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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
Letters of allocation share code: NHMN
Letters of allocation ISIN: ZAE000184164
('Northam' or 'company')
FINALISATION ANNOUNCEMENT IN RESPECT OF THE CLAW-BACK OFFER
1. INTRODUCTION
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.
2013
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 Monday, 11 November
operated by the JSE Limited ('exchange') commences at 09:00 under the
JSE code NHMN and ISIN ZAE000184164 on
Record date at 17:00 on Friday, 15 November
Circular and form of instruction in respects of LAs ("form of instruction") Monday, 18 November
(where applicable) posted to shareholders recorded in the register of
shareholders as at the record date ('qualifying shareholders'), on
Offer opens at 09:00 on Monday, 18 November
Dematerialised qualifying shareholders will have their central securities Monday, 18 November
depository participant ('CSDP') or broker accounts automatically credited with
their LAs at 09:00 on
Certificated qualifying shareholders will have their LAs credited to an Monday, 18 November
electronic account held with the company's transfer secretaries ('transfer
secretaries') at 09:00 on
Last day to trade in LAs on the exchange Friday, 29 November
Certificated qualifying shareholders wishing to sell or renounce all or some of Friday, 29 November
their LAs to deliver forms of instruction to the transfer secretaries by 12:00 on
Listing of claw-back shares on the exchange and trading therein commences Monday, 2 December
at 09:00 on
Offer closes ' payments to be made and forms of instruction in Friday, 6 December
respect of LAs to be delivered by certificated qualifying shareholders with the
transfer secretaries by 12:00 on (see note 5)
Record date for LAs Friday, 6 December
Issue of claw-back shares Monday, 9 December
Dematerialised qualifying shareholders' (or their renouncees') CSDP or broker Monday, 9 December
accounts to be debited with the aggregate subscription price and credited with
claw-back shares at 09:00 on
Share certificates posted to certificated qualifying shareholders (or their Monday, 9 December
renouncees) on or about
Results of the offer released on SENS Monday, 9 December
Results of the offer published in the South African press Tuesday, 10 December
Notes:
1. All times referred to in this announcement are South African times.
2. Shares may not be dematerialised or rematerialised between Monday, 11 November 2013 and Friday,
15 November 2013, both days inclusive.
3. 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.
4. 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.
5. 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.
Johannesburg
1 November 2013
Sole Corporate and Debt Advisor, Sole Bookrunner, JSE Sponsor and JSE Debt Sponsor
One Capital
Attorneys
Cliffe Dekker Hofmeyr Incorporated
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Date: 01/11/2013 12:48:00 Supplied by www.sharenet.co.za
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