Wrap Text
Implementation of the Northam Scheme
NORTHAM PLATINUM HOLDINGS LIMITED NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 2020/905346/06) (Registration number 1977/003282/06)
Share code: NPH ISIN: ZAE000298253 Debt issuer code: NHMI
(“Northam Holdings”) Bond code: NHM007 Bond ISIN: ZAG000158593
Bond code: NHM009 Bond ISIN: ZAG000158866
Bond code: NHM011 Bond ISIN: ZAG000159237
Bond code: NHM012 Bond ISIN: ZAG000160136
Bond code: NHM014 Bond ISIN: ZAG000163650
Bond code: NHM015 Bond ISIN: ZAG000164922
Bond code: NHM016 Bond ISIN: ZAG000167750
Bond code: NHM018 Bond ISIN: ZAG000168097
Bond code: NHM019 Bond ISIN: ZAG000168105
Bond code: NHM020 Bond ISIN: ZAG000172594
(“Northam”)
IMPLEMENTATION OF THE NORTHAM SCHEME
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in
respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).
KEY FEATURES OF THE COMPOSITE TRANSACTION
Acceleration of maturity and wind-up of the Zambezi BEE Transaction:
- R10.5 billion of pre-tax value unlocked for Northam Group employees, communities and
strategic BEE partners
- 26.1% reduction in Northam’s issued share capital net of Treasury Shares
- Extinguishment of the guarantee provided by Northam to Zambezi Preference Shareholders
- Continuation of senior management’s incentive structure until 17 May 2025, ensuring
retention of key individuals
The Extended BEE Transaction:
- Creates flexibility to ensure compliance with the BEE ownership requirements set out in the
Mining Charter in respect of existing mining rights and new mining rights through the
introduction of Northam Holdings
- c. 26.5% ownership by historically disadvantaged persons in Northam for a further 15 years
- Emphasis on participation by Northam Group employees (excluding management and
employees that participate in the Northam share incentive plan) and host and affected
communities
- Participation by other HDPs such as women’s groups and youth groups, through the
proposed listing of HDP SPV on the BEE segment of the JSE
1. INTRODUCTION
Shareholders of Northam Holdings (“Shareholders”) are referred to the Scheme Documents as well as the
combined announcements published by Northam Holdings and Northam on SENS on Tuesday, 23 March 2021,
Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021,
Tuesday, 20 July 2021, Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021 and
Tuesday, 7 September 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.
2. IMPLEMENTATION OF THE NORTHAM SCHEME
Northam Holdings and Northam are pleased to advise that with effect from today, 20 September 2021, the Northam
Scheme has been implemented, pursuant to which Northam Holdings has acquired all of the Northam Scheme
Shares held by Northam Scheme Participants in exchange for Northam Holdings Shares, on a one-for-one basis,
subject to the provisions set out in the Scheme Documents.
3. OVERVIEW OF THE TRANSACTION
- The Zambezi Scheme was implemented on Monday, 23 August 2021, whereby Northam acquired all of the
remaining Zambezi Preference Shares not already held by it, resulting in Northam holding 100% of the
Zambezi Preference Shares in issue. The Zambezi Preference Shares were subsequently delisted from the
JSE.
- On Monday, 6 September 2021, Northam, in its capacity as the Zambezi N Shareholder, assumed voting and
economic control of Zambezi and Zambezi became a Subsidiary of Northam. Additionally, Zambezi made the
Net Value Distribution, comprising a cash dividend and a dividend in specie of the Residual Northam Shares
to the Zambezi Ordinary Shareholders.
- Pursuant to the implementation of the Revised Accumulated Dividends Settlement, the Repurchase and the
ESOP Repurchase (collectively, the “Transaction Repurchases”), Northam repurchased, in aggregate,
91 953 058 Northam Shares, amounting to approximately 18% of all the Northam Shares in issue prior to the
implementation of the Transaction, which Northam Shares were cancelled.
- Following the implementation of the Transaction Repurchases, Northam has a total of 417 828 154 Northam
Shares in issue, of which 41 040 939 Northam Shares are held by Zambezi as Treasury Shares, resulting in
an effective 26.1% decrease in the number of Northam Shares in issue prior to the implementation of the
Transaction, net of Treasury Shares.
The remaining components of the Transaction, comprising, inter alia, the facilitation of the payment of the Zambezi
Taxes, the Zambezi Preference Share Redemption and the voluntary winding up of Zambezi, will be implemented
in due course in accordance with the terms and conditions set out in the Scheme Documents.
4. OVERVIEW OF THE NORTHAM GROUP FOLLOWING IMPLEMENTATION OF THE NORTHAM SCHEME
As a result of the implementation of the Northam Scheme, today, 20 September 2021, Northam Holdings holds
100% of all Northam Shares in issue (excluding Treasury Shares) and Northam is a subsidiary of Northam Holdings.
The total number of Northam Holdings Shares in issue amounts to 376 787 216. In terms of paragraph 11.8B of the
JSE Listings Requirements, Northam Holdings confirms that the level of public shareholders envisaged in paragraph
4.25 and 4.26 of the JSE Listings Requirements has been achieved.
The introduction of Northam Holdings optimises the Northam Group structure for compliance with the HDP
ownership requirements set out in the Mining Charter.
Shareholders are referred to the detailed announcement available on the Northam Group’s website at
https://www.northam.co.za/investors-and-media/announcements/2021#implementation-of-the-northam-scheme
for an organogram of the Northam Group following implementation of the Transaction (as detailed above) and the
Northam Scheme
Overview of the Northam Group
Northam is an independent, integrated mine to market PGM producer and its existing core business assets are the
Zondereinde, Booysendal and Eland mine complexes, together with the smelter complex located at the Zondereinde
mine. Its primary products are the three main PGMs – platinum, palladium and rhodium – and gold (“4E”). More
information pertaining to the Northam Group, including its financial performance, operational performance, health
and safety performance, mineral resources and mineral reserves can be found on the Northam Group website at
www.northam.co.za.
Prospects of the Northam Group
In 2015, the Northam Group embarked on a four-phased growth strategy and invested significant financial resources
to increase its PGM production safely, efficiently and sustainably against the sector trend of depleting supply. The
medium-term production target of 1 million 4E ounces per annum is fully funded and on track for the 2026 financial
year. The Northam Group commenced with phase four of the growth strategy (return value to shareholders) with
the purchase of Zambezi Preference Shares in the second half of the 2016 calendar year and is well positioned to
continue returning value to Shareholders. The Northam Group continues to assess available growth strategies.
5. UPDATE REGARDING THE EXTENDED BEE TRANSACTION
The next phase of the Composite Transaction is the implementation of the Extended BEE Transaction in accordance
with the terms and conditions contained in the Scheme Documents, which is expected to occur within the next 12
to 24 months. Upon implementation of the Extended BEE Transaction, ownership in Northam by HDPs will be
restored to up to 26.5% (net of Treasury Shares) for up to 15 years, with an emphasis on participation by Employees
and Communities.
6. NORTHAM BOARD RESPONSIBILITY STATEMENT
The Northam Board (to the extent that the information relates to Northam) 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 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
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.
Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “This is a very special day for Northam. The
implementation of the Northam Scheme, combined with the listing of Northam Holdings, represents a significant
milestone in Northam’s history and we appreciate the efforts of all the parties involved in making this landmark
transaction possible. We are especially grateful for the overwhelming support received from our shareholders and we
look forward to further value creation for all stakeholders as the Group continues to execute on its growth strategy.”
Johannesburg
20 September 2021
Corporate Advisor to Northam and Attorneys to Northam and Northam Holdings
Northam Holdings Webber Wentzel
One Capital Advisory Proprietary Limited
Equity Sponsor, Debt Sponsor and Transaction Independent Sponsor to Northam and Northam
Sponsor to Northam and Equity Sponsor and Holdings
Transaction Sponsor to Northam Holdings Deloitte and Touche Sponsor Services Proprietary Limited
One Capital Sponsor Services Proprietary Limited
Northam Holdings Directors: David Hugh Brown (Chairman)*^; Hester Helena Hickey*^; Dr Noluyolo Yoza Jekwa*^; Glyn Tudor
Lewis*^; Mcebisi Hubert Jonas*^; Tebogo Emily Kgosi^; Temba Irvine Mvusi*^; Jean Johannes Nel*^; John Gabriel Smithies*^;
Paul Anthony Dunne (Chief Executive Officer); Aletta Helena Coetzee (Chief Financial Officer)
Northam Directors: David Hugh Brown (Chairman)*^; Hester Helena Hickey*^; Paul Anthony Dunne (Chief Executive Officer);
Aletta Helena Coetzee (Chief Financial Officer)
* Independent ^ Non-executive
Foreign Shareholders
Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.
Short-form announcement
This short form announcement is the responsibility of the Northam Holdings Board and the Northam Board and is only
a summary of the detailed announcement published on SENS on Monday, 20 September 2021. This short form announcement
does not contain full or complete details. Investors and Shareholders should therefore refer to the detailed announcement
which may be downloaded from the Northam Group website at https://www.northam.co.za/investors-and-media/announcements/2021#implementation-of-the-northam-scheme
and may be viewed at the registered offices of Northam Holdings and Northam and One Capital Sponsor Services Proprietary Limited,
at no charge, during standard business hours.
Date: 20-09-2021 08:42:00
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