Announcements 2021

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