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NORTHAM PLATINUM LIMITED - Amendment to the PM and increase in the programme amount to R15bn in respect of Northams DMTN programme

Release Date: 13/11/2020 17:00
Wrap Text
Amendment to the PM and increase in the programme amount to R15bn in respect of Northam’s DMTN programme

Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM ISIN: ZAE000030912
Debt issuer code: NHMI
Bond code: NHM002    Bond ISIN: ZAG000129024
Bond code: NHM006    Bond ISIN: ZAG000158577
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: NHM017    Bond ISIN: ZAG000167891
Bond code: NHM018    Bond ISIN: ZAG000168097
Bond code: NHM019    Bond ISIN: ZAG000168105
(“Northam” or the “Company”)


Northam established a Domestic Medium Term Note Programme (the “Programme”) pursuant to a
programme memorandum dated 3 August 2012 (the “Previous Programme Memorandum”), in terms
of which the Company may, from time to time, issue notes (“Notes”).

Noteholders are hereby advised that Northam has updated the Previous Programme Memorandum to,
inter alia, align with the latest regulations (including amendments to the JSE Debt Listings Requirements
(“Debt Requirements”)), include more recent information pertaining to Northam and incorporate
Booysendal Platinum Proprietary Limited (“Booysendal”) as Guarantor (collectively, the

The Amendments are incorporated in an amended and restated programme memorandum dated
29 October 2020 (“Programme Date”) (the “Amended and Restated Programme Memorandum”), a
copy of which is available on Northam’s website (
files/1324-northam-programme-memorandum-13112020). The Amended and Restated Programme
Memorandum has been approved by and registered with the JSE Limited.

Noteholders are further advised that the board of directors of Northam has approved an increase in the
Programme Amount in terms of the provisions of the Programme from ZAR10 000 000 000 to
ZAR15 000 000 000.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the Amended and Restated Programme Memorandum.

A summary of the material Amendments is detailed below. This announcement only contains a
summary of the material Amendments and therefore does not contain the full or complete details of the
Amendments. Any investment decisions made by investors and/or Noteholders should only be made
after due and careful consideration of, inter alia, the Amended and Restated Programme Memorandum
(as available on Northam’s website).

Alignment with the latest regulations

•   Alignment of the JSE and the Company responsibility statements, as well as the pro forma
    Applicable Pricing Supplement, with the Debt Requirements.
•   Update of the King IVTM disclosure in accordance with the Debt Requirements.
•   Appointment of Ms AH Coetzee, the Chief Financial Officer of Northam, as Northam’s debt officer
    in accordance with the Debt Requirements.
•   Introduction and/or amendment of various definitions to align with the Debt Requirements including,
    but not limited to, “Interest Period”, “Interest Payment Dates” and “Extraordinary Resolution”.
•   Introduction and/or amendment of various Terms and Conditions including, but not limited to,
    “Interest”, “Payments”, “Redemption and Purchase”, “Events of Default” and “Notices”. These
    amendments included amending:
     -    Condition 9 “Interest” to update “Accrual of Interest”;
     -    Condition 11 “Redemption and Purchase” to update “Redemption for Tax Reasons” and
          “Redemption in the event of a Change of Control” and to include “Redemption in the event of
          a failure to maintain a JSE Listing or Rating”;
     -    Condition 18 “Events of Default” in particular “Cross Default” and “Other”
          to align with the inclusion of the Guarantor and introduction of “Guarantee”; and
     -    Condition 22 “Meeting of Noteholders/Consent Process” to align with the meetings of
          shareholder provisions as set out in the Companies Act.
•   Amendment of the provisions applicable to the settlement, clearing and transfer of Notes in
    accordance with the Debt Requirements and the directives issued by Strate.
•   Alignment of the “Subscription and Sale”, “Taxation” and “South African Exchange Control” sections
    with the most recent applicable laws and regulations.

Information pertaining to Northam and general information

•   Update of the sections headed “Description of Northam Platinum Limited” and “Corporate
•   Update of the section headed “Documents Incorporated by Reference”, which includes the
    publication of information on the Company’s website.
•   Update of information relating to the current Dealer, JSE Debt Sponsor, Transfer Agent, Calculation
    Agent, Issuer Agent and Paying Agent.
•   Update of the section headed “Investor Considerations/Risk Factors” to include the subsection
    “Risks relating to the Issuer’s Business”.

Introduction of Booysendal as Guarantor

•   Amendment of all relevant sections to include Booysendal as a Guarantor.
•   Inclusion of the section headed “Description of Booysendal Platinum Proprietary Limited”.
•   Inclusion of a provision for “Additional Guarantors” by way of mandatory accession for a Northam
    Group entity on such entity becoming a material subsidiary of the Northam Group.
•   Inclusion of the section headed “Terms and Conditions of the Guarantee”, including the pro forma
    Guarantee, the Form of Accession Letter and Conditions Precedent.

The Amended and Restated Programme Memorandum will apply to all Notes issued under the
Programme on or after the Programme Date and will, in respect of such Notes, supersede and replace
the Previous Programme Memorandum in its entirety. For the avoidance of doubt, subject to all
applicable laws, the Previous Programme Memorandum will remain applicable to all Notes in issue prior
to the Programme Date.

13 November 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital

Legal Advisors to Northam, the Arranger, the Dealer and the Debt Sponsor in respect of the Programme
Bowman Gilfillan Inc.

Date: 13-11-2020 05:00:00
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