NORTHAM PLATINUM LIMITED - Update regarding the composite transaction Competition Tribunal approval

Update regarding the composite transaction – Competition Tribunal approval

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”)

UPDATE REGARDING THE COMPOSITE TRANSACTION – COMPETITION TRIBUNAL APPROVAL

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, Monday,
      21 June 2021 and Wednesday, 30 June 2021 as well as the announcement published by Northam on Friday,
      11 June 2021 pertaining to the Composite Transaction.

2.    UPDATE REGARDING THE COMPOSITE TRANSACTION

      Northam is pleased to advise Shareholders that on Monday, 5 July 2021, the Competition Tribunal of South Africa
      unconditionally approved the merger of Northam and Northam Holdings pursuant to 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.

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 importance 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 importance of such information.

Paul Dunne, Northam’s Chief Executive Officer, commented “The Competition Tribunal approval represents a significant
step in the process of executing on our shareholders’ mandate to implement the composite transaction. The next key
step will be to obtain the relevant Zambezi shareholder approvals on 20 July 2021 and we are pleased with the high
level of commitments in place from both Zambezi preference shareholders and Zambezi ordinary shareholders.”


Johannesburg
6 July 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: 06-07-2021 09:25:00
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