Announcements 2021

Interest payment notification – NHM009

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


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

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.425%
Interest Period: 26 April 2021 to 25 July 2021
Interest Amount Due: R7 404 657.53
Payment Date: 26 July 2021
Date Convention: Following Business Day

Johannesburg
21 July 2021

Debt Sponsor
One Capital

Update regarding the composite transaction – adoption of the Zambezi shareholder resolutions by the relevant Zambezi shareholders

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


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

  1. INTRODUCTION

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

  2. As stated in the Scheme Documents and the announcement published on SENS on Monday, 21 June 2021, implementation of the Composite Transaction is conditional upon the fulfilment or waiver of certain conditions precedent, including the adoption by the relevant Zambezi Shareholders of the resolutions required to approve and implement the Zambezi Scheme and the Transaction (collectively, the “Zambezi Shareholder Resolutions”).

    Shareholders are advised that the Zambezi Shareholder Resolutions have been adopted by the relevant Zambezi Shareholders.

    Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.  A further announcement will be published in due course wherein Shareholders will be provided with an update on the revised salient dates and times pertaining to the Composite Transaction, to the extent required.

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

  3. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

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

  4. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

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

    Paul Dunne, Northam’s Chief Executive Officer, commented “Northam is grateful to have received support in excess of 99.9% from both the Zambezi preference shareholders and the Zambezi ordinary shareholders, following similarly overwhelming support received from Northam’s ordinary shareholders.  The support for the transaction, particularly in light of the very high voting turnout amongst all three groups of shareholders, bodes well for Northam and all its stakeholders entering the next phase of the company’s growth and development.

Johannesburg
20 July 2021

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

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

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

Interest payment notification – NHM007

Northam bondholders are advised of the following interest payment due on Friday, 16 July 2021:


Northam bondholders are advised of the following interest payment due on Friday, 16 July 2021:

Bond Code:

NHM007
ISIN No:

ZAG000158593
Coupon:

7.425%

Interest Period:

16 April 2021 to 15 July 2021

Interest Amount Due:

R5 390 331.45

Payment Date:

16 July 2021

Date Convention:

Following Business Day

Johannesburg
13 July 2021

Debt Sponsor
One Capital

Listing of tap issuance – NHM018

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM018 (“Notes”), issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 July 2021.


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes under series NHM018 (“Notes”), issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme, dated 29 October 2020, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 9 July 2021.

The details pertaining to the tap issuance of the NHM018 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR7 904 022 841 (including this issue)
Instrument Code: NHM018
Tranche Number: 5
Nominal Amount: ZAR150 000 000
Issue Price: 100.91640%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):      25 August, 25 November, 25 February and 25 May (or the first Business Day of each Interest Period) of each year until the Maturity Date
Coupon Rate Indicator: Floating Rate
Issue Date: 9 July 2021
Interest Commencement Date: 25 May 2021
Maturity Date: 25 May 2023
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 14 August, 14 November, 14 February, and 14 May of each year until the Maturity Date, or if such day is not a Business Day, the Business Day preceding the Books Closed Period
Books Closed Period: 15 August to 24 August, 15 November to 24 November, 15 February to 24 February and 15 May to 24 May of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 25 August, 25 November, 25 February and 25 May of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Number (ISIN): ZAG000168097
Applicable Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) does not contain additional terms and conditions to the Terms and Conditions as contained in the Programme. The APS is available on Northam’s website: https://www.northam.co.za/downloads/send/96-files/1380-applicable-pricing-supplement-nhm018-tap-issue

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

Johannesburg
8 July 2021

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

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

Update regarding the composite transaction – competition tribunal approval

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


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

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

  3. UPDATE REGARDING THE COMPOSITE TRANSACTION
  4. Northam is pleased to advise Shareholders that on Monday, 5 July 2021, the Competition Tribunal of South Africa unconditionally approved the merger of Northam and Northam Holdings pursuant to the Composite Transaction. Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.

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

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

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

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

    Paul Dunne, Northam’s Chief Executive Officer, commented “The Competition Tribunal approval represents a significant step in the process of executing on our shareholders’ mandate to implement the composite transaction. The next key step will be to obtain the relevant Zambezi shareholder approvals on 20 July 2021 and we are pleased with the high level of commitments in place from both Zambezi preference shareholders and Zambezi ordinary shareholders.”

Johannesburg
6 July 2021
Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

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

Results of the general meeting and update regarding the composite transaction

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 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.

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Northam secures a further R1.0 billion of funding facilities

Northam is pleased to announce that it has increased its available bank funding facilities by R1.0 billion, from R4.0 billion to R5.0 billion.


Northam is pleased to announce that it has increased its available bank funding facilities by R1.0 billion, from R4.0 billion to R5.0 billion. The increase comprises a R500 million increase in the existing revolving credit facility (“RCF”) from R3.5 billion to R4.0 billion, and a R500 million increase in the existing general banking facility (“GBF”) from R500 million to R1.0 billion. The interest rates on both the RCF and the GBF remain unchanged.

Paul Dunne, Northam’s Chief Executive, said “Whilst the RCF and GBF are currently fully undrawn, Northam has reviewed and increased its credit facilities to ensure these remain in step with the significant increase in the Company’s scope of operations.  Northam is pleased to have secured additional facilities on the same commercial terms”.

Johannesburg
30 June 2021

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Webber Wentzel

Sole Mandated Lead Arranger, Original Lender and Facility Agent in respect of the RCF and GBF
Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division)

Changes to the board of directors

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”).


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

Update regarding the Composite Transaction

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 (“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 (“Scheme Documents”).

  • 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, and Monday, 31 May 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
    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.

  • UPDATE REGARDING THE COMPOSITE TRANSACTION
    • Zambezi Scheme Circular, Zambezi Disposals Circular and Zambezi meetings
      • As stated in the Scheme Documents, implementation of the Composite Transaction is conditional upon the fulfilment or waiver of certain conditions precedent (“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 Scheme Circular and Zambezi Disposals Circular (collectively, the “Zambezi Circulars”) will be posted to the relevant Zambezi Shareholders today, 21 June 2021. The Zambezi Scheme Circular and Zambezi Disposals Circular are available on Zambezi’s website at  https://www.northam.co.za/downloads/send/152-2021/1372-joint-scheme-circular and at https://www.northam.co.za/downloads/send/152-2021/1373-circular-to-zambezi-ordinary-shareholders respectively.
      • The Zambezi Circulars incorporate notices convening the relevant general meetings of Zambezi Shareholders, to be held on Tuesday, 20 July 2021, in order to consider and, if deemed appropriate, approve the Zambezi Shareholder Resolutions (“Zambezi Meetings”).
      • Northam will publish a further announcement on SENS in due course regarding the results of the Zambezi Meetings.
    • Extension of the date for fulfilment or waiver of certain Conditions Precedent
      • As set out in the Scheme Documents, the dates for fulfilment or waiver of the Conditions Precedent may be extended by Northam, from time to time.
      • Shareholders are hereby advised that the date for fulfilment or waiver of:
        • the Transaction Conditions envisaged in:
          • paragraph 10.2.1.7 of the Circular and paragraph 1.7 of annexure 6 to the Northam Holdings Prospectus, has been extended from 30 June 2021 to 30 July 2021; and
          • paragraph 10.2.1.9 of the Circular and paragraph 1.9 of annexure 6 to the Northam Holdings Prospectus, has been extended from 16 August 2021 to 23 August 2021; and
        • the Extended BEE Transaction Conditions envisaged in:
          • paragraph 26.1.6 of the Circular and paragraph 3.1.4.1.6 of section 2 of the Northam Holdings Prospectus, has been extended from 16 August 2021 to 23 August 2021; and
          • paragraph 26.1.7 of the Circular and paragraph 3.1.4.1.7 of section 2 of the Northam Holdings Prospectus, has been extended from 27 August 2021 to 3 September 2021.
  • 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 import of such information.

  • 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 import of such information.

Johannesburg
21 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

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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

Further shareholder and Zambezi preference shareholder support for the early maturity of the Zambezi BEE transaction and implementation of the extended BEE transaction and disclosure of the forecast exchange rate assumptions applied in the relevant independent expert reports

  • 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


  • 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:

  Support including Zambezi
(note 3)
Support excluding Zambezi
(note 3)
Zambezi (note 1) 31.4% -
Public Investment Corporation (SOC) Limited 12.9% 18.8%
Coronation Asset Management Proprietary Limited (acting on behalf of its clients) (note 2) 5.4% 7.9%
Fairtree Asset Management Proprietary Limited (acting on behalf of its clients) 3.6% 5.3%
Allan Gray Proprietary Limited (acting on behalf of its clients) 3.5% 5.1%
Prudential Investment Managers (South Africa) Proprietary Limited (acting on behalf of its clients) (note 2) 2.7% 3.9%
Sanlam Investment Management Proprietary Limited (acting on behalf of its clients) 2.6% 3.8%
Old Mutual Investment Group Proprietary Limited (acting on behalf of its clients) 2.4% 3.5%
Abax Investments Proprietary Limited (acting on behalf of its clients) 0.8% 1.2%
STANLIB Multi-Asset & Equity (acting on behalf of its clients) 0.5% 0.7%
Total support (rounding differences may occur) 65.8% 50.2%

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.