Wrap Text
Update regarding Composite Transaction: additional share buyback, reduction in issued NHM shares & dates and times
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 – ADDITIONAL SHARE BUYBACK AND AN OVERALL 26.1% REDUCTION IN THE
NORTHAM SHARES IN ISSUE (NET OF TREASURY SHARES) PURSUANT TO THE IMPLEMENTATION OF THE TRANSACTION AND
CONFIRMATION OF THE SALIENT DATES AND TIMES APPLICABLE TO THE NORTHAM SCHEME
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, accompanied by the prospectus in
respect of Northam Platinum Holdings Limited, 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, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021,
Thursday, 5 August 2021, Monday, 23 August 2021 and Monday, 6 September 2021 as well as the announcement
published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
2. UPDATE REGARDING THE TRANSACTION
As indicated in the announcement published on Monday, 6 September 2021, Northam repurchased 91 303 304
Northam Shares from Zambezi pursuant to the implementation of the Revised Accumulated Dividends Settlement
and the Repurchase. Shareholders are further advised that, pursuant to the authority granted by Shareholders at
the General Meeting held on Wednesday, 30 June 2021, Northam has, today, 7 September 2021, repurchased
649 754 ESOP Repurchase Shares from the ESOP, for an aggregate cash consideration of R137 734 852.92
(amounting to R211.98 per Northam Share, representing the 30 Day VWAP per Northam Share on the acquisition
date) (“ESOP Repurchase”).
The termination of listing of the Northam Shares acquired pursuant to the ESOP Repurchase, is expected to occur
on Wednesday, 8 September 2021. The ESOP Repurchase Shares will be cancelled and will revert to authorised
but unissued Northam Shares.
Shareholders are accordingly advised that pursuant to the implementation of the Revised Accumulated Dividends
Settlement, the Repurchase and the ESOP Repurchase, Northam has acquired, in aggregate, 91 953 058 Northam
Shares, amounting to approximately 18% of all the Northam Shares in issue prior to the implementation of the
Transaction and 417 828 154 Northam Shares remain in issue. Furthermore, with effect from Monday, 6 September
2021, Northam, in its capacity as the Zambezi N Shareholder, assumed voting and economic control of Zambezi
and Zambezi accordingly became a Subsidiary of Northam. In the circumstances, all Northam Shares held by
Zambezi, amounting to 41 040 939 Northam Shares, constitute Treasury Shares.
Accordingly, following implementation of the Transaction, total Northam Shares in issue (net of Treasury Shares)
amounts to 376 787 215, resulting in a 26.1% reduction in the Northam Shares in issue (net of Treasury Shares)
prior to implementation of the Transaction.
To obtain a thorough understanding of, inter alia, the Composite Transaction (including the Transaction),
Shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in the
Scheme Documents.
3. CONFIRMATION OF THE SALIENT DATES AND TIMES IN RESPECT OF THE NORTHAM SCHEME (refer to notes 1 and 2)
Shareholders are reminded of the salient dates and times applicable to the Northam Scheme, as detailed below.
Event 2021
Northam Scheme LDT, being the last day to trade in Northam Shares in order Tuesday, 14 September
to be eligible to participate in the Northam Scheme (refer to notes 3 and 4),
on
Suspension of listing of Northam Shares at the commencement of trade on Wednesday, 15 September
the JSE, on
Date of admission of listing on the JSE of the maximum number of Northam Wednesday, 15 September
Holdings Shares expected to be issued pursuant to the implementation of the
Northam Scheme, on
Northam Scheme Record Date, on Friday, 17 September
Northam Scheme Implementation Date, on Monday, 20 September
Northam Scheme Participants who are Dematerialised Shareholders without Monday, 20 September
“own name” registration to have their accounts held at their Broker or CSDP
credited with the Northam Scheme Consideration (refer to note 6), on
Northam Scheme Participants who are Certificated Shareholders or Monday, 20 September
Dematerialised Shareholders with “own name” registration and who deliver
an Application and Surrender Form (pink) and Documents of Title (where
relevant), so as to be received by the Transfer Secretaries on or before 12:00
on the Northam Scheme Record Date, to have their accounts held at their
Broker or CSDP credited with the Northam Scheme Consideration (refer to
notes 5 and 6), on
Northam Scheme Participants who are Issuer Nominee Shareholders to have Monday, 20 September
their Northam Scheme Consideration credited to the account of
Computershare Nominees (refer to note 5), on
Date of adjustment (if applicable) of the actual number of Northam Holdings Tuesday, 21 September
Shares listed on the JSE pursuant to the implementation of the Northam
Scheme, on
Date of the termination of listing of Northam Shares on the JSE at the Tuesday, 21 September
commencement of trade on the JSE, on
Notes:
1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be
published on SENS and in the South African press.
2. All times are in South African Standard Time, unless otherwise stated.
3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement
system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may
participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and
hold such Northam Shares on the Northam Scheme Record Date.
4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day
following the Northam Scheme LDT.
5. Northam Scheme Participants who hold:
a. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender
Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance
with paragraph 15.2.1 of the Circular; and
b. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer
Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date,
or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam
Holdings Shares are to be credited, in accordance with paragraph 15.3.2 of the Circular,
will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the
name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the
benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.
6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings
Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus.
A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction must inform its Broker or CSDP or
the Transfer Secretaries of such fact as soon as reasonably possible and in any event by no later than the Northam Scheme
LDT, being Tuesday, 14 September 2021.
4. 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.
5. 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 its 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 Offer, commented “The Zambezi transaction provided Northam with a
significant capital injection and excellent empowerment credentials at a very important time in the company’s history.
This allowed Northam to embark on an aggressive countercyclical acquisition and growth strategy. We have now
successfully concluded this chapter in the company’s development, and we are proud to have done so with a unique
share buy-back mechanism in excess of 26% of the company’s total shares in issue. Significant value was created in
the Zambezi structure in just over 6 years. Northam Shareholders, Zambezi Preference Shareholders and Zambezi
Ordinary Shareholders have all shared equitably in this value creation, which has now been crystallised and successfully
transferred. Northam is excited about the company’s future and remains fully committed to continue to generate further
value for all our stakeholders, whilst delivering on our ongoing commitment to empowerment and social imperatives.”
Johannesburg
7 September 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: 07-09-2021 05:32:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
