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Posting of Zambezi scheme circular, notice of general meetings, independent expert report & salient dates and times
ZAMBEZI PLATINUM (RF) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2014/106927/06)
JSE preference share code: ZPLP
ISIN: ZAE000202552
(“Zambezi” or the “Company”)
POSTING OF THE ZAMBEZI SCHEME CIRCULAR, NOTICE OF GENERAL MEETINGS,
INDEPENDENT EXPERT REPORT AND SALIENT DATES AND TIMES
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the meanings ascribed thereto in the announcement published by Zambezi on SENS on Tuesday,
23 March 2021 (“Zambezi Announcement”).
1. INTRODUCTION
1.1 Preference Shareholders are referred to the Zambezi Announcement and the subsequent
announcements pertaining to, inter alia, the Zambezi Scheme, published on SENS on
Monday, 31 May 2021 and Friday, 11 June 2021.
1.2 In terms of the Zambezi Announcement, Preference Shareholders were advised that:
1.2.1 Zambezi and Northam have entered into an implementation and framework
agreement wherein the terms of the proposed acceleration of the maturity and wind-
up of the Northam BEE Transaction (“Transaction”) have been agreed; and
1.2.2 Northam proposes to conclude an extended 15-year BEE transaction to restore
ownership in Northam by historically disadvantaged persons (as defined in the
Mineral and Petroleum Resources Development Act, No. 28 of 2002) to up to 26.5%
(net of treasury shares), with an emphasis on participation by Northam group
employees and host and affected communities.
2. POSTING OF THE ZAMBEZI SCHEME CIRCULAR
2.1 Preference Shareholders are advised that a circular detailing, inter alia, the terms and
conditions of the Zambezi Scheme, the ZPLP Delisting and the ZPLP Term Amendments
(“Zambezi Scheme Circular”) will be posted to Preference Shareholders and Zambezi
ordinary shareholders (“Ordinary Shareholders”), (collectively, the “Zambezi
Shareholders”) today, 21 June 2021.
2.2 The Zambezi Scheme Circular is also available on the Company’s website at:
https://www.northam.co.za/downloads/send/152-2021/1372-joint-scheme-circular . Copies
of the Zambezi Scheme Circular may be obtained from the registered office of Zambezi
and/or Northam at Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West,
Waterfall City, Jukskei View, 2090, South Africa, alternatively from the registered office of
One Capital Sponsor Services at 17 Fricker Road, Illovo, 2196, during business hours, from
today until the Zambezi Scheme Record Date (as defined in paragraph 5 below).
2.3 To obtain a thorough understanding of the Zambezi Scheme, the ZPLP Delisting and
the ZPLP Term Amendments, Zambezi Shareholders are advised to refer to the full
terms and conditions pertaining thereto, as set out in the Zambezi Scheme Circular.
3. NOTICE OF ZAMBEZI MEETINGS
3.1 In order for, inter alia, the Zambezi Scheme to become operative, among other things, the
relevant resolutions must be adopted by:
3.1.1 Preference Shareholders, at a general meeting of Preference Shareholders
(“Zambezi Scheme Meeting”); and
3.1.2 Preference Shareholders and Ordinary Shareholders, jointly, at a general meeting
of Zambezi Shareholders (“Zambezi Joint Shareholders Meeting”),
collectively, the “Zambezi Meetings”.
3.2 The Zambezi Meetings will be held as follows:
3.2.1 the Zambezi Scheme Meeting will be held at 10:00 on Tuesday, 20 July 2021
(subject to any postponement or adjournment thereof), in order to consider and, if
deemed appropriate, approve, with or without modification, the resolutions as set
out in the notice convening the Zambezi Scheme Meeting incorporated into the
Zambezi Scheme Circular; and
3.2.2 the Zambezi Joint Shareholders Meeting will be held at 10:30 on Tuesday,
20 July 2021 (subject to any postponement or adjournment thereof), in order to
consider and, if deemed appropriate, approve, with or without modification, the
resolutions as set out in the notice convening the Zambezi Joint Shareholders
Meeting incorporated into the Zambezi Scheme Circular.
3.3 In light of the regulations, directives and/or preventative measures required to be adhered
to relating to the COVID-19 pandemic as published or issued by the relevant South African
authorities from time to time, the guidance from the South African Government regarding the
need for social distancing as a result of the COVID-19 pandemic and the uncertainty of the
infection rate at the time of the Zambezi Meetings, the Company has determined that the
Zambezi Meetings will be held entirely by electronic communication, as permitted by the JSE
and in accordance with section 63(2)(a) of the Companies Act and the memorandum of
incorporation of Zambezi.
3.4 Zambezi has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to
host the Zambezi Meetings on an interactive electronic platform to facilitate attendance,
participation and voting by Zambezi Shareholders by way of electronic communication. TMS
will also act as scrutineer for purposes of the Zambezi Meetings.
3.5 TMS will assist Zambezi Shareholders with the requirements for attendance, participation
and voting at the Zambezi Meetings by electronic communication. Zambezi Shareholders
who wish to attend, participate in and vote at the Zambezi Meetings are required to contact
TMS at proxy@tmsmeetings.co.za or on +27 11 520 7950/1/2 as soon as possible, and for
administrative reasons, by no later than 10:00 on Friday, 16 July 2021.
3.6 Although voting will be permitted by way of electronic communication, Zambezi
Shareholders are encouraged to make use of proxies for purposes of voting at the Zambezi
Meetings.
3.7 The costs of participation in the Zambezi Meetings by electronic communication will be for
the expense of Zambezi Shareholders or their proxies and they will be billed separately by
their service providers. Zambezi, the secretaries of Zambezi, the JSE and TMS will not be
held liable for any loss, injury, damage, penalty or claim arising from the use of the electronic
communication services or any defect in respect thereof or from total or partial failure of the
electronic communication services for any reason whatsoever, including loss of network
connectivity or other network failure due to, inter alia, insufficient airtime, internet
connectivity, internet bandwidth and/or power outages which prevent a Zambezi
Shareholder or its proxy from attending, participating in and/or voting at the Zambezi
Meetings by way of electronic communication.
4. INDEPENDENT EXPERT REPORT
4.1 In accordance with sections 114(2) and 114(3) of the Companies Act, the Zambezi Board
has appointed Mazars Corporate Finance Proprietary Limited (“Mazars”) as the independent
expert for the purpose of providing a report to the Zambezi Board with regard to the Zambezi
Scheme (“Independent Expert Report”).
4.2 In terms of the Independent Expert Report, Mazars is of the opinion that the Zambezi
Scheme and the ZPLP Offer Consideration are fair and reasonable.
4.3 A copy of the Independent Expert Report is contained in annexure 1 to the Zambezi Scheme
Circular.
5. SALIENT DATES AND TIMES (refer to notes 1, 2 and 3)
Event 2021
Record date to determine which Zambezi Shareholders are entitled Friday, 11 June
to receive the Zambezi Scheme Circular, on
Publication of the Zambezi Scheme Circular to Zambezi Monday, 21 June
Shareholders, on
Last day to trade in ZPLPs in order to be recorded in the Company’s Tuesday, 6 July
securities register (“Register”) and thereby be eligible to attend,
participate in and vote at the Zambezi Meetings (“Zambezi Meeting
LDT”) (refer to notes 4 and 5), on
The date on which a Zambezi Shareholder must be recorded in the Friday, 9 July
Register to be eligible to attend, participate in and vote at the Zambezi
Scheme Meeting and/or the Zambezi Joint Shareholders Meeting, as
the case may be (“Zambezi Meeting Record Date”), on
Forms of proxy to be received by TMS by 10:00 (refer to notes 6, 7 Friday, 16 July
and 8), on
Last date and time for Preference Shareholders to give notice to Tuesday, 20 July
Zambezi objecting to the relevant resolutions approving the Zambezi
Scheme (“Zambezi Scheme Resolution”) and/or the ZPLP Term
Amendments (“Zambezi Pref Share Term Amendments
Resolution”) (to the extent applicable) to be proposed at the
Zambezi Scheme Meeting, in terms of section 164 of the Companies
Act by 10:00 (refer to note 9), on
Last date and time for Zambezi Shareholders to give notice to Tuesday, 20 July
Zambezi objecting to the relevant Zambezi Scheme Resolution
and/or Zambezi Pref Share Term Amendments Resolution (to the
extent applicable) to be proposed at the Zambezi Joint Shareholders
Meeting, in terms of section 164 of the Companies Act by 10:30 (refer
to note 9), on
Zambezi Scheme Meeting to be held at 10:00, on Tuesday, 20 July
Zambezi Joint Shareholders Meeting to be held at 10:30, on Tuesday, 20 July
Results of the Zambezi Scheme Meeting and the Zambezi Joint Tuesday, 20 July
Shareholders Meeting published on SENS, on or about
If the Zambezi Scheme and the ZPLP Term Amendments are
approved:
Last date on which Zambezi Shareholders who voted against the Tuesday, 27 July
relevant Zambezi Scheme Resolution can require Zambezi to seek
court approval for the Zambezi Scheme in terms of section 115(3)(a)
of the Companies Act (if applicable), on
Last date on which Zambezi Shareholders who voted against the Tuesday, 3 August
relevant Zambezi Scheme Resolution can make application to court in
terms of section 115(3)(b) of the Companies Act (if applicable), on
Last date for Zambezi to send notice of adoption of the relevant Tuesday, 3 August
Zambezi Scheme Resolution and/or the relevant Zambezi Pref Share
Term Amendments Resolution (to the extent applicable), as the case
may be, in terms of section 164(4) of the Companies Act to Zambezi
Shareholders who provided written notice of objection of, and
subsequently did not vote in favour of, the relevant Zambezi Scheme
Resolution and/or Zambezi Pref Share Term Amendments
Resolution (to the extent applicable), as the case may be (refer to
note 9), on
Expected last date for dissenting shareholders to exercise their Wednesday, 18 August
appraisal rights, as contemplated in section 164 of the Companies Act
(refer to note 9), on or about
If the Zambezi Scheme becomes unconditional (refer to note 10):
Zambezi Scheme conditions expected to be fulfilled or waived, on or Thursday, 5 August
about
Finalisation announcement in respect of the Zambezi Scheme Friday, 6 August
expected to be published on SENS, on or about
The last day to trade in ZPLPs in order to be eligible to participate Tuesday, 17 August
the Zambezi Scheme (“Zambezi Scheme LDT”) (refer to notes 3 and
4), on or about
Expected suspension of listing of ZPLPs at the commencement of Wednesday, 18 August
trade on the JSE, on or about
Expected date on which Preference Shareholders must be recorded Friday, 20 August
in the Register in order to be entitled to participate in the Zambezi
Scheme (“Zambezi Scheme Record Date”), on or about
Expected date on which the Zambezi Scheme becomes operative Monday, 23 August
and is implemented, on or about
Expected date of settlement of the ZPLP Offer Consideration to the Monday, 23 August
participants in the Zambezi Scheme (“Zambezi Scheme
Participants”) who are certificated Preference Shareholders, if the
“Form of Surrender” and documents of title are received by the
Company’s transfer secretaries on or before 12:00 on the Zambezi
Scheme Record Date, on or about
Zambezi Scheme Participants who are dematerialised Preference Monday, 23 August
Shareholders are expected to have their accounts held at their
central securities depository participant (“CSDP”) debited with the
ZPLPs and credited with the ZPLP Offer Consideration, on or about
Expected date of the termination of listing of ZPLPs on the JSE at the Tuesday, 24 August
commencement of trade on the JSE, on or about
Notes:
1. The dates and times are subject to change, with the approval of the JSE, if required. Any such change will be
published on SENS.
2. The dates and times are expected dates and times and have been determined based on certain assumptions
regarding the date by which conditions precedent will be fulfilled or waived, including the date by when certain
regulatory approvals will be obtained.
3. All times are in South African Standard Time, unless otherwise stated.
4. Preference Shareholders should note that, since trades in ZPLPs are settled by way of the electronic settlement
system used by Strate Proprietary Limited, settlement will take place 3 business days after the date of a trade.
Therefore, persons who acquire ZPLPs after the Zambezi Meeting LDT, namely, Tuesday, 6 July 2021, will not be
entitled to attend, participate in or vote at the Zambezi Scheme Meeting and/or the Zambezi Joint Shareholders
Meeting, but may, nevertheless, if the Zambezi Scheme becomes operative, participate in the Zambezi Scheme,
provided that they acquire ZPLPs on or prior to the Zambezi Scheme LDT and hold such ZPLPs on the Zambezi
Scheme Record Date.
5. No dematerialisation or rematerialisation of ZPLPs by Preference Shareholders may take place on or after:
- the business day following the Zambezi Meeting LDT until the Zambezi Meeting Record Date; and
- the business day following the Zambezi Scheme LDT (if applicable).
6. Dematerialised Zambezi Shareholders, other than those with “own name” registration, must provide their CSDP
with their instructions for voting at the Zambezi Scheme Meeting and/or the Zambezi Joint Shareholders Meeting
by the cut-off date and time stipulated by their CSDP in terms of their respective custody agreements.
7. Any form of proxy not delivered to TMS, so as to be received by 10:00 on Friday, 16 July 2021, may be delivered
to the chairperson of the Zambezi Scheme Meeting and/or the Zambezi Joint Shareholders Meeting (as the context
requires) before such Zambezi Shareholder’s voting rights are exercised at the Zambezi Scheme Meeting and/or
the Zambezi Joint Shareholders Meeting (as the context requires).
8. If the Zambezi Scheme Meeting and/or the Zambezi Joint Shareholders Meeting is adjourned or postponed, the
forms of proxy submitted for the initial Zambezi Meeting will remain valid in respect of any adjournment or
postponement of the relevant Zambezi Meeting.
9. This date has been determined on the assumption that Zambezi sends the notice of adoption of the Zambezi
Scheme Resolution and/or the Zambezi Pref Share Term Amendments Resolution (to the extent required) in terms
of section 164(4) of the Companies Act to Zambezi Shareholders who provided written notice of objection of and
subsequently did not vote in favour of the Zambezi Scheme Resolution and/or the Zambezi Pref Share Term
Amendments Resolution (to the extent required) on Tuesday, 20 July 2021.
10. The dates pertaining to the Zambezi Scheme have been determined on the assumption that no appraisal rights will
be exercised and that no rights in terms of section 115(3) of the Companies Act will be exercised in relation to the
Zambezi Scheme. The actual dates will be confirmed in the finalisation announcement if the Zambezi Scheme
becomes unconditional.
Johannesburg
21 June 2021
Corporate advisor to Zambezi Corporate advisor to Northam
Nisela Capital Proprietary Limited One Capital Advisory Proprietary Limited
Attorneys to Zambezi Attorneys to Northam
Cliffe Dekker Hofmeyr Inc. Webber Wentzel
Transaction and debt sponsor to Zambezi Transaction, equity and debt sponsor to
One Capital Sponsor Services Proprietary Limited Northam and transaction and equity sponsor
to Northam Holdings
One Capital Sponsor Services Proprietary Limited
Counsel to Northam and Northam Holdings as to
English and US Law
Allen & Overy LLP
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor
shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction
or without an exemption from the registration or qualification requirements under the securities laws of
such jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions in, into or from
jurisdictions other than South Africa may be restricted by laws or regulations of those jurisdictions and
therefore any persons who are subject to the laws or regulations of any jurisdiction other than South Africa
should inform themselves about, and observe, any applicable legal or regulatory restrictions or
requirements. Any failure to comply with the applicable restrictions or requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, Zambezi and
Northam hereby disclaim any responsibility or liability for the violation of such restrictions by such persons.
The ZPLP Offer relates to the securities of a South African company and is being made by means of a
scheme of arrangement provided for under South African company law. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the ZPLP Offer is subject to the disclosure requirements
and practices applicable in South Africa to schemes of arrangement which differ from the disclosure
requirements of the United States (“U.S.”) tender offer and proxy solicitation rules. The financial
information included in the Zambezi Scheme Circular has been prepared in accordance with accounting
standards applicable in South Africa and thus may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in accordance with generally accepted
accounting principles in the U.S. Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved of the acquisition, or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
The Zambezi Scheme and ZPLP Offer, which are the subject of the Zambezi Scheme Circular, may be
affected by the laws of the relevant jurisdictions of Foreign Shareholders (as such term is defined in the
Zambezi Scheme Circular). Foreign Shareholders must satisfy themselves as to the full observance of
any applicable laws concerning the receipt of the ZPLP Offer Consideration, including (without limitation)
obtaining any requisite governmental or other consents, observing any other requisite formalities and
paying any transfer or other taxes due in such jurisdiction. Foreign Shareholders who are in any doubt as
to their positions should consult their professional advisors immediately.
Date: 21-06-2021 08:02:00
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