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Update regarding composite transaction
NORTHAM PLATINUM LIMITED NORTHAM PLATINUM HOLDINGS LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1977/003282/06) (Registration number 2020/905346/06)
Share code: NHM ISIN: ZAE000030912 Share code: NPH ISIN: ZAE000298253
Debt issuer code: NHMI (“Northam Holdings”)
Bond code: NHM007 Bond ISIN: ZAG000158593
Bond code: NHM009 Bond ISIN: ZAG000158866
Bond code: NHM011 Bond ISIN: ZAG000159237
Bond code: NHM012 Bond ISIN: ZAG000160136
Bond code: NHM014 Bond ISIN: ZAG000163650
Bond code: NHM015 Bond ISIN: ZAG000164922
Bond code: NHM016 Bond ISIN: ZAG000167750
Bond code: NHM018 Bond ISIN: ZAG000168097
Bond code: NHM019 Bond ISIN: ZAG000168105
Bond code: NHM020 Bond ISIN: ZAG000172594
(“Northam” or the “Company”)
UPDATE REGARDING THE COMPOSITE TRANSACTION
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the combined circular to shareholders of Northam (“Shareholders”), accompanied by the prospectus in
respect of Northam Holdings, dated Monday, 31 May 2021 (“Scheme Documents”).
1. INTRODUCTION
Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam
and Northam Holdings on SENS on Tuesday, 23 March 2021, and Monday, 31 May 2021 as well as the announcement
published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
To obtain a thorough understanding of the Composite Transaction, Shareholders are advised to refer to the
full terms and conditions pertaining thereto, as set out in the Scheme Documents.
2. UPDATE REGARDING THE COMPOSITE TRANSACTION
2.1. Zambezi Scheme Circular, Zambezi Disposals Circular and Zambezi meetings
2.1.1. As stated in the Scheme Documents, implementation of the Composite Transaction is conditional
upon the fulfilment or waiver of certain conditions precedent (“Conditions Precedent”), including the
adoption by the relevant Zambezi Shareholders of the resolutions required to approve and implement
the Zambezi Scheme and the Transaction (collectively, the “Zambezi Shareholder Resolutions”).
2.1.2. Shareholders are advised that the Zambezi Scheme Circular and Zambezi Disposals Circular
(collectively, the “Zambezi Circulars”) will be posted to the relevant Zambezi Shareholders today,
21 June 2021. The Zambezi Scheme Circular and Zambezi Disposals Circular are available on
Zambezi’s website at https://www.northam.co.za/downloads/send/152-2021/1372-joint-scheme-
circular and at https://www.northam.co.za/downloads/send/152-2021/1373-circular-to-zambezi-
ordinary-shareholders respectively.
2.1.3. The Zambezi Circulars incorporate notices convening the relevant general meetings of Zambezi
Shareholders, to be held on Tuesday, 20 July 2021, in order to consider and, if deemed appropriate,
approve the Zambezi Shareholder Resolutions (“Zambezi Meetings”).
2.1.4. Northam will publish a further announcement on SENS in due course regarding the results of the
Zambezi Meetings.
2.2. Extension of the date for fulfilment or waiver of certain Conditions Precedent
2.2.1 As set out in the Scheme Documents, the dates for fulfilment or waiver of the Conditions Precedent
may be extended by Northam, from time to time.
2.2.2 Shareholders are hereby advised that the date for fulfilment or waiver of:
2.2.2.1 the Transaction Conditions envisaged in:
2.2.2.1.1 paragraph 10.2.1.7 of the Circular and paragraph 1.7 of annexure 6 to the
Northam Holdings Prospectus, has been extended from 30 June 2021 to
30 July 2021; and
2.2.2.1.2 paragraph 10.2.1.9 of the Circular and paragraph 1.9 of annexure 6 to the
Northam Holdings Prospectus, has been extended from 16 August 2021 to
23 August 2021; and
2.2.2.2 the Extended BEE Transaction Conditions envisaged in:
2.2.2.2.1 paragraph 26.1.6 of the Circular and paragraph 3.1.4.1.6 of section 2 of the
Northam Holdings Prospectus, has been extended from 16 August 2021 to
23 August 2021; and
2.2.2.2.2 paragraph 26.1.7 of the Circular and paragraph 3.1.4.1.7 of section 2 of the
Northam Holdings Prospectus, has been extended from 27 August 2021 to
3 September 2021.
3. THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT
The Independent Board and Northam Board (to the extent that the information relates to Northam) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Northam is true and this
announcement does not omit anything that is likely to affect the import of such information.
4. NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT
The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for
the information contained in this announcement and certifies that, to the best of their knowledge and belief, the
information contained in this announcement relating to Northam Holdings is true and this announcement does not omit
anything that is likely to affect the import of such information.
Johannesburg
21 June 2021
Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited
Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction Sponsor
to Northam Holdings
One Capital Sponsor Services Proprietary Limited
Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited
Attorneys to Northam and Northam Holdings
Webber Wentzel
Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.
Date: 21-06-2021 08:00:00
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