Finalisation announcement in respect of the claw-back offer
Northam shareholders (“shareholders”) are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 20 September 2013 advising shareholders of, inter alia, a proposed R600 million equity capital raising to be implemented by way of a fully subscribed renounceable claw- back rights offer (“offer”).
The offer will comprise an offer to shareholders of 15 million new Northam ordinary shares (“claw-back shares”) at a subscription price of R40 per claw-back share (“subscription price”), in the ratio of 3.92068 claw-back shares for every 100 Northam ordinary shares (“shares”) held on the record date of the offer, being Friday 15 November 2013 (“record date”). Excess applications for claw-back shares will not be permitted.
The offer has been fully subscribed for by Coronation Asset Management Proprietary Limited (“subscriber”) in accordance with a commitment agreement entered into between the subscriber and the company on 20 September 2013.
2. CONDITIONS PRECEDENT
Northam is pleased to advise shareholders that all conditions precedent pertaining to the offer have been fulfilled and the offer is therefore unconditional.
3. SALIENT DATES AND TIMES
The final salient dates and times for the offer are set out below.
|Last day to trade in shares in order to participate in the offer (cum entitlement)||Friday, 8 November|
|Shares commence trading ex-entitlement at 09:00 on||Monday, 11 November|
|Listing and trading of letters of allocation (“LAs”) on the securities exchange operated by the JSE Limited (“exchange”) commences at 09:00 under the JSE code NHMN and ISIN ZAE000184164 on||Monday, 11 November|
|Record date at 17:00 on||Friday, 15 November|
|Circular and form of instruction in respects of LAs (“form of instruction”) (where applicable) posted to shareholders recorded in the register of shareholders as at the record date (“qualifying shareholders”), on||Monday, 18 November|
|Offer opens at 09:00 on||Monday, 18 November|
|Dematerialised qualifying shareholders will have their central securities depository participant (“CSDP”) or broker accounts automatically credited with their LAs at 09:00 on||Monday, 18 November|
|Certificated qualifying shareholders will have their LAs credited to an electronic account held with the company’s transfer secretaries (“transfer secretaries”) at 09:00 on||Monday, 18 November|
|Last day to trade in LAs on the exchange||Friday, 29 November|
|Certificated qualifying shareholders wishing to sell or renounce all or some of their LAs to deliver forms of instruction to the transfer secretaries by 12:00 on||Friday, 29 November|
|Listing of claw-back shares on the exchange and trading therein commences at 09:00 on||Monday, 2 December|
|Offer closes – payments to be made and forms of instruction in respect of LAs to be delivered by certificated qualifying shareholders with the transfer secretaries by 12:00 on (see note 5)||Friday, 6 December|
|Record date for LAs||Friday, 6 December|
|Issue of claw-back shares||Monday, 9 December|
|Dematerialised qualifying shareholders’ (or their renouncees’) CSDP or broker accounts to be debited with the aggregate subscription price and credited with claw-back shares at 09:00 on||Monday, 9 December|
|Share certificates posted to certificated qualifying shareholders (or their renouncees) on or about||Monday, 9 December|
|Results of the offer released on SENS||Monday, 9 December|
|Results of the offer published in the South African press||Tuesday, 10 December|
- All times referred to in this announcement are South African times.
- Shares may not be dematerialised or rematerialised between Monday, 11 November 2013 and Friday, 15 November 2013, both days inclusive.
- Dematerialised qualifying shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the claw-back shares in the manner and within the time stipulated in the agreement governing the relationship between the shareholder and his/her CSDP or broker.
- The CSDP or broker accounts of dematerialised qualifying shareholders (or their renouncees) will be automatically credited with claw-back shares to the extent to which they have accepted the offer. If applicable, certificates evidencing claw-back shares will be posted, by registered post, to certificated qualifying shareholders (or their renouncees) at his/her risk in respect of the claw-back shares which have been accepted.
- CSDP’s effect payment in respect of dematerialised qualifying shareholders (or their renouncees) on a delivery versus payment basis.
4. OFFER CIRCULAR
A circular, containing further details of the offer (“circular”), including a form of instruction, where applicable, will be posted to qualifying shareholders on Monday, 18 November 2013.
5. FOREIGN SHAREHOLDERS
This paragraph is intended as a general guide only and any person outside of South Africa who is in doubt as to his or her position should consult his or her professional advisor without delay.
The LAs and the claw-back shares have not been and will not be registered or offered under or in terms of the laws of any jurisdiction other than South Africa. In the circumstances, the making of the offer, the distribution of the circular and the form of instruction, where applicable, and the transfer of claw-back shares and/or LAs to certain persons who have registered addresses outside of South Africa, or who are resident or located in, or who are citizens of, countries other than South Africa, (“foreign persons”) may be restricted by the laws of the relevant jurisdiction and failure to comply with any of those restrictions may constitute a contravention of the laws of any such territory ("restricted territories").
Foreign persons should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to participate in the offer and/or to sell or renounce their LAs. It is the responsibility of foreign persons wishing to take up LAs or to transfer or dispose of their LAs to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith.
Receipt of the circular, a form of instruction or the crediting of LAs to the securities account of a foreign person will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and such foreign persons will not be entitled to take up or transfer LAs or acquire claw-back shares unless such action would not result in the contravention of any registration or other legal requirement in their relevant jurisdiction. The LAs of foreign persons who may not lawfully exercise their LAs will be sold on their behalf by the transfer secretaries, or their nominee, and the proceeds remitted to them provided that the proceeds, net of related costs, are in excess of R10.
The company reserves the right to treat as invalid any acceptance or purported acceptance of claw-back shares or the sale or renunciation or purported sale or renunciation of LAs by foreign persons if it appears to the company or its agents that such acceptance, sale or renunciation or purported acceptance, sale or renunciation, may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement.
Sole Corporate and Debt Advisor, Sole Bookrunner, JSE Sponsor and JSE Debt Sponsor
Cliffe Dekker Hofmeyr Incorporated
Computershare Investor Services Proprietary Limited
Russell & Associates
Tel +27 (0)11 880 3924