Wrap Text
Update regarding the Transaction and changes to the Zambezi Board
ZAMBEZI PLATINUM (RF) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2014/106927/06)
JSE preference share code: ZPLP
ISIN: ZAE000202552
(“Zambezi” or the “company”)
UPDATE REGARDING THE TRANSACTION AND CHANGES TO THE ZAMBEZI BOARD (SUBJECT TO THE
TRANSACTION BECOMING WHOLLY UNCONDITIONAL)
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the meanings ascribed
thereto in the announcement published by Zambezi on SENS on Tuesday, 23 March 2021 (“Zambezi Announcement”)
and the combined announcement published by Northam Platinum Limited (“Northam”) and Northam Platinum Holdings
Limited (“Northam Holdings”) on SENS on Tuesday, 23 March 2021, as the case may be.
1. UPDATE REGARDING THE TRANSACTION
Preference Shareholders are referred to the Zambezi Announcement, wherein Preference Shareholders were advised,
inter alia, that:
• Zambezi and Northam entered into an implementation and framework agreement wherein the terms of the
proposed acceleration of the maturity and wind-up of the Northam BEE Transaction (“Transaction”) had been
agreed; and
• Northam proposes to conclude an extended 15-year BEE transaction to restore ownership by HDPs in Northam
to up to 26.5% (net of treasury shares), with an emphasis on participation by Northam group employees and
host and affected communities (“Extended BEE Transaction”).
The Transaction (including the components which are relevant to the Preference Shareholders, being the Zambezi
Scheme, the ZPLP Delisting and the ZPLP Term Amendments) as well as the Extended BEE Transaction are subject
to the fulfilment or waiver of certain conditions precedent including, inter alia:
• the adoption by the requisite majority of the relevant Zambezi Shareholders of the Zambezi Shareholder
Resolutions required in order to approve and implement the Zambezi Scheme and matters ancillary thereto; and
• the adoption by the requisite majority of shareholders of Northam (“Northam Shareholders”) of the Northam
Resolutions required in order to approve and implement the Composite Transaction and matters ancillary
thereto.
Preference Shareholders are referred to the announcement published by Northam and Northam Holdings on SENS
today, 31 May 2021, whereby Northam Shareholders were advised, inter alia, of the posting of the combined circular
to Northam Shareholders, detailing, inter alia, the terms and conditions of the Composite Transaction (“Northam
Circular”). The Northam Circular is also available on Northam’s website at
https://www.northam.co.za/downloads/send/152-2021/1362-northam-circular-to-shareholders-2021 and it
incorporates a notice to Northam Shareholders convening the general meeting of Northam Shareholders, to be held
on Wednesday, 30 June 2021, in order to consider and, if deemed appropriate, approve, inter alia, the Northam
Shareholder Resolutions (“Northam General Meeting”).
A circular detailing, inter alia, the terms and conditions to the Zambezi Scheme, the ZPLP Delisting and the ZPLP
Term Amendments, and incorporating a notice convening the required general meetings of the relevant Zambezi
Shareholders, in order to consider and, if deemed appropriate, approve, the Zambezi Shareholder Resolutions
(“Zambezi Scheme Circular”), will be distributed to Zambezi Shareholders in due course. Preference Shareholders
are advised to refer to the Zambezi Scheme Circular, once distributed, for the full terms and conditions of the Zambezi
Scheme, the ZPLP Delisting and the ZPLP Term Amendments.
Zambezi will publish further announcements on SENS in due course in respect of (i) the Zambezi Scheme Circular
being posted to Zambezi Shareholders; and (ii) the results of the Northam General Meeting becoming available.
2. CHANGES TO THE ZAMBEZI BOARD
In compliance with paragraph 6.39(b) of the Debt Listings Requirements, Preference Shareholders are advised that
the following directors will resign from the Zambezi Board with effect from the date of the implementation of the Net
Value Distribution, if the Transaction becomes wholly unconditional:
• Khomotso Brian Mosehla – Chairman;
• Nomahlubi Mazwai;
• Brighton Buhlebezwe Nene;
• Mpolai Emily Motseki-Zim;
• Goodenough Sipho Mseleku;
• Zwelithini Patrick Ntshalintshali;
• Christian Mthetheleli Ntuta; and
• Kgomotso Happy Sekhokho.
Mr Brian Mosehla, chairman of the Zambezi Board, commented “Zambezi is grateful to the aforementioned
directors for their contribution and loyal service to the company and wishes them well in their future endeavours.”
Johannesburg
31 May 2021
Corporate advisor to Zambezi Corporate advisor to Northam and Northam Holdings
Nisela Capital Proprietary Limited One Capital Advisory Proprietary Limited
Attorneys to Zambezi Attorneys to Northam and Northam Holdings
Cliffe Dekker Hofmeyr Inc. Webber Wentzel
Transaction, equity and debt sponsor to Northam and
Transaction and debt sponsor to Zambezi transaction and equity sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited One Capital Sponsor Services Proprietary Limited
Date: 31-05-2021 08:12:00
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 
