Wrap Text
Update regarding the composite transaction – adoption of the Zambezi shareholder resolutions by the relevant Zambezi
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 – ADOPTION OF THE ZAMBEZI SHAREHOLDER
RESOLUTIONS BY THE RELEVANT ZAMBEZI SHAREHOLDERS
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, inter alia, 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,
Wednesday, 30 June 2021 and Tuesday, 6 July 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
As stated in the Scheme Documents and the announcement published on SENS on Monday, 21 June 2021,
implementation of the Composite Transaction is conditional upon the fulfilment or waiver of certain 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”).
Shareholders are advised that the Zambezi Shareholder Resolutions have been adopted by the relevant Zambezi
Shareholders.
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 “Northam is grateful to have received support in excess of
99.9% from both the Zambezi preference shareholders and the Zambezi ordinary shareholders, following similarly
overwhelming support received from Northam’s ordinary shareholders. The support for the transaction, particularly in light
of the very high voting turnout amongst all three groups of shareholders, bodes well for Northam and all its stakeholders
entering the next phase of the company’s growth and development.”
Johannesburg
20 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: 20-07-2021 05:16:00
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