Announcements 2021

Update regarding the composite transaction – implementation of the Zambezi scheme, pursuant to which (I) Northam acquires all the Zambezi preference shares not already held and (ii) the repurchase becomes wholly unconditional

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


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

  1. INTRODUCTION

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

  2. IMPLEMENTATION OF THE ZAMBEZI SCHEME AND THE REPURCHASE BECOMES WHOLLY UNCONDITIONAL

    Northam is pleased to advise that, pursuant to the implementation of the Zambezi Scheme today, Northam now holds all of the Zambezi Preference Shares in issue. 
    Furthermore, Shareholders are advised that following the implementation of the Zambezi Scheme, all of the Transaction Conditions have now been fulfilled or waived. Accordingly, the Repurchase has become wholly unconditional and the Transaction will be implemented in accordance with the salient dates and times set out in the announcement published by Northam and Northam Holdings on SENS on Thursday, 5 August 2021.

  3. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

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

  4. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

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

Johannesburg
23 August 2021

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

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

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

Media release: Composite transaction update: implementation of Zambezi scheme

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


Repurchase becomes unconditional

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

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

Event 2021
Zambezi Delisting, on Tuesday, 24 August
Expected date of lodging an application for the termination of listing on the JSE of the Northam Shares pursuant to the implementation of the Share Acquisitions Scheme, on or about Tuesday, 24 August
Finalisation announcement in respect of the Transaction expected to be published in the South African press, on or about Tuesday, 24 August
Zambezi settles the Revised Accumulated Dividends to Northam and cancellation of the Northam Shares transferred pursuant to the Revised Accumulated Dividends Settlement expected, on or about Friday, 3 September
Repurchase Implementation Date and cancellation of the Repurchase Shares expected, on or about Friday, 3 September
Extended BEE Transaction Conditions expected to be fulfilled or waived, on or about Friday, 3 September
Finalisation announcement in respect of the Extended BEE Transaction expected to be published on SENS, on or about Friday, 3 September
Northam is expected to assume control of Zambezi and the expected implementation of the Net Value Distribution, on or about Monday, 6 September
Expected date of lodging an application for the termination of listing on the JSE of the Northam Shares pursuant to the Northam Delisting, on or about Monday, 6 September
Finalisation announcement in respect of the Extended BEE Transaction expected to be published in the South African press, on or about Monday, 6 September
Expected implementation of the ESOP Repurchase and cancellation of the ESOP Repurchase Shares, on or about Tuesday, 7 September
Expected Northam Scheme LDT, being the last day to trade in Northam Shares in order to be eligible to participate in the Northam Scheme, on or about (refer to notes 3 and 4) Tuesday, 14 September
Expected suspension of listing of Northam Shares at the commencement of trade on the JSE, on or about Wednesday, 15 September
Expected date of admission of listing on the JSE of the maximum number of Northam Holdings Shares expected to be issued pursuant to the implementation of the Northam Scheme, on or about Wednesday, 15 September
Expected Northam Scheme Record Date, on or about Friday, 17 September
Expected Northam Scheme Implementation Date, on or about Monday, 20 September
Northam Scheme Participants who are Dematerialised Shareholders without “own name” registration expected to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration, on or about (refer to note 6) Monday, 20 September
Northam Scheme Participants who are Certificated Shareholders or Dematerialised Shareholders with “own name” registration and who deliver an Application and Surrender Form (pink) and Documents of Title (where relevant), so as to be received by the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, expected to have their accounts held at their Broker or CSDP credited with the Northam Scheme Consideration, on or about (refer to notes 5 and 6) Monday, 20 September
Northam Scheme Participants who are Issuer Nominee Shareholders expected to have their Northam Scheme Consideration credited to the account of Computershare Nominees, on or about (refer to note 5) Monday, 20 September
Expected date of adjustment (if applicable) of the actual number of Northam Holdings Shares to be listed on the JSE pursuant to the implementation of the Northam Scheme and commencement of trading in Northam Holdings Shares on the JSE, on or about Tuesday, 21 September
Expected date of the termination of listing of Northam Shares on the JSE at the commencement of trade on the JSE, on or about Tuesday, 21 September

Notes:

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

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

Marion Brower +27 71 493 0387

Interest payment notification – NHM018, NHM019 AND NHM020

Northam bondholders are advised of the following interest payments due on Wednesday, 25 August 2021:


Northam bondholders are advised of the following interest payments due on Wednesday, 25 August 2021:

Bond Code: NHM018
ISIN: ZAG000168097
Coupon: 7.433%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R28 558 115.47
Payment Date: 25 August 2021
Date Convention: Following Business Day

Bond Code: NHM019
ISIN: ZAG000168105
Coupon: 7.683%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R16 266 910.68
Payment Date: 25 August 2021
Date Convention: Following Business Day

Bond Code: NHM020
ISIN: ZAG000172594
Coupon: 7.433%
Interest Period: 25 May 2021 to 24 August 2021
Interest Amount Due: R2 473 050.74
Payment Date: 25 August 2021
Date Convention: Following Business Day

Johannesburg
20 August 2021

Debt Sponsor
One Capital

Interest payment notification – NHM011

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


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

Bond Code: NHM011
ISIN No: ZAG000159237
Coupon: 7.425%
Interest Period: 24 May 2021 to 23 August 2021
Interest Amount Due: R11 565 912.33
Payment Date: 24 August 2021
Date Convention: Following Business Day

Johannesburg
19 August 2021

Debt Sponsor
One Capital

Interest payment notification – NHM014

Northam bondholders are advised of the following interest payment due on Friday, 20 August 2021:


Northam bondholders are advised of the following interest payment due on Friday, 20 August 2021:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 6.175%
Interest Period: 20 May 2021 to 19 August 2021
Interest Amount Due: R337 747.12
Payment Date: 20 August 2021
Date Convention: Following Business Day

Johannesburg
17 August 2021

Debt Sponsor
One Capital

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”).

Click here to download full announcement

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.