Announcements 2021

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”).

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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.