NORTHAM PLATINUM LIMITED - Acquisition of R1.27bn of Zambezi preference shares, placement of R1.27bn of new notes & increase in DMTN to R10bn

Acquisition of R1.27bn of Zambezi preference shares, placement of R1.27bn of new notes & increase in DMTN to R10bn

NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM ISIN: ZAE000030912
Debt issuer code: NHMI
Bond code: NHM002       Bond ISIN: ZAG000129024
Bond code: NHM006       Bond ISIN: ZAG000158577
Bond code: NHM007       Bond ISIN: ZAG000158593
Bond code: NHM008       Bond ISIN: ZAG000158858
Bond code: NHM009       Bond ISIN: ZAG000158866
Bond code: NHM010       Bond ISIN: ZAG000159229
Bond code: NHM011       Bond ISIN: ZAG000159237
Bond code: NHM012       Bond ISIN: ZAG000160136
Bond code: NHM013       Bond ISIN: ZAG000162181
Bond code: NHM014       Bond ISIN: ZAG000163650
Bond code: NHM015       Bond ISIN: ZAG000164922
(“Northam”)

ACQUISITION OF R1.27 BILLION OF ZAMBEZI PREFERENCE SHARES, FULLY FUNDED THROUGH A
PLACEMENT OF R1.27 BILLION OF NOTES UNDER THE DMTN PROGRAMME, AND AN INCREASE IN
THE DMTN PROGRAMME AMOUNT TO R10 BILLION

1.   ACQUISITION OF ZAMBEZI PREFERENCE SHARES FOR R1.27 BILLION

     Northam shareholders are referred to the announcement dated 1 November 2019 (“previous
     announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF)
     Limited (“Zambezi”) (“Zambezi preference shares”).

     Northam is pleased to announce that, since the date of the previous announcement, it has acquired an
     additional 16.7 million Zambezi preference shares for a total cash consideration of approximately
     R1.27 billion (“ZPLP acquisition”). Northam now holds a total of 53 376 850 Zambezi preference shares,
     representing approximately 33.38% of all Zambezi preference shares in issue.

     As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce
     the preference share dividend expense and liability included in Northam’s consolidated financial
     statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of
     Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi redeem
     the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”)
     held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will
     result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in
     issue.

     The ZPLP acquisition has been fully funded through the placement of the new notes, as further detailed
     below.

     The ZPLP acquisition is not a categorised transaction in terms of the JSE Limited Listings Requirements
     and information relating thereto is provided for information purposes only.

2.   INCREASE IN NORTHAM’S DMTN PROGRAMME AMOUNT FROM R5 BILLION TO R10 BILLION

     In terms of the programme memorandum in respect of Northam's ZAR5 000 000 000 Domestic Medium
     Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time
     (“DMTN Programme”), the board of directors of Northam has approved an increase in the Programme                                                                                                       
     Nominal Amount from ZAR5 000 000 000 to ZAR10 000 000 000. This increase will provide Northam with
     additional funding flexibility.

3.   PLACEMENT OF R1.27 BILLION OF NEW NOTES

     Northam is pleased to announce that it has completed a private placement of notes to the value of
     R1.27 billion (“new notes”) under its DMTN Programme, in an amount equal to the consideration payable
     under the ZPLP acquisition. The new notes were placed as a new tranche under the NHM014 series and
     were listed on the Interest Rate Market of the JSE today, 3 April 2020. The new notes were issued on the
     same terms as the NHM014 series with a maturity date of 20 November 2021 and a floating interest rate of
     3 month ZAR-JIBAR plus 2.5%, with interest payable quarterly. Following the placement of the new notes,
     the total aggregate nominal amount of notes in issue under the DMTN Programme amounts to R5.445
     billion.


Johannesburg
3 April 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Sole Arranger and Dealer to Northam in respect of the new notes and the DMTN Programme
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Legal Advisors to Northam, the Arranger and the Dealer in respect of the new notes and the DMTN
Programme
Bowman Gilfillan Inc.




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Date: 03-04-2020 04:31:00
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