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Northam Scheme – update regarding foreign shareholder restrictions
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”) (“Northam”)
NORTHAM SCHEME – UPDATE REGARDING FOREIGN SHAREHOLDER RESTRICTIONS
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”).
1. INTRODUCTION
Shareholders of Northam Holdings (“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, Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021, Tuesday,
7 September 2021, Wednesday, 15 September 2021 and Monday, 20 September 2021 as well as the
announcement published by Northam on Friday, 11 June 2021, pertaining to the Composite Transaction.
2. FOREIGN SHAREHOLDER RESTRICTIONS
Foreign Shareholders are referred to 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.
Foreign Shareholders (other than Foreign Shareholders located in the United States) are advised that, based on
the information available to Northam Holdings including the information set out in the securities register, various
exemptions available under the securities laws of one or more Restricted Jurisdictions in respect of the Northam
Scheme Consideration became applicable. Accordingly, any Restricted Foreign Shareholder that qualified for such
exemptions received the Northam Scheme Consideration on Monday, 20 September 2021, in terms of the Northam
Scheme.
Foreign Shareholders located in the United States who are qualified institutional buyers (“QIBs”) (as defined in
Rule 144A under the U.S. Securities Act) (“Eligible U.S. Shareholders”), and who (i) delivered an investor letter
in a form satisfactory to Northam Holdings to the effect that such person is a QIB; and (ii) satisfied certain other
requirements, received the Northam Scheme Consideration on Monday, 20 September 2021.
Foreign Shareholders who (i) are located in the United States and unable to provide investor letters but held
Northam Shares as custodians on behalf of underlying clients not located in the United States or (ii) otherwise
consider themselves to be Eligible U.S. Shareholders, and who did not receive the Northam Scheme Consideration
and who wish to receive the Northam Scheme Consideration (“Relevant U.S. Shareholders”), are hereby informed
that they will have a further opportunity to submit the required investor letters and/or other relevant information for
verification and/or confirmation of securities law exemptions being available, if applicable. Should the verification
process for the Relevant U.S. Shareholder be successful, the Northam Scheme Consideration will be credited to
the Relevant U.S. Shareholder’s account at their CSDP or broker.
Relevant U.S. Shareholders are accordingly advised to submit completed investor letters and/or other relevant
documentation to One Capital Advisory Proprietary Limited (“One Capital”) (investorletter@onecapital.co.za) as
soon as possible so as to be received by no later than 12:00 (South African Standard Time) on Monday,
27 September 2021 for verification, failing which, the Northam Scheme Consideration in respect of the Northam
Scheme Shares previously held by them will be sold and the net proceeds will be remitted to the Restricted Foreign
Shareholders. A template investor letter can be obtained from One Capital (investorletter@onecapital.co.za).
Relevant U.S. Shareholders should contact One Capital at investorletter@onecapital.co.za or on
+27 11 550 5030 / 29 / 27, as soon as possible, if there are any queries on, inter alia, the investor letter, the
documentation required for verification or the abovementioned process.
Johannesburg
21 September 2021
Corporate Advisor to Northam Holdings and Northam Attorneys to Northam Holdings and Northam
One Capital Advisory Proprietary Limited Webber Wentzel
Equity Sponsor and Transaction Sponsor to Independent Sponsor to Northam Holdings
Northam Holdings and Debt Sponsor and and Northam for purposes of the Composite
Transaction Sponsor to Northam Transaction
One Capital Sponsor Services Proprietary Limited Deloitte and Touche Sponsor Services Proprietary Limited
Counsel to Northam and Northam Holdings as to English and US law
Allen & Overy LLP
Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.
Date: 21-09-2021 05:00:00
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