Wrap Text
New R1 Billion Funding Programme And Amendments To The Existing R1 Billion Credit Facility
NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM
Debt issuer code: NHMI
ISIN code: ZAE000030912
(“Northam” or “Company”)
NEW R1 BILLION FUNDING PROGRAMME AND AMENDMENTS TO THE EXISTING R1 BILLION
CREDIT FACILITY, COLLECTIVELY COMPRISING, INTER ALIA, A:
- R600 MILLION FULLY SUBSCRIBED RENOUNCEABLE CLAW BACK OFFER;
- R400 MILLION ADDITIONAL REVOLVING CREDIT FACILITY; AND
- SPECIAL COVENANT HOLIDAY.
1. INTRODUCTION
Northam shareholders (“Shareholders”) are advised of the simultaneous implementation of:
- a R600 million equity capital raising which will be implemented by way of a fully subscribed
renounceable claw back offer (“Claw Back Offer”) (further details of which are set out in paragraph 3
below);
- a new R400 million medium term revolving credit facility that will expire on 31 March 2015 (further
details of which are set out in paragraph 4 below) (“New RCF”); and
- the revision of certain key terms of Northam’s current R1 billion revolving credit facility (“Current
RCF”), including a special covenant holiday and other amendments (“RCF Key Amendments”),
collectively referred to as the “Funding Programme”.
2. RATIONALE FOR THE FUNDING PROGRAMME
Challenging economic and operational conditions have beset the South African mining industry for an
extended period of time, with depressed platinum group metal (“PGM”) basket prices, volatile exchange rates,
rising costs and a complex industrial relations environment being at the forefront of the industry’s challenges.
In addition to the above, Northam’s specific challenges include:
- ZONDEREINDE STRIKE: a 3 week strike at the Zondereinde mine during April 2013, resulting in
production interruptions and permanently lost revenue amounting to approximately R192 million;
- SMELTER REBUILD: in addition to the capital outlay of approximately R55 million associated with the
smelter rebuild, Northam is required to toll treat its concentrate, thereby considerably lengthening its
working capital pipeline and increasing its cost of production during the toll treatment period;
- BOOYSENDAL COMPLETION CAPEX: funding the balance of the capital expenditure programme to
ensure the completion of the Booysendal mine, amounting to approximately R530 million in the 2014
financial year;
- BOOYSENDAL RAMP UP: production at Booysendal will be ramped up to design capacity of 150 000
tons milled per month during the two financial years to 30 June 2015. Earnings and cash flow from
Booysendal are expected to be negative during the current financial year; and
- ZONDEREINDE CAPEX: funding the current financial year’s development and maintenance capital
expenditure at Zondereinde of approximately R350 million.
As at the date of this announcement and as a consequence of a combination of the above factors, Northam
has fully drawn down the R1 billion available under the Current RCF. Pursuant to an existing term of the
Current RCF, Northam may not issue notes in terms of its Domestic Medium Term Note (“DMTN”) Programme
in excess of R1.5 billion (“DMTN Issue Restriction”). To date, Northam has issued notes to the extent of
R1.37 billion under the DMTN Programme.
In the circumstances, Northam has substantially utilised its available credit facilities, prior to announcing the
terms of the Funding Programme.
Certain of the above factors are of a temporary nature, whereas other factors have resulted or will result in a
permanent capital/funding outflow for the Company and/or constitute permanent capital invested, with most of
the associated earnings and cash flow benefits only to be derived by Northam in future financial years.
Northam’s directors (“Board”) and executive management (“Management”) commissioned an extensive
review of the Company’s capital and funding requirements and the implications of its existing funding
arrangements (“Funding Review”). The Board and Management carefully considered the timing, nature and
extent of the Company’s capital and general funding requirements, including the potential effects of the above
factors or other circumstances which may arise.
Following the Funding Review, the Board and Management have resolved to implement a balanced Funding
Programme with a view to, inter alia:
- strengthening Northam’s balance sheet with a moderate equity injection, amounting to less than 4% of
the Company’s current issued share capital (to be implemented in terms of the Claw Back Offer) to
provide for a portion of Northam’s permanent capital requirements, against the backdrop of the near
completion of an approximately R4 billion capital development programme (expressed in 2010 money
terms);
- strengthening Northam’s medium term funding capacity through the introduction of the New RCF,
specifically to ease the peak funding requirements and the impact of certain of the short to medium
term funding constraints that would not require permanent capital (such as the funding requirement
arising from the extended toll treating pipeline); and
- pro-actively addressing Northam’s key short to medium term potential borrowing risks and exposure,
by introducing the RCF Key Amendments.
The Board and Management are confident that the Funding Programme will adequately address the
Company’s specific short to medium term capital and funding requirements.
3. SALIENT TERMS OF THE CLAW BACK OFFER
The Claw Back Offer will immediately contribute R600 million towards the Funding Programme, as more fully
set out below.
In terms of the Claw Back Offer, 15 000 000 new Northam ordinary shares of no par value (“Claw Back
Shares”) will be offered to Shareholders at a price of R40 per Claw Back Share (“Subscription Price”),
representing a total Claw Back Offer subscription consideration of R600 million. The Subscription Price
represents a 2% discount to the 30 day volume weighted average price (“VWAP”) and a 5% premium to the
60 day VWAP of Northam ordinary shares, calculated as at 18 September 2013. The Claw Back Shares will
be offered to Shareholders in the ratio of 3.92068 Claw Back Shares for every 100 Northam ordinary shares
held on 15 November 2013 (“Record Date”).
The Claw Back Offer has been fully subscribed for by Coronation Asset Management (Proprietary) Limited
(“Subscriber”) in accordance with a subscription agreement entered into between the Subscriber and the
Company on 20 September 2013 (“Subscription Agreement”).
In terms of the Subscription Agreement, the R600 million committed by the Subscriber (“Committed
Amount”) is payable to the Company within five business days of the publication of this announcement. The
Subscriber has agreed to allow Northam, upon receipt of the Committed Amount, immediate access to such
funds for purposes of the Company’s general working capital and capital expenditure requirements.
The Claw Back Offer remains conditional upon, inter alia, approval by the JSE Limited of the listing of the
Claw Back Shares and the Claw Back Offer circular (“Circular”).
In view of the fact that Northam will limit the equity capital raising to an amount of R600 million, excess
applications for Claw Back Shares will not be permitted.
The salient terms of the Subscription Agreement are set out below:
i. Liquidity fee
As consideration for the Subscriber agreeing to subscribe for the Claw Back Shares at the
Subscription Price and making payment of the Committed Amount prior to the opening of the
Claw Back Offer, the Company will pay a liquidity fee equal to 2% (two per cent) of the
Committed Amount to the Subscriber.
ii. Other conditions
The Subscription Agreement requires that the Claw Back Offer opens by no later than
2 December 2013.
4. SALIENT FEATURES OF THE NEW RCF
Northam has entered into a credit approved term sheet (“Term Sheet”) that sets out the terms and conditions
pertaining to the New RCF, pursuant to which the Company has secured an additional R400 million revolving
credit facility.
The Term Sheet contains conditions which are customary to a credit facility of this nature and is furthermore
specifically conditional upon Northam having received the full proceeds from the Claw Back Offer (“Equity
Condition”).
The New RCF has an automatic termination date of 31 March 2015, whereupon any drawn down and unpaid
balance must be repaid in full and the facility will expire.
The New RCF shall be unsecured and shall not introduce any material new or otherwise onerous lending
conditions and shall furthermore be subject to the same set of covenants (including revised covenants, as
more fully set out in paragraph 5 below) that govern the Current RCF.
Northam has retained full flexibility to draw down funds, to repay funds drawn under the New RCF and/or to
cancel the New RCF (entirely or partially), prior to its expiry date.
The New RCF is expected to become unconditional within approximately three weeks from the date of this
announcement.
5. RCF KEY AMENDMENTS
5.1 Covenant Holiday
In parallel with the implementation of the New RCF (and therefore conditional upon Northam having
received the full Committed Amount), Northam has secured a complete special covenant holiday
(“Covenant Holiday”) in respect of all existing debt covenants applicable to the Current RCF that pertain
or are calculated with reference to Northam’s earnings before interest, tax, depreciation and amortisation
(“EBITDA Covenants”) over the next three measuring periods (i.e. ending on 31 December 2013,
30 June 2014 and 31 December 2014, respectively) (“Relevant Measuring Periods”).
The Covenant Holiday will apply mutatis mutandis to the New RCF.
The Funding Review highlighted that Northam could be vulnerable to the EBITDA Covenants during the
Booysendal ramp-up period, especially in light of other contributing factors, such as those mentioned in
paragraph 2 above and which may potentially be exacerbated in the event that any production
interruptions occur during the Relevant Measuring Periods.
The Board and Management are confident that the Covenant Holiday appropriately addresses Northam’s
borrowing risk profile in the short to medium term.
5.2 Relaxation of current issue limit in terms of the DMTN Programme
Pursuant to the RCF Key Amendments becoming unconditional, the DMTN Issue Restriction amount (as
set out in paragraph 2 above) will be increased from R1.5 billion to R1.8 billion (“DMTN Issue
Relaxation”), provided that Northam shall be required to apply any proceeds above the previous DMTN
Issue Restriction amount to repay and/or cancel an equal portion of the New RCF.
The DMTN Issue Relaxation provides Northam with sufficient flexibility to independently source funds
from the capital markets in the event that it may need such funds to repay the New RCF at the time of its
automatic expiry.
6. PRO FORMA FINANCIAL EFFECTS OF THE CLAW BACK OFFER
The table below sets out the pro forma financial effects of the Claw Back Offer (“Financial Effects”) based on
the published reviewed results of Northam for the financial year ended 30 June 2013 (“Results”). The
Financial Effects have been prepared in accordance with the JSE Limited Listings Requirements and “The
Revised Guide on Pro Forma Financial Information”, issued by SAICA. The accounting policies used to
prepare the Financial Effects are consistent with those applied in the preparation of the Results.
The Financial Effects have been prepared for illustrative purposes only, in order to provide information on how
the Claw Back Offer may have affected the Results and, because of their nature, may not fairly present the
effects of the Claw Back Offer on Northam’s financial results. The Financial Effects are the responsibility of
the Board.
The table below sets out the Financial Effects on Northam’s earnings per share (“EPS”), headline earnings
per share (“HEPS”), diluted earnings per share (“DEPS”), diluted headline earnings per share (“DHEPS”), net
asset value per share (“NAVPS”) and tangible net asset value per share (“TNAVPS”) for the financial year
ended 30 June 2013.
Before the Pro forma after the Change
(1) (2)
Claw Back Offer Claw Back Offer (%)
EPS (cents) 132 127 (3.79)
HEPS (cents) 136 131 (3.68)
DEPS (cents) 132 127 (3.79)
DHEPS (cents) 136 131 (3.68)
NAVPS (cents) 2 824 2 864 1.42
TNAVPS (cents) 1 332 1 428 7.21
Weighted average number of shares in issue 382 560 902 397 560 902 3.92
Fully diluted number of shares in issue 382 560 902 397 560 902 3.92
Actual number of shares in issue 382 586 090 397 586 090 3.92
Notes:
1. The figures included in the "Before the Claw Back Offer" column have been extracted, without amendment, from the Results,
as published on the Stock Exchange News Service of the securities exchange operated by the JSE Limited (“SENS”) on 15
August 2013.
2. The Financial Effects have been prepared on the basis of the following assumptions:
i. The Claw Back Offer has been assumed to have been concluded on 1 July 2012 for purposes of the statement of
comprehensive income and 30 June 2013 for purposes of the statement of financial position.
ii. 15 000 000 new Northam ordinary shares are issued pursuant to the Claw Back Offer at an issue price of R40 per
share.
iii. Costs directly attributable to the Claw Back Offer of R20 million have been capitalised against equity in accordance
with International Accounting Standard (“IAS”) 32.35. No income has been accounted for on the funds received
pursuant to the Claw Back Offer as they have been assumed to have been applied to general working capital and
capital expenditure of the Company.
iv. 344 040 new share options with an exercise price of R40 will be required to be issued with regards to the Northam
Share Option Scheme; however, these are classified as anti-dilutive in accordance with IAS 33 and have therefore
not been accounted for in the calculation of the diluted number of shares in issue.
7. SALIENT DATES AND TIMES OF THE CLAW BACK OFFER
The expected salient dates and times of the Claw Back Offer are provided below:
2013
Finalisation announcement released on SENS on Friday, 1 November
Finalisation announcement released in the South African press on Monday, 4 November
Last day to trade in Northam shares in order to settle by the Record Date and Friday, 8 November
qualify to participate in the Claw Back Offer (cum entitlement)
Listing and trading of letters of allocation (“LAs”) on the securities exchange Monday, 11 November
operated by the JSE Limited (“JSE”) at 09:00 under the JSE code NHMN and
ISIN ZAE000184164 on
Northam shares commence trading ex-rights on the JSE at 09:00 on Monday, 11 November
Record Date for participation in the Claw Back Offer at the close of business Friday, 15 November
at 17:00 on
Circular and, where applicable, form of instruction posted to Shareholders on Monday, 18 November
Claw Back Offer opens at 09:00 on Monday, 18 November
Dematerialised Shareholders will have their accounts at their central Monday, 18 November
securities depository participant (“CSDP”) or broker automatically credited
with their LAs at 09:00 on
Certificated Shareholders will have their LAs credited to an electronic account Monday, 18 November
held with the Company’s transfer secretary at 09:00 on
Last day to trade in LAs on the JSE Friday, 29 November
Listing of Claw Back Shares on the JSE and trading therein commences at Monday, 2 December
09:00 on
Claw Back Offer closes – payments to be made and forms of instruction in Friday, 6 December
respect of LAs to be delivered by certificated Shareholders by 12:00 on
Record date for LAs Friday, 6 December
Dematerialised Shareholders’ accounts will be updated with entitlements and Monday, 9 December
debited by their CSDP or broker and, if applicable, certificates posted to
certificated Shareholders
Results of Claw Back Offer announcement released on SENS Monday, 9 December
Results of Claw Back Offer announcement released in the press on Tuesday, 10 December
Notes:
1. Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their
acceptance of the Claw Back Offer in the manner and time stipulated in the agreement governing the
relationship between such Shareholder and its CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between Monday, 11 November 2013 and
Friday, 15 November 2013, both days inclusive.
4. The CSDP / broker accounts of dematerialised Shareholders will be automatically credited with Claw
Back Shares to the extent to which they have accepted the Claw Back Offer. If applicable, share
certificates will be posted, by registered post at the Shareholder’s risk, to certificated Shareholders in
respect of the Claw Back Shares which have been accepted.
5. CSDPs / brokers effect payment in respect of dematerialised Shareholders on a delivery versus payment
method.
6. The dates and times provided in this announcement are provisional and may be subject to change. In the
event that these dates and/or times are amended, Shareholders will be informed accordingly.
7. Applications for excess Claw Back Shares will not be permitted.
8. CIRCULAR
The Circular, containing details of the Claw Back Offer, is expected to be posted to Shareholders on or about
Monday, 18 November 2013.
9. FOREIGN SHAREHOLDERS
Any Shareholder resident outside the Republic of South Africa ("Foreign Shareholder") who receives the
Circular and/or a form of instruction (in respect of certificated Shareholders) should obtain advice as to whether
any governmental and/or any other legal consent is required and/or any other formality must be observed to
enable such Shareholder to exercise its allocation rights and to subscribe for Claw Back Shares in terms of the
Claw Back Offer.
The Claw Back Offer does not constitute an offer of securities in any jurisdiction in which it is illegal to make
such an offer and the Circular and form of instruction should not be forwarded or transmitted by recipients
thereof to any person in any territory other than where it is lawful to make such an offer.
Foreign Shareholders should consult their professional advisers to determine whether any governmental or
other consents are required or other formalities need to be observed to allow them to take up the Claw Back
Shares, or trade their LAs. Shareholders holding Northam shares on behalf of persons who are Foreign
Shareholders are responsible for ensuring that the taking up of the Claw Back Shares, or trading in their LAs,
will not breach regulations in the relevant jurisdictions outside the Republic of South Africa.
To the extent that Foreign Shareholders are not entitled to participate in the Claw Back Offer as a result of the
aforementioned restrictions, the LAs that would have been issued to such Shareholders shall be sold on their
behalf by the Company’s transfer secretary, or other third party nominated for this purpose, and the receipts
from such sales remitted to them provided that the aggregate of such receipts is in excess of R10.
Should there be any changes to these restrictions before the finalisation of the Claw Back Offer, details of
such changes will be announced on SENS.
Johannesburg
20 September 2013
Sole Corporate and Debt Advisor, Sole Bookrunner, JSE Sponsor and JSE Debt Sponsor
One Capital
Attorneys
Cliffe Dekker Hofmeyr Incorporated
Date: 20/09/2013 07:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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