Announcements 2021

Repurchase becomes unconditional

In an announcement issued on SENS earlier today, Northam has advised that it now holds all the Zambezi preference shares in issue. This is pursuant to the implementation of the Zambezi Scheme, today, Monday 23 August 2021.

All the transaction conditions have now been fulfilled and the repurchase has become wholly unconditional. The transaction will be implemented in accordance with the salient dates and times set out in the announcement published by Northam and Northam Holdings on SENS on Thursday, 5 August 2021, and included below for convenience:

Notes:

1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be published on SENS and in the South African press.
2. All times are in South African Standard Time, unless otherwise stated.
3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, if the Northam Scheme becomes operative, persons may participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day following the Northam Scheme LDT.
5. If the Northam Scheme becomes operative, Northam Scheme Participants who hold:
1. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.2.1 of the Circular; and
2. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date, in accordance with paragraph 15.3.2 of the Circular; or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam Holdings Shares are to be credited, will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.
6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus.

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

Marion Brower +27 71 493 0387

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

Johannesburg
19 August 2021

Debt Sponsor
One Capital

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”):

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

Johannesburg
5 August 2021

Debt Sponsor
One Capital

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)

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

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

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.

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:

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.

1. INTRODUCTION

   Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021 and Monday, 21 June 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

2. RESULTS OF THE GENERAL MEETING

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

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

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

   	Northam Shares voted	For	Against	Abstained
   Special Resolution 1 – Approval of the Share Acquisitions Scheme in terms of section 48(8)(b) as read with sections 114(1) and 115(2)(a) of the Companies Act	303 021 606 59.44%	99.92%	0.08%	0.01%
   Special Resolution 2 – Revocation of Special Resolution 1 if the Share Acquisitions Scheme terminates	462 927 059 90.81%	99.95%	0.05%	0.01%
   Special Resolution 3 – Approval of the acquisition of Northam Shares pursuant to the Revised Accumulated Dividends Settlement, the Repurchase, the Zambezi Preference Share Redemption and the acquisition of Zambezi Retention Shares (if applicable) in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements	303 021 584 59.44%	99.92%	0.08%	0.01%
   Special Resolution 4 – Approval of the ESOP Repurchase in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements	462 885 696 90.80%	99.95%	0.05%	0.01%
   Special Resolution 5 – Approval of the Northam Scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act	462 926 746 90.81%	99.95%	0.05%	0.01%
   Special Resolution 6 – Revocation of Special Resolution 5 if the Northam Scheme is terminated	462 926 746 90.81%	99.95%	0.05%	0.01%
   Special Resolution 7 – Approval of financial assistance in terms of sections 44 and 45 of the Companies Act	462 926 746 90.81%	99.91%	0.09%	0.01%
   Special Resolution 8 – Approval of the issue of Northam Shares pursuant to the BEE SPV Subscriptions in terms of section 41 of the Companies Act	462 926 246 90.81%	99.85%	0.15%	0.01%
   Special Resolution 9 – Approval of the BEE Trust Repurchases in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements	462 886 009 90.80%	99.91%	0.09%	0.01%
   Special Resolution 10 – Approval of the Relevant Zambezi Shareholder Repurchases in terms of paragraph 5.67(B)(a) read with paragraph 5.69 of the JSE Listings Requirements	462 926 746 90.81%	99.91%	0.09%	0.01%
   Ordinary Resolution 1 – Approval of the Northam SIP Amendments in terms of paragraph 14.2 of Schedule 14 of the JSE Listings Requirements	462 724 106 90.77%	90.96%	9.04%	0.05%
   Ordinary Resolution 2 – Approval of the HDP SPV Subscription in terms of paragraph 5.51(g) of the JSE Listings Requirements	462 926 746 90.81%	99.91%	0.09%	0.01%
   Ordinary Resolution 3 – Approval of the Northam Zambezi Ordinary Share Subscription in accordance with paragraph 10.4(e) of the JSE Listings Requirements	303 020 793 59.44%	99.86%	0.14%	0.01%
   Ordinary Resolution 4 – Approval of the HDP SPV Share Issue and the BEE SPV Share Issues in accordance with paragraph 3.35 as read with paragraph 9.20(b) of the JSE Listings Requirements	462 927 246 90.81%	99.91%	0.09%	0.01%

   Notes:

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


3. UPDATE REGARDING THE COMPOSITE TRANSACTION
   

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

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

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

4. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

   The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the importance of such information.

5. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

   The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for the information contained in this announcement and certifies that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam Holdings is true and this announcement does not omit anything that is likely to affect the importance of such information.

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

Johannesburg
30 June 2021

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

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

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

Download announcement

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

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

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

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

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

Johannesburg
22 June 2021

Sponsor and Debt Sponsor
One Capital

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

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

1. INTRODUCTION

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

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

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

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

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

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

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

Notes:

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

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

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

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

4. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

The Independent Board and Northam Board collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Northam is true and this announcement does not omit anything that is likely to affect the import of such information.

Johannesburg
11 June 2021

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

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

Attorneys to Northam and Northam Platinum Holdings Limited
Webber Wentzel

Independent Expert to Northam
BDO Corporate Finance Proprietary Limited

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

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

Johannesburg
9 June 2021

Debt Sponsor
One Capital

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

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

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

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

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

Johannesburg
19 May 2021

Debt Sponsor
One Capital

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

Johannesburg
7 May 2021

Debt Sponsor
One Capital

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

Johannesburg
6 May 2021

Debt Sponsor
One Capital

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

Johannesburg
21 April 2021

Debt Sponsor
One Capital

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

Johannesburg
13 April 2021

Debt Sponsor
One Capital

KEY FEATURES OF THE COMPOSITE TRANSACTION:

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

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

View full SENS announcement.

…and extends HDP ownership for a further 15 years…

NORTHAM ANNOUNCES –

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

Accelerated winding-up of the Zambezi BEE transaction

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

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

Offer to acquire all remaining Zambezi preference shares

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

More than 25% share buy-back by Northam

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

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

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

Upfront Northam shareholder and Zambezi preference shareholder support

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

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

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

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

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

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

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

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

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

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

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

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

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

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

KEY FEATURES - FINANCIAL

• Normalised headline earnings up by 73.6% to c. R3.3 billion
• 51.9% increase in sales revenues to c. R11.9 billion
• Operating profit 75.4% higher at c. R5.2 billion, with a margin of 43.7%
• HEPS 599.9 cents
• Cash generated from operating activities up by 54.7% to R3.1 billion
• EBITDA increases by 69.5% to R5.4 billion

• 21.1% increase in tonnages to 4.0Mt
• Own production equivalent refined metal up by 15.0% to 352 741 oz 4E
• 11% increase in production of chrome concentrate

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

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

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

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

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

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

CORPORATE DEVELOPMENT

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

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

Also, if Zambezi were to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue, tantamount to effecting a share buy-back.

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

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

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

OUTLOOK

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

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

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

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

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

1. INTRODUCTION

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

Northam is pleased to announce that, since the date of the previous announcement, it has acquired 1 525 728 Zambezi preference shares and has agreed to acquire a further 9 876 775 Zambezi preference shares from a material shareholder as further detailed in paragraph 3 below, in aggregate amounting to 11 402 503 Zambezi preference shares and representing a total cash consideration of approximately R1.1 billion (“acquisition”). Following implementation of the acquisition, Northam will hold 139 972 496 Zambezi preference shares, representing approximately 87.5% of all Zambezi preference shares in issue.

2. RATIONALE FOR THE ACQUISITION

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided in favour of the holders of Zambezi preference shares (“Guarantee”). Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

3. SMALL RELATED PARTY TRANSACTION AND FAIRNESS OPINION

Northam reached an agreement with the Public Investment Corporation SOC Limited (“PIC”) to acquire 9 876 775 Zambezi preference shares from the PIC today, 11 March 2021, at a price of R97.84 per Zambezi preference share, for a total cash consideration of approximately R966.3 million (“related party acquisition”).

The related party acquisition is not subject to any conditions precedent and will be fully funded from Northam’s internal cash resources.

The PIC is a “material shareholder” of Northam as defined in the JSE Limited Listings Requirements (“Listings Requirements”), in that, within the preceding 12 months, it has been able to exercise or control the exercise of votes in respect of 10% or more of the Northam shares in issue. Accordingly, the PIC is a related party to Northam as contemplated in paragraph 10.1(b)(i) of the Listings Requirements and the related party acquisition is categorised as a “small related party transaction” in terms of paragraph 10.7 as read with paragraph 10.8 of the Listings Requirements.

In terms of paragraph 10.7 of the Listings Requirements, the related party acquisition is not subject to shareholder approval, provided that an independent professional expert confirms that the terms of the related party acquisition are fair as far as shareholders are concerned. Northam has appointed BDO Corporate Finance Proprietary Limited (“BDO”) as the independent professional expert for purposes of providing an opinion in respect of the fairness of the related party acquisition (“fairness opinion”).

BDO has considered the terms and conditions of the related party acquisition and is of the opinion that the related party acquisition is fair to shareholders. A copy of the fairness opinion is available for inspection for a period of 28 days from the date of this announcement, at Northam’s registered office being, Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View.

4. DETAILS OF THE ZAMBEZI PREFERENCE SHARES

The Zambezi preference shares are cumulative, non-participating redeemable preference shares which accrue dividends at a nominal rate equal to the South African prime interest rate plus 3.5%, calculated on a daily basis, based on a 365-day year, compounded annually. The Zambezi preference shares were listed on the securities exchange operated by the JSE Limited on 11 May 2015.

Subject to certain exceptions, the Zambezi preference shares are redeemable on 17 May 2025 and will be redeemed, at Zambezi’s election, in cash and / or through the distribution of Northam shares held by Zambezi. The redemption of the Zambezi preference shares is secured by the Guarantee and if the Guarantee is called upon, Northam will, at its election, settle the associated liability using cash and / or through the issue of new Northam shares.

As reported in the annual financial statements of Northam for the year ended 30 June 2020, the Zambezi preference share liability amounted to approximately R8.3 billion and the accumulated preference share dividends for the financial year amounted to approximately R1.1 billion. As mentioned above, the acquisition by Northam of Zambezi preference shares will further reduce the Zambezi preference share liability and accumulated preference share dividends which are recognised in Northam’s consolidated financial statements. The accounting policies adopted by Northam in the preparation of its annual financial statements are in accordance with the International Financial Reporting Standards.

Johannesburg
11 March 2021

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Webber Wentzel

Independent Professional Expert to Northam
BDO Corporate Finance Proprietary Limited

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM016 (“Notes”), issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and/or supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 10 March 2021.

The details pertaining to the tap issuance of the NHM016 series are as follows:

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

Johannesburg
9 March 2021

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

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

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

Johannesburg
22 February 2021

Debt Sponsor
One Capital

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

Johannesburg
17 February 2021

Debt Sponsor
One Capital

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

Johannesburg
8 February 2021

Debt Sponsor
One Capital

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

Johannesburg
21 January 2021

Debt Sponsor
One Capital