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NORTHAM PLATINUM HOLDINGS LIMITED - Response to the announcement published by Royal Bafokeng Platinum Limited (RBPlat)

Release Date: 09/12/2021 16:57
Wrap Text
Response to the announcement published by Royal Bafokeng Platinum Limited (“RBPlat”)

Incorporated in the Republic of South Africa                      Incorporated in the Republic of South Africa
Registration number: 2020/905346/06                               Registration number: 1977/003282/06
Share code: NPH ISIN: ZAE000298253                                Debt issuer code: NHMI
(“Northam Holdings” or, together with its subsidiaries,           Bond code: NHM007       Bond ISIN: ZAG000158593
“Northam”)                                                        Bond code: NHM009       Bond ISIN: ZAG000158866
                                                                  Bond code: NHM011       Bond ISIN: ZAG000159237
                                                                  Bond code: NHM012       Bond ISIN: ZAG000160136
                                                                  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
                                                                  Bond code: NHM021       Bond ISIN: ZAG000181496
                                                                  (“Northam Platinum”)


Shareholders are referred to the announcement published by RBPlat on SENS today, 9 December 2021 (“RBPlat
Announcement”), regarding, inter alia:

    •   the approach by Northam expressing its interest to acquire the voting securities of RBPlat; and
    •   a submission made by the independent board of RBPlat, as constituted in terms of regulation 108 of the
        Companies Regulations, 2011 (“Independent Board”), to the Takeover Regulation Panel (“TRP”) regarding the
        possible trigger of a mandatory offer in terms of section 123 of the Companies Act, No. 71 of 2008 by Northam
        (“Mandatory Offer”), (“TRP Submission”).

Northam confirms that on Wednesday, 8 December 2021 it submitted a letter to the RBPlat board of directors and
Independent Board expressing its interest to continue the parties’ engagements in relation to a potential offer by Northam
for all or a portion of the remaining shares in RBPlat (excluding treasury shares). This follows the RBPlat response to
the non-binding offer letter submitted by Northam dated 11 October 2021, wherein it confirmed that RBPlat remained
committed to progress discussions with Northam.

Shareholders are advised that Northam was informed of the TRP Submission, today, 9 December 2021. Northam
believes that the RBPlat Announcement in respect of the TRP Submission is misleading and is firmly of the view that a
Mandatory Offer has not been triggered and will be making submissions to the TRP in this regard.

9 December 2021

Corporate Advisor and Sponsor to Northam Holdings              
One Capital  

Attorneys to Northam Holdings and Northam Platinum 
Webber Wentzel
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

Date: 09-12-2021 04:57:00
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