Wrap Text
Proposed acquisition by Northam, delisting of Zambezi pref shares and amendments to the Zambezi pref share terms
ZAMBEZI PLATINUM (RF) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2014/106927/06)
JSE preference share code: ZPLP
ISIN code: ZAE000202552
(“Zambezi”)
PROPOSED ACQUISITION BY NORTHAM OF ALL THE ZAMBEZI PREFERENCE SHARES IN
ISSUE NOT ALREADY HELD BY NORTHAM, DELISTING OF THE ZAMBEZI PREFERENCE
SHARES AND AMENDMENTS TO THE ZAMBEZI PREFERENCE SHARE TERMS
1. INTRODUCTION
1.1. Zambezi preference shareholders (“Preference Shareholders”) are referred to the
announcement published on the Stock Exchange News Service (“SENS”) operated by the
JSE Limited (“JSE”) on 2 November 2020, wherein Preference Shareholders were referred
to the cautionary announcement published by Northam Platinum Limited (“Northam”) on
SENS on 2 November 2020, advising that Northam and Zambezi had entered into
discussions regarding a potential transaction to accelerate the maturity of the
empowerment transaction concluded between Northam and Zambezi in May 2015
(“Northam BEE Transaction”).
1.2. Preference Shareholders are further advised that:
1.2.1. on 22 March 2021, Zambezi and Northam entered into an implementation and
framework agreement wherein the terms of the proposed acceleration of the
maturity and the wind up of the Northam BEE Transaction (“Transaction”) have
been agreed; and
1.2.2. Northam proposes to conclude an extended 15-year BEE transaction to maintain
ownership by historically disadvantaged persons (as defined in the Mineral and
Petroleum Resources Development Act, No. 28 of 2002) in the Northam group
at c. 26.5%, with an emphasis on participation by Northam group employees and
host and affected communities (“Extended BEE Transaction”).
1.3. The Transaction and the Extended BEE Transaction are collectively referred to as the
“Composite Transaction”.
1.4. The Transaction and the Extended BEE Transaction are each subject to the fulfilment or
waiver of certain conditions precedent (referred to in paragraph 3 below) and are inter-
conditional upon one another.
1.5. Preference Shareholders are referred to the announcement published by Northam on
SENS today, 23 March 2021 (“Northam Announcement”) for further details in respect of
the Composite Transaction.
1.6. The salient terms of the Transaction that are relevant to the Preference Shareholders are
set out in paragraph 2 below.
1.7. The board of directors of Zambezi (“Zambezi Board”) is supportive of the Transaction.
2. SALIENT TERMS OF THE TRANSACTION RELEVANT TO THE PREFERENCE
SHAREHOLDERS
As set out in the Northam Announcement, the Transaction will be implemented in sequential steps.
The key components of the Transaction, including the salient terms thereof, that are relevant to
the Preference Shareholders, are as follows:
2.1. The Zambezi Scheme
2.1.1. Northam will make an offer to the Preference Shareholders to acquire the
remaining cumulative, non-participating preference shares in the issued share
capital of Zambezi (“ZPLPs”) not already held by Northam, for a cash
consideration per ZPLP amounting to the initial subscription price per ZPLP of
R41.00 together with the accumulated ZPLP dividends (collectively, the “Face
Value”) on the date on which the acquisition is implemented, plus a 15.99%
premium to the Face Value (collectively, the “ZPLP Offer Consideration”),
(“ZPLP Offer”).
2.1.2. The ZPLP Offer will be implemented by way of a scheme of arrangement to be
proposed by the Zambezi Board between Zambezi and the Preference
Shareholders in terms of section 114(1) read with section 115 of the Companies
Act, No. 71 of 2008 (“Companies Act”), (“Zambezi Scheme”).
2.1.3. Following implementation of the Zambezi Scheme, Northam will be the sole
Preference Shareholder.
2.1.4. The tax and other implications of the Zambezi Scheme for the Preference
Shareholders are dependent on the individual circumstances and jurisdictions
applicable to each Preference Shareholder. It is recommended that Preference
Shareholders seek appropriate professional advice in this regard.
2.2. ZPLP Delisting and ZPLP Term Amendments
2.2.1. Simultaneously with the Zambezi Scheme, the Zambezi Board will propose:
2.2.1.1. a delisting of the ZPLPs from the exchange operated by the JSE in
terms of paragraph 1.17 of the JSE Debt Listings Requirements
(“Debt Listings Requirements”), (“ZPLP Delisting”); and
2.2.1.2. certain amendments to the rights and privileges attaching to the
ZPLPs as set out in Zambezi’s memorandum of incorporation in
terms of paragraph 6.56(b) of the Debt Listings Requirements in order
to enable the implementation of the Transaction (“ZPLP Term
Amendments”).
2.2.2. Implementation of the ZPLP Delisting and the ZPLP Term Amendments will only
become effective if the Zambezi Scheme is implemented and will therefore only
affect Northam as the sole Preference Shareholder following implementation of
the Zambezi Scheme.
3. CONDITIONS PRECEDENT
Implementation of the Transaction (including the Zambezi Scheme, the ZPLP Delisting and the
ZPLP Term Amendments) will be subject to the fulfilment or waiver of certain conditions precedent
including, inter alia, the conditions set out below. The full conditions precedent will be set out in
the Circular (as defined in paragraph 7 below).
3.1. The resolutions required in order to approve and implement the Zambezi Scheme and all
matters ancillary thereto, are adopted by the requisite majority of Zambezi ordinary
shareholders and Preference Shareholders (“Zambezi Shareholders”).
3.2. The Transaction Conditions and the Extended BEE Transaction Conditions (as set out in
the Northam Announcement) are timeously fulfilled or waived, save for the conditions
relating to the Zambezi Scheme and the Repurchase (as defined in the Northam
Announcement) being implemented.
3.3. All regulatory consents are received on an unconditional basis or, to the extent that any
such regulatory consents are subject to any obligation, undertaking, condition or
qualification, the party adversely affected thereby confirms in writing to the other party that
the condition is acceptable to it.
4. RATIONALE FOR THE ZPLP OFFER AND ZPLP DELISTING
4.1. The ZPLP Offer Consideration represents a 15.99% premium to the prevailing Face Value.
4.2. The ZPLP Offer Consideration will be settled in cash, as opposed to a distribution of
ordinary shares in the issued share capital of Northam held by Zambezi to the Preference
Shareholders on maturity of the Northam BEE Transaction.
4.3. Following implementation of the Zambezi Scheme, Northam will be the sole Preference
Shareholder and a listing of the Preference Shares on the JSE would no longer be
necessary.
5. PREFERENCE SHAREHOLDER SUPPORT
As at the date of this announcement, support has been obtained from Preference Shareholders in
respect of the Preference Shareholder resolutions required to implement the Transaction (“ZPLP
Resolutions”) representing 97.4% of all the ZPLPs eligible to vote on the ZPLP Resolutions,
inclusive of Northam. To the extent that Northam is precluded from voting on any of the ZPLP
Resolutions, support in respect of 78.8% of the ZPLPs eligible to vote on those ZPLP Resolutions
has been obtained.
6. INDEPENDENT EXPERT REPORT
Mazars Corporate Finance Proprietary Limited has been appointed as the independent expert to
prepare a report in relation to the Zambezi Scheme in accordance with sections 114(2) and 114(3)
of the Companies Act (“Report”). A copy of the Report will be included in the Circular.
7. CIRCULAR
A circular pertaining to the Zambezi Scheme, the ZPLP Delisting and the ZPLP Term Amendments
will be distributed to Zambezi Shareholders in due course (“Circular”). Preference Shareholders
are advised to refer to the Circular for the full terms and conditions of the Zambezi Scheme, the
ZPLP Delisting and the ZPLP Term Amendments.
Johannesburg
23 March 2021
Corporate advisor to Zambezi Corporate advisor to Northam
Nisela Capital Proprietary Limited One Capital Advisory Proprietary Limited
Attorneys to Zambezi Attorneys to Northam
Cliffe Dekker Hofmeyr Inc. Webber Wentzel
Transaction and debt sponsor to Zambezi Transaction, equity and debt sponsor to
One Capital Sponsor Services Proprietary Northam
Limited One Capital Sponsor Services Proprietary
Limited
Independent Expert to Zambezi
Mazars Corporate Finance Proprietary
Limited
Date: 23-03-2021 07:06:00
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.
Sharenet Sites 
