Announcements 2021

Results of general meeting

Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 29 October 2021 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 23 September 2021, were passed by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.


Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Friday, 29 October 2021 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 23 September 2021, were passed by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.

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

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

Shares voted For Against Abstained

309 805 648

85.53%

98.91% 1.09% 0.07%

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

Shares voted For Against Abstained

309 805 648

85.53%

100.00% 0.00% 0.07%

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

Shares voted For Against Abstained

309 803 648

85.53%

98.21% 1.79% 0.07%

Ordinary resolution number 2 – re-appointment of Ernst & Young Inc. (with the designated external audit partner being Mr Ebrahim Dhorat) as the independent external auditors of the group.

Shares voted For Against Abstained

309 770 613

85.52%

71.90% 28.10% 0.08%

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

Shares voted For Against Abstained

309 769 369

85.52%

99.52% 0.48% 0.08%

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

Shares voted For Against Abstained

309 805 648

85.53%

99.39% 0.61% 0.07%

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

Shares voted For Against Abstained

309 805 648

85.53%

97.99% 2.01% 0.07%

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

Shares voted For Against Abstained

307 908 694

85.01%

72.56% 27.44% 0.59%

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

Shares voted For Against Abstained

309 244 027

85.38%

72.49% 27.51% 0.22%

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

Shares voted For Against Abstained

309 805 197

85.53%

99.06% 0.94% 0.07%

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

Shares voted For Against Abstained

309 804 962

85.53%

97.81% 2.19% 0.07%

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

Shares voted For Against Abstained

309 798 759

85.53%

77.77% 22.23% 0.07%

* As more than 25% of the votes cast on ordinary resolutions 4.1 and 4.2 were against the non-binding endorsement of the group’s remuneration policy and the non-binding endorsement of the group’s remuneration implementation report, the company will continue to engage with shareholders as required.

Notes

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

Johannesburg
29 October 2021

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

Release of Annual Financial Statements of the Guarantor

Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2021 and the auditor’s unqualified audit report thereon, are available on the Northam website at https://www.northam.co.za/downloads/send/150-fy2021/1423-booysendal-platinum-annual-financial-statements and available for inspection, during office hours, at the registered office of the company.


Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2021 and the auditor’s unqualified audit report thereon, are available on the Northam website at https://www.northam.co.za/downloads/send/150-fy2021/1423-booysendal-platinum-annual-financial-statements and available for inspection, during office hours, at the registered office of the company.

Johannesburg
29 October 2021

Debt Sponsor
One Capital

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

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


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

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

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

Johannesburg
27 October 2021

Corporate Advisor and Sponsor to Northam Holdings One Capital

Corporate Advisor and Debt Sponsor to Northam One Capital

Interest payment notification – NHM009

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


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

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

Johannesburg
21 October 2021

Debt Sponsor
One Capital

Partial capital redemption – NHM012

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


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

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

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

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

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

Johannesburg
21 October 2021

Corporate Advisor to Northam
One Capital

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

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

Attorneys to Northam
Webber Wentzel

Disclosure of an acquisition of a beneficial interest in Northam Holdings securities

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“Companies Act”), as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest in 5.02% of the company’s total issued ordinary shares.


In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“Companies Act”), as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest in 5.02% of the company’s total issued ordinary shares.

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

Johannesburg
14 October 2021

Sponsor
One Capital

Interest payment notification – NHM007

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


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

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

Johannesburg
13 October 2021

Debt Sponsor
One Capital

Listing of tap issuances – NHM007, NHM009 AND NHM020

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


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

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

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM009 and NHM020 Notes, all issuing on 5 October 2021)
Instrument Code: NHM007
Tranche Number: 3
Nominal Amount: ZAR100 000 000
Issue Price: 101.65151%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      16 April, 16 July, 16 October and 16 January of each year until the Maturity Date
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 16 July 2021
Maturity Date: 16 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 5 April, 5 July, 5 October and 5 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 6 April to 15 April, 6 July to 15 July, 6 October to 15 October and 6 January to 15 January of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 16 April, 16 July, 16 October and 16 January of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Number (ISIN): ZAG000158593
Applicable Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) does not contain additional terms and conditions to the Terms and Conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1421-applicable-pricing-supplement-nhm007-tap-execution

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

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM007 and NHM020 Notes, all issuing on 5 October 2021)
Instrument Code: NHM009
Tranche Number: 3
Nominal Amount: ZAR100 000 000
Issue Price: 101.44587%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      26 April, 26 July, 26 October and 26 January of each year until the Maturity Date
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 26 July 2021
Maturity Date: 26 April 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 15 April, 15 July, 15 October and 15 January of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 16 April to 25 April, 16 July to 25 July, 16 October to 25 October and 16 January to 25 January of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 26 April, 26 July, 26 October and 26 January of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Number (ISIN): ZAG000158866
Applicable Business Day Convention: Following Business Day
Other: The APS does not contain additional terms and conditions to the Terms and Conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1422-applicable-pricing-supplement-nhm009-tap-execution

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

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR8 204 022 841 (including this tap issue and the tap issuances under series NHM007 and NHM009 Notes, all issuing on 5 October 2021)
Instrument Code: NHM020
Tranche Number: 2
Nominal Amount: ZAR100 000 000
Issue Price: 100.83404%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      25 February, 25 May, 25 August and 25 November (or the first Business Day of each Interest Period) of each year until the Maturity Date
Interest Payment Basis: Floating Rate
Issue Date: 5 October 2021
Interest Commencement Date: 25 August 2021
Maturity Date: 25 November 2023
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 14 February, 14 May, 14 August and
14 November, of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 15 February to 24 February, 15 May to 24 May, 15 August to 24 August and 15 November to 24 November of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 25 February, 25 May, 25 August and 25 November of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Number (ISIN): ZAG000172594
Applicable Business Day Convention: Following Business Day
Other: The APS does not contain additional terms and conditions to the Terms and Conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1420-applicable-pricing-supplement-nhm020-tap-execution

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

Johannesburg
4 October 2021

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

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

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

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


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

Key features:

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

Financial results

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

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

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

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

Highlights

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

Dividends and other means of returning value to shareholders

There are a number of ways that value can be returned to shareholders. This includes cash dividends, but also includes share buy-backs and, previously, the purchase of Zambezi Preference Shares.

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

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

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

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

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

ANNUAL GENERAL MEETING

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

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

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

The annual integrated report 2021, the complete consolidated audited annual financial statements which incorporates the external auditor’s report in which Ernst & Young Inc. expressed an unmodified audit opinion and the notice of AGM 2021 are available on the company’s website at https://www.northam.co.za/investors-and-media/publications/annual-reports or can be obtained from the company’s registered office on request.

The salient dates for the AGM are as follows:

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

* Any forms of proxy not lodged by this date and time must be submitted to the chairman of the AGM before the start of the AGM, electronically, as set out in the notice of AGM 2021, before the appointed proxy may exercise any rights of the shareholder at the AGM.

This short-form announcement is the responsibility of the directors and is only a summary of the information contained in the full results announcement and does not contain full or complete details.

Any investment decision should be based on the full results announcement accessible via the JSE link at https://senspdf.jse.co.za/documents/2021/JSE/ISSE/NPHE/AFS_2021.pdf and available on Northam Holdings’ website at https://www.northam.co.za/investors-and-media/publications/annual-reports.

The consolidated audited annual financial statements, from which the full results announcement has been extracted, have been audited by Ernst & Young Inc. who expressed an unmodified audit opinion thereon. The key audit matters contained in the auditor’s report are addressed on page 16 of the consolidated audited annual financial statements, which are available on Northam Holdings’ website at https://www.northam.co.za/investors-and-media/publications/annual-reports.

The full results announcement and the consolidated audited annual financial statements, incorporating the auditor’s report, are also available at our registered office and at the offices of our sponsor for inspection, at no charge, during office hours.

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

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

Directors  
DH Brown (independent non-executive chairman)
TI Mvusi (lead independent non-executive director)
PA Dunne * (chief executive officer)
AH Coetzee (chief financial officer)
GT Lewis * (independent non-executive director)
HH Hickey (independent non-executive director)
NY Jekwa (independent non-executive director)
MH Jonas (independent non-executive director)
TE Kgosi (non-executive director)
JJ Nel (independent non-executive director)
JG Smithies * (independent non-executive director)

* British

Registered office
Building 4, 1st Floor, Maxwell Office Park
Magwa Crescent West
Waterfall City
Jukskei View, 2090
South Africa

PO Box 412694
Craighall, 2024
South Africa

Telephone +27 11 759 6000
www.northam.co.za

Company secretary
PB Beale
Building 4, 1st Floor, Maxwell Office Park
Magwa Crescent West
Waterfall City
Jukskei View, 2090
South Africa

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

PO Box 412694
Craighall, 2024
South Africa

Transfer secretaries
Computershare Investor Services Proprietary
Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
South Africa

Private Bag X9000
Saxonwold, 2132
South Africa

Corporate advisor, sponsor and debt sponsor
One Capital
17 Fricker Road
Illovo, 2196
Johannesburg
South Africa

PO Box 784573
Sandton, 2146
South Africa

Johannesburg
30 September 2021

Northam scheme - update regarding foreign shareholder restrictions

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


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

  1. INTRODUCTION

    Shareholders of Northam Holdings (“Shareholders”) are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021, Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021, Tuesday, 7 September 2021, Wednesday, 15 September 2021 and Monday, 20 September 2021 as well as the announcement published by Northam on Friday, 11 June 2021, pertaining to the Composite Transaction.

  2. FOREIGN SHAREHOLDER RESTRICTIONS
  3. Foreign Shareholders are referred to the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus.

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

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

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

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

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

Johannesburg
21 September 2021

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

Attorneys to Northam Holdings and Northam
Webber Wentzel

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

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

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

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