam Shares voted are calculated in relation to the total issued share capital of Northam.
    • Percentage of Northam Shares voted for and against are calculated in relation to the total number of Northam Shares voted in respect of the relevant Resolution.
    • Abstentions are calculated as a percentage in relation to the total issued share capital of Northam.

  3. UPDATE REGARDING THE COMPOSITE TRANSACTION

    Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.

    A further announcement will be published in due course wherein Shareholders will be provided with an update on the revised salient dates and times pertaining to the Composite Transaction, to the extent required.

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

  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 their 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 Officer, commented “The benefits of this landmark transaction have been confirmed by the overwhelming support that Northam has received with 99.9% shareholder approval. We are immensely grateful for the support that Northam continues to receive from its shareholders and the Board and Management remain committed to proactively creating and delivering shareholder value following a share buy-back in excess of 25%. The Zambezi transaction transformed Northam in many respects and the composite transaction positions Northam very well for the future. We look forward to the remaining conditions being fulfilled and to execute on the mandate given by Northam shareholders today.”

Johannesburg
30 June 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.

Download announcement

Northam secures a further R1.0 billion of funding facilities

Northam is pleased to announce that it has increased its available bank funding facilities by R1.0 billion, from R4.0 billion to R5.0 billion.


Northam is pleased to announce that it has increased its available bank funding facilities by R1.0 billion, from R4.0 billion to R5.0 billion. The increase comprises a R500 million increase in the existing revolving credit facility (“RCF”) from R3.5 billion to R4.0 billion, and a R500 million increase in the existing general banking facility (“GBF”) from R500 million to R1.0 billion. The interest rates on both the RCF and the GBF remain unchanged.

Paul Dunne, Northam’s Chief Executive, said “Whilst the RCF and GBF are currently fully undrawn, Northam has reviewed and increased its credit facilities to ensure these remain in step with the significant increase in the Company’s scope of operations.  Northam is pleased to have secured additional facilities on the same commercial terms”.

Johannesburg
30 June 2021

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Webber Wentzel

Sole Mandated Lead Arranger, Original Lender and Facility Agent in respect of the RCF and GBF
Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division)

Changes to the board of directors

Northam shareholders (“shareholders”) are referred to the announcement published on SENS on Friday, 27 November 2020, wherein shareholders were advised that, as part of the planned winding up of the empowerment transaction concluded between Northam and Zambezi Platinum (RF) Limited (“Zambezi”) in May 2015 (“Zambezi Platinum transaction”) and the orderly handover of the duties of chairman pursuant thereto, Mr KB Mosehla would retire as chairman of the board of directors of Northam (“board”) and as a director of Northam (“director”). Mr Mosehla’s planned retirement was communicated to be with effect from the earlier of (i) the date upon which all approvals have been obtained in respect of the proposed acceleration of the maturity of the Zambezi Platinum transaction; or (ii) 30 June 2021 (“retirement date”).


Northam shareholders (“shareholders”) are referred to the announcement published on SENS on Friday, 27 November 2020, wherein shareholders were advised that, as part of the planned winding up of the empowerment transaction concluded between Northam and Zambezi Platinum (RF) Limited (“Zambezi”) in May 2015 (“Zambezi Platinum transaction”) and the orderly handover of the duties of chairman pursuant thereto, Mr KB Mosehla would retire as chairman of the board of directors of Northam (“board”) and as a director of Northam (“director”). Mr Mosehla’s planned retirement was communicated to be with effect from the earlier of (i) the date upon which all approvals have been obtained in respect of the proposed acceleration of the maturity of the Zambezi Platinum transaction; or (ii) 30 June 2021 (“retirement date”).

In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are hereby advised that:

  • Following the orderly handover of Mr Mosehla’s duties and the pre-announced retirement date, Mr Mosehla has resigned as chairman of the board with effect from 21 June 2021 but will remain a director until the retirement date, whereupon his retirement as a director will become effective.
  • Mr DH Brown, currently the lead independent director, has been appointed as chairman of the board with effect from 22 June 2021. Mr Brown has served as a member of the board since 7 November 2017 and was appointed as the lead independent director on 1 November 2020.

The members of the board would like to express their appreciation to Mr Mosehla for his valuable contribution to the company during his tenure as chairman of the board and welcome Mr Brown in his new role.

Paul Dunne, Northam’s Chief Executive Officer, commented “Northam is immensely appreciative of Mr Mosehla’s contribution and leadership as chairman of the board during a very important period of accelerated growth and development for the company. Mr Mosehla was instrumental in Northam successfully concluding its empowerment transaction with Zambezi in 2015 that provided the necessary funding, empowerment credentials and platform for Northam’s growth. We wish Mr Mosehla well in his future endeavours. We welcome Mr Brown as chairman and look forward to his ongoing contribution in his new capacity.

Johannesburg
22 June 2021

Sponsor and Debt Sponsor
One Capital

Update regarding the Composite Transaction

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 (“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 (“Scheme Documents”).

  • 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, and Monday, 31 May 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
    To obtain a thorough understanding of the Composite Transaction, Shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in the Scheme Documents.

  • UPDATE REGARDING THE COMPOSITE TRANSACTION
    • Zambezi Scheme Circular, Zambezi Disposals Circular and Zambezi meetings
      • As stated in the Scheme Documents, implementation of the Composite Transaction is conditional upon the fulfilment or waiver of certain conditions precedent (“Conditions Precedent”), including the adoption by the relevant Zambezi Shareholders of the resolutions required to approve and implement the Zambezi Scheme and the Transaction (collectively, the “Zambezi Shareholder Resolutions”).
      • Shareholders are advised that the Zambezi Scheme Circular and Zambezi Disposals Circular (collectively, the “Zambezi Circulars”) will be posted to the relevant Zambezi Shareholders today, 21 June 2021. The Zambezi Scheme Circular and Zambezi Disposals Circular are available on Zambezi’s website at  https://www.northam.co.za/downloads/send/152-2021/1372-joint-scheme-circular and at https://www.northam.co.za/downloads/send/152-2021/1373-circular-to-zambezi-ordinary-shareholders respectively.
      • The Zambezi Circulars incorporate notices convening the relevant general meetings of Zambezi Shareholders, to be held on Tuesday, 20 July 2021, in order to consider and, if deemed appropriate, approve the Zambezi Shareholder Resolutions (“Zambezi Meetings”).
      • Northam will publish a further announcement on SENS in due course regarding the results of the Zambezi Meetings.
    • Extension of the date for fulfilment or waiver of certain Conditions Precedent
      • As set out in the Scheme Documents, the dates for fulfilment or waiver of the Conditions Precedent may be extended by Northam, from time to time.
      • Shareholders are hereby advised that the date for fulfilment or waiver of:
        • the Transaction Conditions envisaged in:
          • paragraph 10.2.1.7 of the Circular and paragraph 1.7 of annexure 6 to the Northam Holdings Prospectus, has been extended from 30 June 2021 to 30 July 2021; and
          • paragraph 10.2.1.9 of the Circular and paragraph 1.9 of annexure 6 to the Northam Holdings Prospectus, has been extended from 16 August 2021 to 23 August 2021; and
        • the Extended BEE Transaction Conditions envisaged in:
          • paragraph 26.1.6 of the Circular and paragraph 3.1.4.1.6 of section 2 of the Northam Holdings Prospectus, has been extended from 16 August 2021 to 23 August 2021; and
          • paragraph 26.1.7 of the Circular and paragraph 3.1.4.1.7 of section 2 of the Northam Holdings Prospectus, has been extended from 27 August 2021 to 3 September 2021.
  • 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 import of such information.

  • 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 their 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 import of such information.

Johannesburg
21 June 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

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

Further shareholder and Zambezi preference shareholder support for the early maturity of the Zambezi BEE transaction and implementation of the extended BEE transaction and disclosure of the forecast exchange rate assumptions applied in the relevant independent expert reports

  • 65.8% total support from Shareholders (including the Northam Shares held by Zambezi)
  • 50.2% total support from Shareholders (excluding the Northam Shares held by Zambezi)
  • 97.5% total support from Zambezi Preference Shareholders (including Zambezi Preference Shares held by Northam)
  • 80.1% total support from Zambezi Preference Shareholders (excluding Zambezi Preference Shares held by Northam)
  • The support obtained from Zambezi Preference Shareholders is adequate to pass all Zambezi Pref Shareholder Resolutions


  • 65.8% total support from Shareholders (including the Northam Shares held by Zambezi)
  • 50.2% total support from Shareholders (excluding the Northam Shares held by Zambezi)
  • 97.5% total support from Zambezi Preference Shareholders (including Zambezi Preference Shares held by Northam)
  • 80.1% total support from Zambezi Preference Shareholders (excluding Zambezi Preference Shares held by Northam)
  • The support obtained from Zambezi Preference Shareholders is adequate to pass all Zambezi Pref Shareholder Resolutions

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

1. INTRODUCTION

Shareholders are referred to the Announcement published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, and the Scheme Documents regarding the Composite Transaction, including, inter alia:

1.1. the Transaction entailing the proposed acceleration of the maturity of the Zambezi BEE Transaction; and

1.2. the proposed Extended BEE Transaction to restore ownership by historically disadvantaged persons in Northam to up to 26.5% (net of treasury shares), with an emphasis on participation by Northam group employees and host and affected communities.

2. FURTHER SHAREHOLDER AND ZAMBEZI PREFERENCE SHAREHOLDER SUPPORT FOR THE COMPOSITE TRANSACTION

Shareholders were advised in the Announcement and the Circular that Northam had obtained support from various asset managers acting on behalf of their clients, Shareholders, Zambezi Ordinary Shareholders and Zambezi Preference Shareholders, in support of the relevant resolutions required to implement the Composite Transaction.

Northam is pleased to advise that since the publication of the Announcement and the Circular, further support has been obtained from Shareholders and Zambezi Preference Shareholders, as set out in more detail below.

2.1. Total support from Shareholders and asset managers acting on behalf of their clients, in the form of binding irrevocables and letters of support, in respect of the Northam Shareholder Resolutions, represents 65.8% of all of the Northam Shares (including the Northam Shares held by Zambezi) is as follows:

  Support including Zambezi
(note 3)
Support excluding Zambezi
(note 3)
Zambezi (note 1) 31.4% -
Public Investment Corporation (SOC) Limited 12.9% 18.8%
Coronation Asset Management Proprietary Limited (acting on behalf of its clients) (note 2) 5.4% 7.9%
Fairtree Asset Management Proprietary Limited (acting on behalf of its clients) 3.6% 5.3%
Allan Gray Proprietary Limited (acting on behalf of its clients) 3.5% 5.1%
Prudential Investment Managers (South Africa) Proprietary Limited (acting on behalf of its clients) (note 2) 2.7% 3.9%
Sanlam Investment Management Proprietary Limited (acting on behalf of its clients) 2.6% 3.8%
Old Mutual Investment Group Proprietary Limited (acting on behalf of its clients) 2.4% 3.5%
Abax Investments Proprietary Limited (acting on behalf of its clients) 0.8% 1.2%
STANLIB Multi-Asset & Equity (acting on behalf of its clients) 0.5% 0.7%
Total support (rounding differences may occur) 65.8% 50.2%

Notes:

  1. Zambezi will not vote on certain Northam Shareholder Resolutions.
  2. Coronation Asset Management Proprietary Limited and Prudential Investment Managers (South Africa) Proprietary Limited have provided letters of support to vote in favour of the Northam Shareholder Resolutions.
  3. Percentage shareholding is reflected as at Thursday, 3 June 2021, being the last practicable date prior to the finalisation of this announcement.

2.2. Total support from Zambezi Preference Shareholders, in the form of binding irrevocables, in respect of the Zambezi Pref Shareholder Resolutions, represents 97.5% of all of the Zambezi Preference Shares, inclusive of the Zambezi Preference Shares held by Northam. To the extent that Northam is precluded from voting on any of the Zambezi Pref Shareholder Resolutions, the total support represents 80.1% of the Zambezi Preference Shares eligible to vote on the Zambezi Pref Shareholder Resolutions. The level of support obtained is adequate to pass all Zambezi Pref Shareholder Resolutions.

3. DISCLOSURE OF THE FORECAST EXCHANGE RATE ASSUMPTIONS APPLIED IN THE RELEVANT INDEPENDENT EXPERT REPORTS

Shareholders are hereby advised that the Independent Expert Reports as set out in annexures 3 and 4 of the Circular (“Relevant Independent Expert Reports”) have been updated to include disclosure of the forecast exchange rate assumptions applied in preparing the Relevant Independent Expert Reports. The updated Relevant Independent Expert Reports are available on Northam’s website at https://www.northam.co.za/downloads/send/154-composite-transaction/1369-ie-report-share-acquisitions-scheme-and-the-northam-zambezi-ordinary-share-subscription and https://www.northam.co.za/downloads/send/154-composite-transaction/1368-ie-report-northam-share-scheme-and-the-extended-bee-transaction. Apart from the inclusion of the aforementioned forecast exchange rate assumptions in the tables on pages 6 and 7 of the updated Relevant Independent Expert Reports, no other changes have been made to the Relevant Independent Expert Reports and the valuation ranges and opinions set out therein remain unchanged.

4. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

The Independent Board and Northam Board 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 import of such information.

Johannesburg
11 June 2021

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

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

Attorneys to Northam and Northam Platinum Holdings Limited
Webber Wentzel

Independent Expert to Northam
BDO Corporate Finance Proprietary Limited

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

Transactions in securities

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to Northam shareholders, accompanied by the prospectus in respect of Northam Platinum Holdings Limited, dated Monday, 31 May 2021.


Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to Northam shareholders, accompanied by the prospectus in respect of Northam Platinum Holdings Limited, dated Monday, 31 May 2021.

  • INTRODUCTION

Shareholders are referred to the announcement published by the Company on SENS today,

11 June 2021, regarding additional support for the Composite Transaction obtained from, inter alia, Zambezi Preference Shareholders (“Additional Support Announcement”)

  • TRANSACTIONS IN SECURITIES

The additional support obtained from Zambezi Preference Shareholders today, 11 June 2021 (as detailed in the Additional Support Announcement), has been obtained from, inter alia, a director of Northam and certain associates of a director of a major subsidiary of Northam (as set out below), in their capacity as Zambezi Preference Shareholders.

Implementation of the Zambezi Scheme will amount to a disposal of Zambezi Preference Shares by Zambezi Preference Shareholders who are participants in the Zambezi Scheme, for a cash consideration per Zambezi Preference Share amounting to the Zambezi Offer Consideration.

Accordingly, the provision of the additional support amounts to a transaction in securities. Shareholders are therefore advised of the following transactions in securities, of which clearance was obtained in terms of paragraph 3.66 of the JSE Listings Requirements and paragraph 6.45 of the JSE Debt Listings Requirements:

Name of director Ms A H Coetzee
Name of company of which she is a director Northam Platinum Limited
Total number of ZPLPs 15 800 ZPLPs
Value of transaction R1 586 162.00 (based on a Zambezi Offer Consideration as at 11 June 2021, of R100.39)
Nature and extent of interest Direct beneficial interest in Zambezi Preference Shares resulting in an indirect exposure to Northam Shares
Transaction completed on-market or off-market N/A
Name of director Mr L C van Schalkwyk
Name of company of which he is a director Booysendal Platinum Proprietary Limited, a major subsidiary of the Company
Nature and extent of interest Indirect beneficial interest in Zambezi Preference Shares resulting in an indirect exposure to Northam Shares
Details of transactions in securities by associates of Mr L C van Schalkwyk:
Name of associate Bepro Messina Proprietary Limited
Relationship with director Mr van Schalkwyk is a shareholder and director of Bepro Messina Proprietary Limited
Total number of ZPLPs 122 910 Zambezi Preference Shares
Value of transaction R12 338 934.90 (based on a Zambezi Offer Consideration as at 11 June 2021, of R100.39)
Name of associate Mrs C van Schalkwyk
Relationship with director Wife of Mr van Schalkwyk
Total number of ZPLPs 75 512 Zambezi Preference Shares
Value of transaction R7 580 649.68 (based on a Zambezi Offer Consideration as at 11 June 2021, of R100.39)
Name of associate Ms C van Schalkwyk
Relationship with director Daughter of Mr van Schalkwyk
Total number of ZPLPs 19 161 Zambezi Preference Shares
Value of transaction R1 923 572.79 (based on a Zambezi Offer Consideration as at 11 June 2021, of R100.39)
Name of associate Mr L van Schalkwyk
Relationship with director Son of Mr van Schalkwyk
Total number of ZPLPs 18 694 Zambezi Preference Shares
Value of transaction R1 876 690.66 (based on a Zambezi Offer Consideration as at 11 June 2021, of R100.39)
Transactions completed on-market or off-market N/A

It should be noted that the Zambezi Preference Shares subject to the transactions detailed above have not yet been disposed of and it is only expected that such Zambezi Preference Shares will be disposed of by the Zambezi Preference Shareholders should the Zambezi Scheme be implemented, which remains subject to the fulfilment or waiver of various conditions precedent (as detailed in the Circular).

Johannesburg
11 June 2021

Corporate advisor to Northam
One Capital Advisory Proprietary Limited
Transaction Sponsor and Sponsor to Northam and Debt Sponsor to Northam
One Capital Sponsor Services Proprietary Limited
Attorneys to Northam
Webber Wentzel

Interest payments notification - NHM012 AND NHM015

Northam bondholders are advised of the following interest payments due on Monday, 14 June 2021:


Northam bondholders are advised of the following interest payments due on Monday, 14 June 2021:

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.417% per annum
Interest Period: 15 March 2021 to 13 June 2021
Interest Amount Due: R44 950 915.45
Payment Date: 14 June 2021
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 6.967% per annum
Interest Period: 15 March 2021 to 13 June 2021
Interest Amount Due: R8 684 890.41
Payment Date: 14 June 2021
Date Convention: Following Business Day

Johannesburg
9 June 2021

Debt Sponsor
One Capital

Composite transaction – posting of circular and NHM Holdings prospectus

  • INTRODUCTION
    • Shareholders are referred to the Announcement regarding the Composite Transaction, comprising, inter alia:
      • the proposed acceleration of maturity and wind-up of the Zambezi BEE Transaction, including, inter alia:
        • the acquisition by Northam of all ZPLPs in issue not already held by Northam, to be implemented by way of the Zambezi Scheme and the subsequent delisting of the ZPLPs from the main board of the JSE; and
        • the acquisition by Northam of certain Northam Shares held by Zambezi and the Northam Employees’ Trust pursuant to the Northam Share Acquisitions Scheme,


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE NORTHAM OR NORTHAM HOLDINGS TO TAKE ANY FURTHER ACTION.

Unless otherwise stated or the context so requires, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined announcement published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021 (“Announcement”).

  • INTRODUCTION
    • Shareholders are referred to the Announcement regarding the Composite Transaction, comprising, inter alia:
      • the proposed acceleration of maturity and wind-up of the Zambezi BEE Transaction, including, inter alia:
        • the acquisition by Northam of all ZPLPs in issue not already held by Northam, to be implemented by way of the Zambezi Scheme and the subsequent delisting of the ZPLPs from the main board of the JSE; and
        • the acquisition by Northam of certain Northam Shares held by Zambezi and the Northam Employees’ Trust pursuant to the Northam Share Acquisitions Scheme,

(collectively, the “Transaction”); and

      • the proposed extended 15-year BEE transaction, including, inter alia:
        • Northam Holdings’ proposed acquisition of all of the Northam Shares in issue (excluding treasury shares), in exchange for the Northam Scheme Consideration, to be implemented by way of the Northam Scheme, and the resultant delisting of all Northam Shares on the main board of the JSE and listing of all Northam Holdings Shares on the main board of the JSE; and
        • a transaction to restore ownership by HDPs in Northam to up to 26.5% (net of treasury shares), with an emphasis on participation by Northam group employees and host and affected communities,

(collectively, the “Extended BEE Transaction”).

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Disclaimer
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their professional advisers.

Notice to European Economic Area investors in Northam
In relation to each Member State of the European Economic Area (each a “Relevant State”), the Circular and the Prospectus and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which the Circular and the Prospectus relate is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

Notice to United Kingdom investors in Northam
In relation to the United Kingdom, the Circular and the Prospectus and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which the Circular and the Prospectus relate is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Notice to Swiss investors in Northam
The offer of Northam Holdings Shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act of 15 June 2018, as amended (the FinSA), because (i) less than 500 persons are holding Northam Shares in Switzerland and, consequently, the Northam Scheme is addressed to less than 500 retail clients (and thus exempted from the requirement to prepare a prospectus pursuant to article 36(1)(b) of the FinSA); and (ii) the Northam Holdings Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this announcement nor any other offering or marketing material relating to the Northam Holdings Shares constitutes a prospectus pursuant to the FinSA, nor has it been approved by a Swiss review body within the meaning of article 52 of the FinSA, and no such prospectus will be prepared in connection with the Northam Scheme.

Notice to US investors in Northam
The Northam Offer relates to the shares of a South African company and is being made by means of a scheme of arrangement provided for under South African company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Northam Offer is subject to the disclosure requirements and practices applicable in South Africa to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in South Africa and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Offer Shares to enforce their rights and any claim arising out of the US federal laws, since Northam and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Offer Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement. The Offer Shares will not be and have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Notice to United Arab Emirates investors in Northam
If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that this announcement has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE, nor has Northam or Northam Holdings received authorisation or licensing from the UAE Central Bank, SCA or any other authorities in the UAE to market or sell securities or other investments within the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. It should not be assumed that Northam or Northam Holdings is a licensed broker, dealer or investment adviser under the laws applicable in the UAE, or that any of them advise individuals resident in the UAE as to the appropriateness of investing in or purchasing or selling securities or other financial products. The Offer Shares are not intended for circulation or distribution in or into the UAE, other than to persons who are “Qualified Investors” within the meaning of the SCA’s Board of Directors Decision No. 37/R.M of 2019 Concerning the Definition of Qualified Investor to whom the materials may lawfully be communicated. This does not constitute a public offer of securities in the UAE in accordance with the SCA Chairman of the Board Resolution No. 11/R.M of 2016 on the Regulations for Issuing and Offering Shares of Public Joint Stock, or otherwise. Nothing contained in this announcement is intended to constitute investment, legal, tax, accounting or other professional advice. This announcement is for information purposes only and nothing herein is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.

Notice to Japanese investors in Northam
The Offer Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended, the “FIEA”). The Offer Shares will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act of Japan (Law No. 228 of 1949, as amended)) (including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Forward-looking statements

The statements contained in this announcement that are not historical facts are “forward-looking” statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company’s and Northam Holdings’ control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company’s and Northam Holdings’ current intentions, beliefs and expectations about among other things, the Company’s results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Many of these risks and uncertainties relate to factors that are beyond the Company’s and Northam Holdings’ ability to control or estimate precisely, such as changes in taxation, future market conditions, currency fluctuations, the actions of governmental regulators and other risk factors. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company and Northam Holdings undertake no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law or the JSE Listings Requirements.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Northam Share for the current or future financial years would necessarily match or exceed the historical published earnings per Northam Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Composite transaction – posting of circular and NHM Holdings prospectus short form

Unless otherwise stated or the context so requires, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined announcement published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021 (“Announcement”).


Unless otherwise stated or the context so requires, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined announcement published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021 (“Announcement”).

The contents of this short form announcement are the responsibility of the directors of Northam and Northam Holdings. Shareholders are advised that this short form announcement is only a summary of the information contained in the full announcement, published on SENS and on Northam’s website: www.northam.co.za on Monday, 31 May 2021 (“Full Announcement”) and does not contain full or complete details.

Any investment decisions by investors and/or Shareholders should therefore be based on consideration of the Full Announcement and the Circular accompanied by the Prospectus, which are available as set out in paragraph 2 below.

A copy of the Full Announcement is available for inspection at the registered office of Northam at no charge during business hours from Monday, 31 May 2021. Northam Shareholders should contact Northam’s company secretary (by email: trish.beale@norplats.co.za) should they wish to inspect the Full Announcement.

DOWNLOAD FOR FURTHER DETAILS:

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Interest payment notification - NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Tuesday, 25 May 2021:


Northam bondholders are advised of the following interest payments due on Tuesday, 25 May 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.392%
Interest Period: 25 February 2021 to 24 May 2021
Interest Amount Due: R24 770 835.02
Payment Date: 25 May 2021
Date Convention: Following Business Day

Bond Code: NHM019
ISIN: ZAG000168105
Coupon: 7.642%
Interest Period: 25 February 2021 to 24 May 2021
Interest Amount Due: R15 652 490.96
Payment Date: 25 May 2021
Date Convention: Following Business Day

Bond Code: NHM020
ISIN: ZAG000172594
Coupon: 7.392%
Interest Period: 25 February 2021 to 24 May 2021
Interest Amount Due: R2 379 211.40
Payment Date: 25 May 2021
Date Convention: Following Business Day

Johannesburg
20 May 2021

Debt Sponsor
One Capital

Interest payment notification - NHM011

Northam bondholders are advised of the following interest payment due on Monday, 24 May 2021:


Northam bondholders are advised of the following interest payment due on Monday, 24 May 2021:

Bond Code: NHM011
ISIN No: ZAG000159237
Coupon: 7.392%
Interest Period: 24 February 2021 to 23 May 2021
Interest Amount Due: R11 139 035.18
Payment Date: 24 May 2021
Date Convention: Following Business Day

Johannesburg
19 May 2021

Debt Sponsor
One Capital

Interest payment notification - NHM014

Northam bondholders are advised of the following interest payment due on Thursday, 20 May 2021:


Northam bondholders are advised of the following interest payment due on Thursday, 20 May 2021:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 6.142%
Interest Period: 22 February 2021 to 19 May 2021
Interest Amount Due: R317 684.43
Payment Date: 20 May 2021
Date Convention: Following Business Day

Johannesburg
17 May 2021

Debt Sponsor
One Capital

Interest payment notification - NHM002

Northam bondholders are advised of the following interest payment due on Wednesday, 12 May 2021:


Northam bondholders are advised of the following interest payment due on Wednesday, 12 May 2021:

Bond Code: NHM002
ISIN No: ZAG000129024
Coupon: 13.5% per annum
Interest Period: 12 November 2020 to 11 May 2021
Interest Amount Due: R94 500.00
Payment Date: 12 May 2021
Date Convention: Modified Following Business Day

Johannesburg
7 May 2021

Debt Sponsor
One Capital

Listing of tap issuances – NHM007, NHM009, NHM011 and NHM018

The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009, NHM011 and NHM018, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 7 May 2021.


The JSE Limited (“JSE”) has granted approval for the listing of tap issuances of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM007, NHM009, NHM011 and NHM018, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 7 May 2021.

The details pertaining to the tap issuance of the NHM007 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR7 755 422 841 (including this tap issue and the tap issuances under series NHM009, NHM011 and NHM018 Notes, all issuing on 7 May 2021)
Instrument Code: NHM007
Tranche Number: 2
Nominal Amount: ZAR150 000 000
Issue Price: 100.42719%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      16 April, 16 July, 16 October and 16 January of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 7 May 2021
Interest Commencement Date: 16 April 2021
Maturity Date: 16 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 5 April, 5 July, 5 October and 5 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 6 April to 15 April, 6 July to 15 July, 6 October to 15 October and 6 January to 15 January 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): 16 April, 16 July, 16 October and 16 January 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 Number (ISIN): ZAG000158593
Applicable 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/1355-applicable-pricing-supplement-nhm007-tap

The details pertaining to the tap issuance of the NHM009 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR7 755 422 841 (including this tap issue and the tap issuances under series NHM007, NHM011 and NHM018 Notes, all issuing on 7 May 2021)
Instrument Code: NHM009
Tranche Number: 2
Nominal Amount: ZAR300 000 000
Issue Price: 100.22377%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      26 April, 26 July, 26 October and 26 January of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 7 May 2021
Interest Commencement Date: 26 April 2021
Maturity Date: 26 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 April, 15 July, 15 October and 15 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 16 April to 25 April, 16 July to 25 July, 16 October to 25 October and 16 January to 25 January 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): 26 April, 26 July, 26 October and 26 January 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 Number (ISIN): ZAG000158866
Applicable 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/1356-applicable-pricing-supplement-nhm009-tap

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 755 422 841 (including this tap issue and the tap issuances under series NHM007, NHM009 and NHM018 Notes, all issuing on 7 May 2021)
Instrument Code: NHM011
Tranche Number: 3
Nominal Amount: ZAR100 000 000
Issue Price: 101.45815%
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 (or the first Business Day of each Interest Period) of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 7 May 2021
Interest Commencement Date: 24 February 2021
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 preceding the 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 Number (ISIN): ZAG000159237
Applicable 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/1357-applicable-pricing-supplement-nhm011-tap

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 755 422 841 (including this tap issue and the tap issuances under series NHM007, NHM009 and NHM011 Notes, all issuing on 7 May 2021)
Instrument Code: NHM018
Tranche Number: 4
Nominal Amount: ZAR100 000 000
Issue Price: 101.43790%
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 Rate
Issue Date: 7 May 2021
Interest Commencement Date: 25 February 2021
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 preceding the 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 Number (ISIN): ZAG000168097
Applicable 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/1358-applicable-pricing-supplement-nhm018-tap

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

Johannesburg
6 May 2021

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.

Interest payment notification - NHM016

Northam bondholders are advised of the following interest payment due on Tuesday, 11 May 2021:


Northam bondholders are advised of the following interest payment due on Tuesday, 11 May 2021:

Bond Code: NHM016
ISIN No: ZAG000167750
Coupon: 7.892%
Interest Period: 11 February 2021 to 10 May 2021
Interest Amount Due: R22 052 420.83
Payment Date: 11 May 2021
Date Convention: Following Business Day

Johannesburg
6 May 2021

Debt Sponsor
One Capital

Partial capital redemption – NHM014

Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited R15.0 billion Domestic Medium Term Note Programme (dated 29 October 2020, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM014 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R1 908.3 million (the “Purchased Notes”), on 23 April 2021.


Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited R15.0 billion Domestic Medium Term Note Programme (dated 29 October 2020, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM014 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R1 908.3 million (the “Purchased Notes”), on 23 April 2021.

Bond Code: NHM014
ISIN: ZAG000163650
Reduction in the nominal amount: R1 908 300 000
Remaining nominal amount in issue: R21 700 000

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 23 April 2021.

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 third tranche under series NHM012, which has a longer maturity date.

Johannesburg
21 April 2021

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.

Interest payment notification – NHM009

Northam bondholders are advised of the following interest payment due on Monday, 26 April 2021:


Northam bondholders are advised of the following interest payment due on Monday, 26 April 2021:

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.392%
Interest Period: 26 January 2021 to 25 April 2021
Interest Amount Due: R1 822 684.93
Payment Date: 26 April 2021
Date Convention: Following Business Day

Johannesburg
21 April 2021

Debt Sponsor
One Capital

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 under series NHM012 (“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 23 April 2021


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM012 (“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 23 April 2021

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: ZAR7 105 422 841 including this issue
Instrument Code NHM012
Tranche Number: 3
Nominal Amount: ZAR1 908 300 000
Issue Price: 100.79250%
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: 23 April 2021
Interest Commencement Date: 15 March 2021
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 preceding the 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 Number (ISIN): ZAG000160136
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/1352-applicable-pricing-supplement-nhm012-tranche-3

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

Johannesburg
21 April 2021

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.

Interest payments notification – NHM006 AND NHM007

Northam bondholders are advised of the following interest payments due on Friday, 16 April 2021:


Northam bondholders are advised of the following interest payments due on Friday, 16 April 2021:

Bond Code: NHM006
ISIN No: ZAG000158577
Coupon: 6.892%
Interest Period: 18 January 2021 to 15 April 2021
Interest Amount Due: R2 050 338.62
Payment Date: 16 April 2021
Date Convention: Following Business Day

Bond Code: NHM007
ISIN No: ZAG000158593
Coupon: 7.392%
Interest Period: 18 January 2021 to 15 April 2021
Interest Amount Due: R2 516 189.74
Payment Date: 16 April 2021
Date Convention: Following Business Day

Johannesburg
13 April 2021

Debt Sponsor
One Capital

Dealing 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:

Nature of transactions: Acceptance of awards of conditional shares, comprising retention shares and performance shares, in terms of the SIP
Class of securities: The awards of conditional shares provide participants (as defined in the SIP rules) with the right to settlement, after the vesting date, by way of the equivalent rand value of Northam shares, determined in accordance with the SIP rules
Vesting date: 31 October 2023
Transactions completed on market: No
Clearance obtained in terms of the Listings Requirements: Yes
   
Transaction 1  
Name of director of the company: PA Dunne
Date of award acceptance: 31 March 2021
Total number of Northam shares covered by the awards: 39 600
(9 900 retention shares and 29 700 performance shares)
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial
   
Transaction 2  
Name of director of the company: AH Coetzee
Date of award acceptance: 31 March 2021  
Total number of Northam shares covered by the awards: 18 330
(4 580 retention shares and 13 750 performance shares)
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial
   
Transaction 3  
Name of director of a major subsidiary of the company: LC van Schalkwyk
Name of major subsidiary: Booysendal Platinum Proprietary Limited
Date of award acceptance: 31 March 2021 
Total number of Northam shares covered by the awards: 15 340
(3 830 retention shares and 11 510 performance shares)
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial
   
Transaction 4  
Name of company secretary: PB Beale
Date of award acceptance: 31 March 2021
Total number of Northam shares covered by the awards: 9 530
(2 380 retention shares and 7 150 performance shares)
Strike price and value of transaction: Rnil
Nature and extent of interest: Direct beneficial

Johannesburg
06 April 2021

Sponsor and Debt Sponsor
One Capital

Early maturity of the Zambezi BEE transaction and implementation of an extended BEE transaction, incorporating a firm intention announcement in respect of the acquisition by Northam Platinum Holdings Limited of the entire issued ordinary share capital in Northam, excluding treasury shares and withdrawal of cautionary announcement

KEY FEATURES OF THE COMPOSITE TRANSACTION:

Acceleration of maturity and wind-up of the Zambezi BEE transaction:

  • R39.1 billion of total equity value in Zambezi
  • R25.6 billion of gross value unlock in Zambezi, Northam’s empowerment shareholder
  • R12.9 billion of pre-tax value transfer to Northam group employees, communities and strategic BEE partners
  • R4.8 billion of estimated taxes in support of the South African fiscus
  • More than 25% reduction in Northam’s issued share capital
  • Extinguishment of the guarantee provided by Northam to Zambezi’s preference shareholders
  • Continuation of senior management’s incentive structure ensuring retention of key individuals until 17 May 2025

View full SENS announcement.


KEY FEATURES OF THE COMPOSITE TRANSACTION:

Acceleration of maturity and wind-up of the Zambezi BEE transaction:

  • R39.1 billion of total equity value in Zambezi
  • R25.6 billion of gross value unlock in Zambezi, Northam’s empowerment shareholder
  • R12.9 billion of pre-tax value transfer to Northam group employees, communities and strategic BEE partners
  • R4.8 billion of estimated taxes in support of the South African fiscus
  • More than 25% reduction in Northam’s issued share capital
  • Extinguishment of the guarantee provided by Northam to Zambezi’s preference shareholders
  • Continuation of senior management’s incentive structure ensuring retention of key individuals until 17 May 2025

View full SENS announcement.

Investor presentation and webcast - early maturity of the Zambezi BEE transaction and implementation of an extended BEE transaction

Northam shareholders are referred to the announcement published on SENS today, regarding, inter alia:

  • the proposed acceleration of the maturity and wind-up of the empowerment transaction concluded between Northam and Zambezi Platinum (RF) Limited in May 2015 (“Transaction”); and
  • an extended 15-year broad-based black economic empowerment transaction to maintain ownership by historically disadvantaged persons in the Northam group at c. 26.5%, with an emphasis on participation by Northam group employees and host and affected communities (“Extended BEE Transaction”).


Northam shareholders are referred to the announcement published on SENS today, regarding, inter alia:

  • the proposed acceleration of the maturity and wind-up of the empowerment transaction concluded between Northam and Zambezi Platinum (RF) Limited in May 2015 (“Transaction”); and
  • an extended 15-year broad-based black economic empowerment transaction to maintain ownership by historically disadvantaged persons in the Northam group at c. 26.5%, with an emphasis on participation by Northam group employees and host and affected communities (“Extended BEE Transaction”).

The Transaction and the Extended BEE Transaction are collectively referred to as the “Composite Transaction”.

Northam will be hosting a live presentation in respect of the Composite Transaction in the auditorium at 52 Glenhove Road, Melrose Estate, Johannesburg today, Tuesday 23 March 2021 at 10:00. The presentation will be available online through the Northam website at https://www.corpcam.com/Northam23032021.

A call-in facility has also been provided for the presentation. Kindly use the following link to register for the teleconference: www.diamondpass.net/6221212.

A media round table is also planned for today, Tuesday 23 March 2021 at 11:30. Kindly use the following link to register for the media round table: https://www.diamondpass.net/5320122.

A copy of the presentation document will be available before the live presentation begins at https://www.northam.co.za/downloads/send/151-2021/1349-proposed-composite-transaction-presentation.

Enquiries:

  • Patience Mtshali, R&A Strategic Communications, Johannesburg, Telephone +27 11 880 3924
  • Marion Brower, R&A Strategic Communications, Johannesburg, Telephone +27 71 493 0387

Johannesburg

23 March 2021

Corporate advisor to Northam and Northam Platinum Holdings Limited

One Capital Advisory Proprietary Limited

Transaction Sponsor and Sponsor to Northam and Northam Platinum Holdings Limited and Debt Sponsor to Northam

One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Platinum Holdings Limited

Webber Wentzel

Northam proposes transaction to accelerate maturity of Zambezi transaction

…and extends HDP ownership for a further 15 years…

NORTHAM ANNOUNCES –

  • The accelerated conclusion of its R39.1 billion Zambezi BEE transaction
  • A more than 25% share buy-back by Northam, funded by Northam’s 87.5% holding of Zambezi preference shares and an additional R7.3 billion of capital to be applied by Northam
  • A R25.6 billion gross value unlock in Zambezi, net of Zambezi’s funding structure
  • An approximate R2 billion offer by Northam to acquire all remaining Zambezi preference shares
  • A R33.1 billion extended BEE transaction for the next 15 years with a strong focus on Northam’s employees and communities, to retain HDP ownership at c. 26.5%


…and extends HDP ownership for a further 15 years…

NORTHAM ANNOUNCES –

  • The accelerated conclusion of its R39.1 billion Zambezi BEE transaction
  • A more than 25% share buy-back by Northam, funded by Northam’s 87.5% holding of Zambezi preference shares and an additional R7.3 billion of capital to be applied by Northam
  • A R25.6 billion gross value unlock in Zambezi, net of Zambezi’s funding structure
  • An approximate R2 billion offer by Northam to acquire all remaining Zambezi preference shares
  • A R33.1 billion extended BEE transaction for the next 15 years with a strong focus on Northam’s employees and communities, to retain HDP ownership at c. 26.5%

Accelerated winding-up of the Zambezi BEE transaction

Northam Platinum Limited (Northam) today announced its intention to accelerate the maturity date of its Broad-Based Black Economic Empowerment (BEE) transaction with Zambezi Platinum (RF) Limited (Zambezi), approximately 4 years earlier than the originally envisaged 10 year term. Zambezi owns c. 31.4% of the ordinary share capital of Northam, currently valuing its Northam stake in excess of R39 billion as at 19 March 2021. After accounting for the preference shares issued by Zambezi, of which Northam currently owns c. 87.5%, approximately R25.6 billion of gross value has been created in Zambezi to date.

Northam and Zambezi have agreed, subject to certain conditions, including Northam shareholder and regulatory approvals, to release c. R13 billion of unencumbered pre-tax value to Zambezi’s ordinary shareholders, combined with a share buy-back of more than 25% of Northam’s shares in issue. Northam shareholders, including Zambezi’s BEE shareholders upon becoming direct unencumbered Northam shareholders, will share in the value uplift of the residual value created in Zambezi, upon implementation by Northam of the simultaneous share buy-back.

Offer to acquire all remaining Zambezi preference shares

Northam will make a c. R2 billion offer to acquire the remaining c. 12.5% of Zambezi preference shares not currently held by Northam. The Zambezi preference share offer is priced at a premium of 15.99% to the instrument’s face value and will be settled in cash. Northam today announced almost 80% upfront support for the Zambezi preference share offer, from the holders of Zambezi preference shares. The combined holdings of Zambezi preference shares by Northam and the supportive Zambezi preference shareholders accounts for c. 97% of all the Zambezi preference shares in issue.

More than 25% share buy-back by Northam

The combination of Northam’s acquisition of all the Zambezi preference shares, followed by the settlement by Zambezi of all the Zambezi preference shares through the transfer of Northam shares to Northam, coupled with a share buy-back by Northam of Northam shares held by Zambezi in order to provide liquidity for Zambezi and the BEE shareholders, will result in Northam implementing a share buy-back in excess of 25%.

Extended ownership by historically disadvantaged persons (HDP) for the next 15 years focusing on close to 10 000 Northam employees as well as host and affected communities

The accelerated unlock of the value creation in Zambezi, combined with the significant share buy-back by Northam, have enabled Northam to simultaneously implement an extended BEE transaction for a period of 15 years, ensuring that Northam will retain at least 26.5% ownership by HDPs (Extended BEE Transaction). The Extended BEE Transaction will focus on empowering Northam's employees and host and affected communities by providing them with c. 23% ownership in Northam, with other HDPs such as women's groups and youth groups participating in the balance through a new empowerment vehicle to be listed on the JSE’s BEE Segment. None of the current Zambezi strategic partners will participate in the Extended BEE Transaction. At the current Northam share price, the Extended BEE Transaction is valued at c. R33.1 billion and will be funded exclusively by Northam. No external funding will be introduced.

Upfront Northam shareholder and Zambezi preference shareholder support

Northam announced that, excluding Zambezi, c. 39% of Northam’s shareholders (including through asset managers) eligible to vote on all the transaction resolutions have already provided support for the transaction, including the Extended BEE Transaction. Furthermore, almost 80% of Zambezi preference shareholders have provided support for Northam’s offer to acquire the remaining Zambezi preference shares.

Paul Dunne, Northam’s chief executive officer, said “This is a momentous occasion in Northam’s history and indeed for black economic empowerment in South Africa. Our innovative initial transaction with Zambezi, fully funded by Northam’s shareholders in 2015, has allowed Northam to proactively return more than R12 billion of value to Northam’s shareholders to date. The transaction announced today will see Northam apply a further R7.3 billion towards shareholder value creation and simultaneously convert its R12.1 billion Zambezi preference shareholding acquisition strategy into a collective share buy-back of more than 25% of the Northam shares currently in issue. We are tremendously pleased that, with the support of Northam shareholders in 2015, and again in relation to this transaction, Northam will be able to deliver real, unencumbered value for our BEE partners and do so roughly 4 years earlier than what was originally anticipated. Our BEE partners played a key role in Northam’s counter-cyclical asset acquisition programme. The level of value that has been created for all stakeholders surpasses all expectations and ahead of the anticipated maturity date. Northam would also like to thank our corporate advisors, One Capital, for their advisory and execution excellence on this innovative composite transaction, as well as the Webber Wentzel team, our legal advisors.”

Alet Coetzee, Northam’s chief financial officer, said “Northam very carefully planned and executed on its capital allocation and treasury decisions, which included a R12.1 billion investment in Zambezi preference shares to date. Our current c. 87.5% holding of Zambezi preference shares, combined with sustained healthy gearing levels, with our Domestic Medium-Term Note Programme currently at R7.2 billion in issue, enables us to apply current cash generation in the business towards accelerating the maturity of the Zambezi structure in a planned and responsible manner, with meaningful value returned to shareholders through a share buy-back of more than 25%.”

Brian Khomotso Mosehla, Chairman of both Northam and Zambezi, said “Zambezi’s journey with Northam started in 2014 and has been one of mutual respect and absolute focus on Northam’s growth, shareholder value creation and retention. Zambezi agreed to a very unusual initial share issue to take place at a premium to market value, as opposed to the typical BEE discount, in order to maximise the capital raised for Northam and to minimise shareholder dilution. This efficient capital raising, combined with Northam’s insightful capital allocation decisions, proved pivotal. A special thank you to the Public Investment Corporation and Coronation, specifically for the early support in this transaction.

Northam’s management initiated dramatic growth in production output into a strong market, following counter-cyclical acquisitions and ambitious growth projects. I am grateful for the strategic vision and support of our CEO, Paul Dunne, on this transaction which has been difficult to implement, and for the operational excellence of his team, under his astute leadership, has shown in ramping up production. All these actions combined to create a unique platform for an acceleration of value unlock for Zambezi 6 years into the transaction period. Zambezi is fully cognisant of the risks of remaining in the structure until 2025 and, taking this into account, we are happy to have found an equitable outcome that materialises value for Zambezi whilst simultaneously returning additional significant value to Northam shareholders. The future prospects for Northam post this transaction look positive and we look forward to our continued journey as shareholders into the future.

The transaction has also been structured to ensure that there is no share overhang upon implementation, to protect future shareholder value for Zambezi’s BEE shareholders and all other Northam shareholders. I would also like to thank our advisors Nisela Capital and One Capital who have advised both Zambezi and Northam respectively, in delivering a truly landmark transaction.”

With regards to the Extended BEE Transaction focusing on Northam’s employees and host and affected communities, Paul Dunne said “the acceleration of the Zambezi BEE transaction’s maturity provides a unique platform for Northam to demonstrate its commitment to maintaining at least 26.5% ownership by HDPs. Northam has made a tremendous contribution towards BEE, including to strategic partners. Now we want to focus our empowerment initiatives primarily on our employees, with additional further participation by our host and affected communities. Northam is in the position to fully fund these transactions, whilst simultaneously returning substantial value to our shareholders. Northam is also committing to an annual value transfer to employees and communities, with the ability for them to enjoy participation in equity upside over the term of the extended transaction.”

Karl Leinberger, Chief Investment Officer of Coronation Asset Management, currently a c. 8% shareholder in Northam, said “The innovative Zambezi transaction implemented in 2015 allowed Northam to attract significant capital in a cyclical downturn. Coronation supported the Zambezi transaction from the outset and Northam’s subsequent capital allocation decisions have been exceptionally well made and executed. That is why we want the management team lock-in and incentive structure to be prolonged and to be fully aligned with total shareholder returns, including dividends. We also believe the proposed extension of empowerment to key stakeholders, being mine employees and communities, is a critical element to the long-term sustainability of mining companies embarking on large, long-term empowerment transactions. This is a smart deal presented by Northam that protects and significantly enhances shareholder value and crystallises real value for empowerment.”

Tim Acker, Portfolio Manager at Allan Gray, whose clients are currently holders of approximately 3% of Northam’s equity, said “The Zambezi transaction has created significant value for participants in the black economic empowerment transaction. The share buy-back will deliver value for these participants, while at the same time being positive for shareholders. It addresses a potential share overhang upon conclusion of the Zambezi transaction and removes future uncertainty for both Zambezi and Northam’s other shareholders. We are very supportive of the combination of all of this with an extension in empowerment, with a broad-based focus on employees and communities.”

Cornelius Zeeman, Portfolio Manager at Fairtree Asset Management, currently a c. 3.6% shareholder in Northam, said “We really like what Northam has proposed to shareholders. It is a complex composite deal, but it secures significant value for all stakeholders, transfers real and unencumbered value to support black economic empowerment and creates a new long-term empowerment platform for Northam’s employees and communities. The clever deal structure includes a significant upfront share buy-back, which protects and enhances shareholder value ahead of the extended empowerment transaction. There is a guaranteed minimum benefit transferring every year to employees and communities, which is a responsible and sustainable approach. We think the deal sets an excellent example for the market.”

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

  • Marion Brower +27 71 493 0387
  • Memory Johnstone +27 82 719 3081
  • Taryn van Olden +27 79 527 6882

Condensed reviewed interim financial results for the six months ended 31 December 2020

Despite the backdrop of the ongoing global COVID-19 pandemic, Northam has delivered a solid performance for the six months ended 31 December 2020 (“H1 F2021”), whilst maintaining the health and safety of its employees. In addition, Northam’s growth strategy remains on track and the group continues to return significant value to shareholders through the ongoing purchase of Zambezi Platinum (RF) Limited (“Zambezi”) preference shares, trading under the share code ZPLP.


Key features

    Reviewed 6 months ended 31 December 2020 Reviewed 6 months
ended 31 December
2019
Variance %
Normalised headline earnings R000 3 270 084 1 883 912 73.6
Normalised headline earnings per share cents 641.5 369.6 73.6
Sales revenue R000 11 884 898 7 824 901 51.9
Operating profit R000 5 191 659 2 959 543 75.4
Operating profit margin % 43.7 37.8 15.6
Profit for the period R000 2 099 031 1 147 600 82.9
Total comprehensive income for the period R000 2 083 307 1 147 636 81.5
Headline earnings per share cents 599.9 328.3 82.7
Earnings per share cents 599.9 328.0 82.9
Cash generated from operating activities R000 3 144 590 2 033 332 54.7
EBITDA R000 5 411 578 3 192 549 69.5
Capital expenditure R000 1 298 511 1 352 238 (4.0)

Financial results

Despite the backdrop of the ongoing global COVID-19 pandemic, Northam has delivered a solid performance for the six months ended 31 December 2020 (“H1 F2021”), whilst maintaining the health and safety of its employees. In addition, Northam’s growth strategy remains on track and the group continues to return significant value to shareholders through the ongoing purchase of Zambezi Platinum (RF) Limited (“Zambezi”) preference shares, trading under the share code ZPLP.

The financial results achieved were underpinned by satisfactory performance from all operations. Normalised headline earnings is calculated taking into account the headline earnings adjusted for items relating to the 2015 Zambezi broad-based black economic empowerment (“BEE”) transaction (“BEE transaction”); these include the Zambezi preference share dividends associated with the BEE financing structure as well as the loss on derecognition of the Zambezi preference share liability. Stripping out the impact of the BEE transaction resulted in normalised headline earnings increasing to R3.3 billion (31 December 2019 (“H1 F2020”): R1.9 billion and 30 June 2020 (“F2020”): R3.4 billion), which equates to normalised headline earnings per share, based on the total number of 509 781 212 issued shares, of 641.5 cents (H1 F2020: 369.6 cents and F2020: 676.3 cents). This is an increase of 73.6%.

Sales revenue increased by 51.9% from R7.8 billion in H1 F2020 to R11.9 billion for the period under review. This increase is attributable to a 49.7% increase in the average 4E basket price to USD2 160/oz (H1 F2020: USD1 443/oz), a 9.0% weaker ZAR/USD exchange rate realised and a 4.4% decrease in refined 4E ounces sold.

A 37.6% increase in cost of sales and a corresponding 51.9% increase in revenue, resulted in operating profit increasing from R3.0 billion in H1 F2020 to R5.2 billion for the period under review. This translates to an operating profit margin of 43.7% (H1 F2020: 37.8%).

Production growth across the group and favourable rand denominated Platinum Group Metals prices are expected to positively impact the free cash flow generation in the short to medium-term.

The board of directors of Northam (“board”) has resolved not to declare an interim dividend for the 2021 financial year (H1 F2020 and F2020: R Nil per share). The board is of the view that at this time the most efficient way to return value to shareholders is to purchase the Zambezi preference shares.

About this announcement

This short-form announcement is the responsibility of the directors of Northam and is only a summary of the information in the group’s full condensed reviewed interim financial results for H1 F2021 and does not contain full or complete details. Any investment decisions by investors and/or shareholders should be based on the full condensed reviewed interim financial results accessible via the JSE link at https://senspdf.jse.co.za/documents/2021/JSE/ISSE/NHM/Interim_21.pdf and on the company’s website at https://www.northam.co.za/downloads/send/150-fy2021/1342-interim-financial-results-for-the-six-months-ended-31-december-2020. Shareholders can also access the full condensed reviewed interim financial results by logging in/registering on the JSE ShareHub link https://www.sharehub.co.za/ which is also available on the Northam website at www.northam.co.za.

The full condensed reviewed interim financial results are 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
19 March 2021

Sponsor and Debt Sponsor
One Capital

Northam posts solid H1 operational results…

Northam Platinum’s results for the half-year ended 31 December 2020 were released today. The unabridged results are available on the company’s website at www.northam.co.za.


Northam Platinum’s results for the half-year ended 31 December 2020 were released today. The unabridged results are available on the company’s website at www.northam.co.za.

The group’s results for the half-year are characterised by a solid operational performance, which has underpinned the company’s share price appreciation.

KEY FEATURES - FINANCIAL

  • Normalised headline earnings up by 73.6% to c. R3.3 billion
  • 51.9% increase in sales revenues to c. R11.9 billion
  • Operating profit 75.4% higher at c. R5.2 billion, with a margin of 43.7%
  • HEPS 599.9 cents
  • Cash generated from operating activities up by 54.7% to R3.1 billion
  • EBITDA increases by 69.5% to R5.4 billion
OPERATIONAL HIGHLIGHTS
  • 21.1% increase in tonnages to 4.0Mt
  • Own production equivalent refined metal up by 15.0% to 352 741 oz 4E
  • 11% increase in production of chrome concentrate

In his half-yearly address to shareholders, CEO Paul Dunne highlighted the normalisation of production following the COVID-19 associated disruptions. “Our production statistics bear testament to this. Especially significant is the first meaningful metal contribution from the Booysendal South mine.

“We are currently operating at close to full production. However, COVID-19 remains a threat to the health of our employees and we are still following the risk mitigation protocols implemented during F2020. We will continue to closely monitor the situation.”

Notwithstanding the 15% growth in group metal production, sales volumes declined by 4.4% to 315 320 ounces, owing primarily to COVID-19 associated disruptions. Lower production volumes in Q4 of F2020 together with logistical hurdles resulted in reduced metal volumes sent to Northam’s refinery in Germany, thereby creating a refining backlog.

In turn, this impacted available metals for sale during the period under review, owing to the restocking of the inventory pipeline. The varying lead times for individual PGMs impacted rhodium in particular during the period. The resultant rhodium surplus in the pipeline should be released in the ordinary course of business and the relative contribution of rhodium to sales is expected to normalise during the remainder of the current financial year.

Nevertheless, sales revenues grew to R11.9 billion, attributable predominantly to a 49.7% increase in the average 4E basket price to USD2 160/oz, and a 9.0% weakening in the average ZAR/USD exchange rate.

Operational growth projects, initiated in a period of lacklustre metal prices, are now coming on track, and delivering valuable contributions into a rising metal-price environment, thereby vindicating the company’s growth strategy. Projects which were temporarily scaled back have been resumed, reducing the impact of the stoppages on the group’s strategy.

CORPORATE DEVELOPMENT

As at 31 December 2020, Northam’s holding in Zambezi had reached 80.4% of all Zambezi preference shares in issue. Subsequent acquisitions post the reporting period have taken the Northam holding to 87.5%.
The rationale of these acquisitions is to:

  • reduce the preference share dividend expense and liability included in Northam’s consolidated financial results; and
  • reduce Northam’s potential financial exposure under the guarantee it provided in favour of the holders of Zambezi preference shares.

Also, if Zambezi were 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 at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue, tantamount to effecting a share buy-back.

A further benefit would be the reduction of Northam’s financial exposure in terms of the guarantee provided to Zambezi preference shareholders, should the guarantee be called upon.

The transaction with Zambezi, along with the new holding of 87.5% of all Zambezi preference shares, has created significant value for all Northam shareholders. This development, together with the inherent share buy-back implied by the holding, provides a unique opportunity to unlock permanent value for our shareholders, whilst maintaining Northam’s BEE ownership.

Commenting on these developments, Dunne said today, “At the corporate level, we are pleased to have been able to continue the purchase of Zambezi preference shares, returning significant value to shareholders.”

OUTLOOK

Looking ahead, the major factors which are likely to affect future financial results, are:

  • the safety performance and health and wellness of our workforce;
  • dealing with an unreliable energy supply;
  • effective cost control;
  • exchange rate and commodity price volatility;/li>
  • management of production and performance targets to ensure the successful execution of our business strategy; and/li>
  • effective project execution

The global economic outlook remains uncertain. “We are confident that the group’s strong financial position, prudent financial controls and the successful execution of our expansion strategy will position Northam favourably in continuing to take advantage of improved market conditions going forward,” concludes Dunne.

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

  • Marion Brower +27 71 493 0387
  • Taryn van Olden +27 79 527 6882

Renewal of cautionary announcement

Northam shareholders (“shareholders”) are referred to the cautionary announcement published on SENS on Monday, 2 November 2020, and the subsequent renewals thereof published on SENS on Monday, 14 December 2020 and Thursday, 28 January 2021, 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, and the subsequent renewals thereof published on SENS on Monday, 14 December 2020 and Thursday, 28 January 2021, 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
11 March 2021

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Webber Wentzel

Northam increases its holding of Zambezi preference shares to 87.5% by acquiring an additional R1.1 billion of Zambezi preference shares

Northam shareholders (“shareholders”) are referred to the announcement dated 8 December 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”), (“Zambezi preference shares”).


  1. INTRODUCTION
  2. Northam shareholders (“shareholders”) are referred to the announcement dated 8 December 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 1 525 728 Zambezi preference shares and has agreed to acquire a further 9 876 775 Zambezi preference shares from a material shareholder as further detailed in paragraph 3 below, in aggregate amounting to 11 402 503 Zambezi preference shares and representing a total cash consideration of approximately R1.1 billion (“acquisition”). Following implementation of the acquisition, Northam will hold 139 972 496 Zambezi preference shares, representing approximately 87.5% of all Zambezi preference shares in issue.

  3. RATIONALE FOR THE ACQUISITION
  4. 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.

  5. SMALL RELATED PARTY TRANSACTION AND FAIRNESS OPINION
  6. Northam reached an agreement with the Public Investment Corporation SOC Limited (“PIC”) to acquire 9 876 775 Zambezi preference shares from the PIC today, 11 March 2021, at a price of R97.84 per Zambezi preference share, for a total cash consideration of approximately R966.3 million (“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 that 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.

  7. DETAILS OF THE ZAMBEZI PREFERENCE SHARES
  8. 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.

    Johannesburg
    11 March 2021

    Corporate Advisor, Sponsor and Debt Sponsor to Northam
    One Capital

    Attorneys to Northam
    Webber Wentzel

    Independent Professional Expert to Northam
    BDO Corporate Finance Proprietary Limited

Interest payments notification – NHM012 AND NHM015

Northam bondholders are advised of the following interest payments due on Monday, 15 March 2021:


Northam bondholders are advised of the following interest payments due on Monday, 15 March 2021:

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.35%
Interest Period: 14 December 2020 to 14 March 2021
Interest Amount Due: R9 575 916.29
Payment Date: 15 March 2021
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 6.9%
Interest Period: 14 December 2020 to 14 March 2021
Interest Amount Due: R8 601 369.86
Payment Date: 15 March 2021
Date Convention: Following Business Day

Johannesburg
10 March 2021

Debt Sponsor
One Capital

Listing of tap issue – NHM016

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM016 (“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 10 March 2021.


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM016 (“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 10 March 2021.

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 228 815 839 including this issue
Instrument Code NHM016
Tranche Number: 5
Nominal Amount: ZAR100 000 000
Issue Price: 100.58379%
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: 10 March 2021
Interest Commencement Date: 11 February 2021
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 Number (ISIN): ZAG000167750
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/1340-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
9 March 2021

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.

Interest payment notification – NHM017

Northam bondholders are advised of the following interest payment due on Friday, 26 February 2021:


Northam bondholders are advised of the following interest payment due on Friday, 26 February 2021:

Bond Code: NHM017
ISIN No: ZAG000167891
Coupon: 5.808%
Interest Period: 26 November 2020 to 25 February 2021
Interest Amount Due: R40 990.16
Payment Date: 26 February 2021
Date Convention: Following Business Day

Johannesburg
23 February 2021

Debt Sponsor
One Capital

Interest payments notification – NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Thursday, 25 February 2021:


Northam bondholders are advised of the following interest payments due on Thursday, 25 February 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.108%
Interest Period: 25 November 2020 to 24 February 2021
Interest Amount Due: R22 830 428.62
Payment Date: 25 February 2021
Date Convention: Following Business Day

Bond Code: NHM019
ISIN: ZAG000168105
Coupon: 7.358%
Interest Period: 25 November 2020 to 24 February 2021
Interest Amount Due: R15 578 801.10
Payment Date: 25 February 2021
Date Convention: Following Business Day

Bond Code: NHM020
ISIN: ZAG000172594
Coupon: 7.1%
Interest Period: 25 November 2020 to 24 February 2021
Interest Amount Due: R2 362 257.53
Payment Date: 25 February 2021
Date Convention: Following Business Day

Johannesburg
22 February 2021

Debt Sponsor
One Capital

Interest payment notification – NHM011

Northam bondholders are advised of the following interest payment due on Wednesday, 24 February 2021:


Northam bondholders are advised of the following interest payment due on Wednesday, 24 February 2021:

Bond Code: NHM011
ISIN: ZAG000159237
Coupon: 7.1%
Interest Period: 24 November 2020 to 23 February 2021
Interest Amount Due: R9 270 071.23
Payment Date: 24 February 2021
Date Convention: Following Business Day

Johannesburg
19 February 2021

Debt Sponsor
One Capital

Interest payment notification – NHM014

Northam bondholders are advised of the following interest payment due on Monday, 22 February 2021:


Northam bondholders are advised of the following interest payment due on Monday, 22 February 2021:

Bond Code: NHM014
ISIN: ZAG000163650
Coupon: 5.85%
Interest Period: 20 November 2020 to 21 February 2021
Interest Amount Due: R29 076 904.11
Payment Date: 22 February 2021
Date Convention: Following Business Day

Johannesburg
17 February 2021

Debt Sponsor
One Capital

Trading statement and trading update H1 FY2021

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 will report an increase in operating profit for the six months ended 31 December 2020 (“H1 F2021”), underpinned by a satisfactory performance from all operations, against the backdrop of the ongoing global COVID-19 pandemic (“COVID-19”). 

Production and unit cash costs

A key feature of H1 F2021 has been the positive operational response to the ongoing challenges of COVID-19, whilst maintaining the health and safety of our employees.  The strong performance from all the operations has led to the group producing equivalent refined metal comparable to pre-COVID-19 production schedules and at production levels higher than the previous corresponding period.

The group achieved a 15.0% increase in production from own operations at 352 741 oz 4E, compared to 306 738 oz 4E for the period ended 31 December 2019 (“H1 F2020”), notwithstanding the ongoing phased restart of operations, particularly impacting the conventional Zondereinde mine, where only 90% of mining crews have returned to work.

Purchased material decreased by 3.2% to 18 772 oz 4E (H1 F2020: 19 398 oz 4E).  The cost of purchased material is determined by ruling commodity prices, resulting in a cost increase of 34.9%.

Group unit cash costs per equivalent refined platinum ounce increased above inflation, primarily due to Eland mine’s production currently being derived from surface sources and purchased at prevailing metal prices. 

The table below sets out the unit cash cost for the group and per operation for H1 F2021 compared to H1 F2020:

  Unit cash cost Unit cash cost  
  H1 F2021 H1 F2020  
  R/Pt oz R/Pt oz % variance
Group cash cost per equivalent refined platinum ounce 27 660 24 780 (11.6%)
Zondereinde cash cost per equivalent refined platinum ounce 28 473 25 890 (10.0%)
Booysendal cash cost per platinum ounce in concentrate produced 20 288 18 714 (8.4%)
Eland cash cost per platinum ounce in concentrate produced 39 476 29 227 (35.1%)

The key production measures for H1 F2021 compared to H1 F2020 are summarised in the table below:

  Equivalent refined production Equivalent refined production  
  H1 F2021 H1 F2020  
  oz 4E oz 4E % variance
Production from Zondereinde 166 773 162 380 2.7%
Production from Booysendal 165 864 128 876 28.7%
Production from Eland 20 104 15 482 29.9%
Total production from own operations 352 741 306 738 15.0%
Purchased material 18 772 19 398 (3.2%)
Total production 371 513 326 136 13.9%

Sales

Sales volumes during the period under review were adversely affected by the impact of factors arising as a result of COVID-19, in particular the negative effect on metal transport logistics during the last quarter of the previous financial year.  Previously reported production losses, together with logistical hurdles, including border closures, resulted in reduced metal volumes sent to Northam’s refiner in Germany which created a refining backlog. This in turn impacted available metal for sale during the period under review, due to the restocking of the inventory pipeline.  As a result of the varying refining lead times affecting individual platinum group metals, the impact was predominantly experienced in respect of rhodium.

The resultant lower contribution of rhodium to overall sales during the period, distorted the average realised basket price achieved during H1 F2021 and consequently reduced cash inflows reported during the period. Excess rhodium in the pipeline will be released in the ordinary course of business and the relative contribution of rhodium to sales is expected to normalise during the course of the remainder of the current financial year.

Despite the adverse COVID-19 related impact on sales volumes, sales revenue increased by 51.9% from R7.8 billion in H1 F2020 to R11.9 billion for the period under review. This increase is attributable to a 49.7% increase in the average 4E basket price to USD2 160/oz (H1 F2020: USD1 443/oz), a 9.0% weaker ZAR/USD exchange rate realised and a 4.4% decrease in refined 4E ounces sold, for the reasons stated above.

Total revenue per platinum ounce sold increased by 53.8% to R61 307/Pt oz (H1 F2020: R39 864/Pt oz), resulting in a cash profit margin per platinum ounce in excess of 50%.

Total refined volumes remained marginally unchanged at 322 170 oz 4E (H1 F2020: 319 264 oz 4E).

The table below details the despatched metal volumes to Northam’s precious metal refiner, compared to the refined metal volumes and sales volumes, in respect of the period under review:

  Despatched Refined Sales Average sales prices achieved
  oz oz oz USD/oz
Platinum 202 000 197 896 193 859 934
Palladium 100 500 98 843 96 854 2 296
Rhodium 30 000 21 097 20 268 13 296
Gold 4 200 4 334 4 339 1 895
Total oz 4E 336 700 322 170 315 320 2 160

Total refined metal sold in H1 F2020 amounted to 307 312 oz 4E.

Financial results

The group’s financial results were impacted by lower sales volumes relative to actual production, which in turn impacted operating profit, the cash position of the group and therefore the net debt position as at 31 December 2020.

The combination of lower refined sales volumes and increased production resulted in a 25.5% increase in inventory on hand, to 276 235 oz 4E (F2020: 220 172 oz 4E on hand).

During the period under review, the group generated R1.9 billion in free cash flow, which was applied towards further purchases of Zambezi Platinum (RF) Limited (“Zambezi”) preference shares. 74 974 739 Zambezi preference shares were acquired during H1 F2021 at a premium to face value (being the difference between the face value of the Zambezi preference shares and the price that Northam paid, together with transaction costs incurred on the purchases of these Zambezi preference shares), which resulted in a once off loss on derecognition of the Zambezi preference share liability of R0.9 billion.

The table below provides the key financial features of H1 F2021, compared to H1 F2020:

  H1 F2021 H1 F2020 % variance
Basic earnings per share (cents) 583.5 – 616.3 328.0 77.9% - 87.9%
Headline earnings per share (cents) 583.5 – 616.3 328.3 77.7% - 87.7%
Normalised headline earnings per share (cents) 623.0 – 660.0 369.6 68.6% - 78.6%
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. Zambezi is Northam’s major empowerment shareholder and Zambezi’s financial results are consolidated into the group’s financial results.

Capital expenditure

Capital expenditure reduced to R1.3 billion (H1 F2020: R1.4 billion). This is the combined result of capital trimming following the onset of COVID-19, together with capital projects having either been completed, or nearing completion at Booysendal mine. R918.1 million (H1 F2020: R1.2 billion) was spent on expansionary capital expenditure and R380.5 million (H1 F2020: R200.5 million) on sustaining capital expenditure.

Projects that were 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. Following greater market certainty developing during the second half of 2020, all curtailed growth projects were re-initiated in October 2020 and the majority of stoppage impacts have been clawed back. As such, the overall impact on the group’s growth strategy will be minimal.

Group capital expenditure for F2021 is forecast to amount to R3.0 billion.  However, the potential for further disruption to operations and the metal markets as a result of COVID-19 remains. We continue to monitor the market and will amend our capital program where and when prudent.

The group continues to execute on its strategy of developing low-cost, long-life assets in order to position itself at the lower end of the industry cost curve. We believe that the development of our project pipeline which builds on our pre-existing and acquired asset base is bearing fruit and will continue to position Northam to deliver a strong operational and financial performance.

Acquisition of Zambezi preference shares

Northam’s strategy of returning value to shareholders remains unchanged and Northam believes 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 Northam’s consolidated financial results, 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.

During H1 F2021, Northam continued to purchase Zambezi preference shares and held 128 569 993 Zambezi preference shares at 31 December 2020, representing c.80.4% of all Zambezi preference shares in issue. During the period under review Northam acquired 74 974 739 Zambezi preference shares for a consideration of R6.9 billion, which was financed by means of internally generated cash, the issue of R1.5 billion worth of Domestic Medium-Term Notes and draw downs on the revolving credit facility, increasing the net debt position of the group to R8.8 billion as at 31 December 2020 (F2020: R3.3 billion).

To date, purchases of Zambezi preference shares have amounted to R10.9 billion. The average premium paid on these purchases amounts to 8.4% (expressed as a percentage to face value, being the capital amount and all accrued Zambezi preference share dividends, calculated on the date of each acquisition). 

Northam achieving more than 80% ownership of the Zambezi preference shares represents a significant step in the pursuit of the company’s previously stated intention to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi in May 2015, as announced on 2 November 2020.

Conclusion

In summary, whilst the COVID-19 pandemic and its wide-ranging knock-on effects adversely impacted sales and the metal in pipeline during the period under review, the underlying operations have performed well.

The financial information contained in this announcement has not been reviewed or reported on by Northam’s auditors. The reviewed results for the six months ended 31 December 2020 are expected to be published on or about 19 March 2021.

Johannesburg
16 February 2021

Sponsor and Debt Sponsor
One Capital

Interest payment notification – NHM016

Northam bondholders are advised of the following interest payment due on Thursday, 11 February 2021:


Northam bondholders are advised of the following interest payment due on Thursday, 11 February 2021:

Bond Code: NHM016
ISIN: ZAG000167750
Coupon: 7.583%
Interest Period: 11 November 2020 to 10 February 2021
Interest Amount Due: R19 991 893.86
Payment Date: 11 February 2021
Date Convention: Following Business Day

Johannesburg
8 February 2021

Debt Sponsor
One Capital

Renewal of cautionary announcement

Northam shareholders (“shareholders”) are referred to the cautionary announcement published on SENS on Monday, 2 November 2020, and the subsequent renewal of cautionary announcement published on SENS on Monday, 14 December 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, and the subsequent renewal of cautionary announcement published on SENS on Monday, 14 December 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
28 January 2021

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Interest payment notification – NHM009

Northam bondholders are advised of the following interest payment due on Tuesday, 26 January 2021:


Northam bondholders are advised of the following interest payment due on Tuesday, 26 January 2021:

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.083%
Interest Period: 26 October 2020 to 25 January 2021
Interest Amount Due: R1 785 304.11
Payment Date: 26 January 2021
Date Convention: Following Business Day

Johannesburg
21 January 2021

Debt Sponsor
One Capital

Interest payments notification – NHM006 AND NHM007

Northam bondholders are advised of the following interest payments due on Monday, 18 January 2021:


Northam bondholders are advised of the following interest payments due on Monday, 18 January 2021:

Bond Code: NHM006
ISIN No: ZAG000158577
Coupon: 6.6%
Interest Period: 16 October 2020 to 17 January 2021
Interest Amount Due: R2 097 342.90
Payment Date: 18 January 2021
Date Convention: Following Business Day

Bond Code: NHM007
ISIN No: ZAG000158593
Coupon: 7.1%
Interest Period: 16 October 2020 to 17 January 2021
Interest Amount Due: R2 581 576.27
Payment Date: 18 January 2021
Date Convention: Following Business Day

Johannesburg
13 January 2021

Debt Sponsor
One Capital