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Results of the General Meeting and update regarding the 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”)
RESULTS OF THE GENERAL MEETING AND 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 (collectively, the “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, Monday, 31 May 2021 and Monday,
21 June 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the
Composite Transaction.
2. RESULTS OF THE GENERAL MEETING
Shareholders are advised that at the General Meeting held on Wednesday, 30 June 2021, all of the resolutions as
set out in the Notice of General Meeting (“Resolutions”) were approved and adopted by the requisite majority of
Shareholders.
Shareholders holding 462 978 749 Northam Shares, constituting 90.82% of the total Northam Shares in issue,
participated by electronic communication or were represented by proxy at the General Meeting.
Each Resolution, together with the number and percentage of Northam Shares voted, the percentage of Northam
Shares abstained, and the percentage of votes carried for and against each Resolution, are as follows:
Northam For Against Abstained
Shares voted
Special Resolution 1 – Approval 303 021 606 99.92% 0.08% 0.01%
of the Share Acquisitions Scheme
in terms of section 48(8)(b) as read 59.44%
with sections 114(1) and 115(2)(a)
of the Companies Act
Special Resolution 2 – Revocation 462 927 059 99.95% 0.05% 0.01%
of Special Resolution 1 if the Share
Acquisitions Scheme terminates 90.81%
Special Resolution 3 – Approval 303 021 584 99.92% 0.08% 0.01%
of the acquisition of Northam
Shares pursuant to the Revised 59.44%
Accumulated Dividends Settlement,
the Repurchase, the Zambezi
Preference Share Redemption and
the acquisition of Zambezi
Retention Shares (if applicable) in
terms of paragraph 5.67(B)(a) read
with paragraph 5.69 of the JSE
Listings Requirements
Special Resolution 4 – Approval 462 885 696 99.95% 0.05% 0.01%
of the ESOP Repurchase in terms
of paragraph 5.67(B)(a) read with 90.80%
paragraph 5.69 of the JSE Listings
Requirements
Special Resolution 5 – Approval 462 926 746 99.95% 0.05% 0.01%
of the Northam Scheme in terms of
sections 114(1) and 115(2)(a) of 90.81%
the Companies Act
Special Resolution 6 – Revocation 462 926 746 99.95% 0.05% 0.01%
of Special Resolution 5 if the
Northam Scheme is terminated 90.81%
Special Resolution 7 – Approval 462 926 746 99.91% 0.09% 0.01%
of financial assistance in terms of
sections 44 and 45 of the 90.81%
Companies Act
Special Resolution 8 – Approval 462 926 246 99.85% 0.15% 0.01%
of the issue of Northam Shares
pursuant to the BEE SPV 90.81%
Subscriptions in terms of section 41
of the Companies Act
Special Resolution 9 – Approval 462 886 009 99.91% 0.09% 0.01%
of the BEE Trust Repurchases in
terms of paragraph 5.67(B)(a) read 90.80%
with paragraph 5.69 of the JSE
Listings Requirements
Special Resolution 10 – Approval 462 926 746 99.91% 0.09% 0.01%
of the Relevant Zambezi
Shareholder Repurchases in terms 90.81%
of paragraph 5.67(B)(a) read with
paragraph 5.69 of the JSE Listings
Requirements
Ordinary Resolution 1 – Approval 462 724 106 90.96% 9.04% 0.05%
of the Northam SIP Amendments in
terms of paragraph 14.2 of 90.77%
Schedule 14 of the JSE Listings
Requirements
Ordinary Resolution 2 – Approval 462 926 746 99.91% 0.09% 0.01%
of the HDP SPV Subscription in
terms of paragraph 5.51(g) of the 90.81%
JSE Listings Requirements
Ordinary Resolution 3 – Approval 303 020 793 99.86% 0.14% 0.01%
of the Northam Zambezi Ordinary
Share Subscription in accordance 59.44%
with paragraph 10.4(e) of the JSE
Listings Requirements
Ordinary Resolution 4 – Approval 462 927 246 99.91% 0.09% 0.01%
of the HDP SPV Share Issue and
the BEE SPV Share Issues in 90.81%
accordance with paragraph 3.35 as
read with paragraph 9.20(b) of the
JSE Listings Requirements
Notes:
- Percentages of Northam Shares voted are calculated in relation to the total issued share capital of Northam.
- Percentage of Northam Shares voted for and against are calculated in relation to the total number of Northam Shares voted
in respect of the relevant Resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of Northam.
3. UPDATE REGARDING THE COMPOSITE TRANSACTION
Implementation of the Composite Transaction remains subject to the fulfilment or waiver of the remaining Zambezi
Scheme Conditions, Transaction Conditions and Extended BEE Transaction Conditions.
A further announcement will be published in due course wherein Shareholders will be provided with an update on
the revised salient dates and times pertaining to the Composite Transaction, to the extent required.
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.
4. 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 importance of such information.
5. 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 importance of such information.
Paul Dunne, Northam’s Chief Executive Officer, commented “The benefits of this landmark transaction have been
confirmed by the overwhelming support that Northam has received with 99.9% shareholder approval. We are
immensely grateful for the support that Northam continues to receive from its shareholders and the Board and
Management remain committed to proactively creating and delivering shareholder value following a share buy-back in
excess of 25%. The Zambezi transaction transformed Northam in many respects and the composite transaction
positions Northam very well for the future. We look forward to the remaining conditions being fulfilled and to execute on
the mandate given by Northam shareholders today.”
Johannesburg
30 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
Attorneys to Northam and Northam Holdings
Webber Wentzel
Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited
Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.
Date: 30-06-2021 02:47:00
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