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Secondary placement of a 13% interest in Northam and notification in terms of section 122(3) of the Companies Act
NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share issuer code: NHM
ISIN code: ZAE000030912
Debt issuer code: NHMI
ISIN code: ZAG000099524
(“Northam”)
SECONDARY PLACEMENT OF A 13% INTEREST IN NORTHAM AND NOTIFICATION IN TERMS OF
SECTION 122(3) OF THE COMPANIES ACT, NO. 71 OF 2008 (the "Act") AND SECTION 3.83(b) OF THE
JSE LIMITED LISTINGS REQUIREMENTS
1. Introduction
Prior to this announcement ENRC N.V. ("ENRC") held 51 732 782 ordinary shares in Northam
("Shares"), constituting approximately 13.01% of Northam’s issued share capital ("ENRC
Stake").
Following a strategic review by ENRC, it concluded that the ENRC Stake represented a non-
core asset and resolved to dispose thereof in an orderly manner and informed Northam of
this intention.
ENRC and Northam jointly appointed One Capital as sole bookrunner to conduct a bookbuild
("Bookbuild") in respect of the ENRC Stake.
The entire ENRC Stake was placed in the Bookbuild.
Paul Dunne, Northam’s Chief Executive Officer, said “We are very pleased to again see the
strong institutional support for Northam in a difficult platinum market. It is also very positive
to see that this support extends to Northam’s BEE transaction.”
2. Outcome of the Bookbuild
Following an oversubscription by qualifying institutional investors ("Institutions") in terms of
the Bookbuild, the entire ENRC Stake was placed at a price of R48.25 per Northam share
("Bookbuild Price"), representing a total transaction value of approximately R2.5 billion.
The Bookbuild Price represents a discount of approximately 1% to the closing price per Share
on the day preceding the booking of the Bookbuild trades.
3. Expressions of support in respect of Northam’s BEE transaction
All of the Institutions have expressed support ("Expressions of Support") for Northam’s
Black Economic Empowerment transaction ("Northam’s BEE Transaction"), further details of
which are contained in the circular to Northam shareholders dated 17 February 2015
("Circular").
These Expressions of Support, combined with the irrevocable undertakings already received
from other Northam shareholders to vote in favour of the resolutions pertaining to
Northam’s BEE Transaction (as set out in the Circular), indicate strong support for Northam’s
BEE Transaction.
4. Prescribed notification
In accordance with paragraph 3.83(b) of the JSE Limited Listings Requirements and section
122 of the Act, Northam shareholders are advised that Northam has received a notification
from ENRC that it has disposed of its entire shareholding in Northam such that its
shareholding in Northam now amounts to 0% of the total number of Shares in issue.
Northam will file the relevant notices with the Takeover Regulation Panel, as required in
terms of section 122(3)(a) of the Act.
Johannesburg
10 March 2015
Sole Bookrunner in respect of the Bookbuild and Corporate Advisor, Sponsor and Debt Sponsor to
Northam
One Capital
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