Announcements 2021

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