Announcements 2020

Notice of an acquisition of a beneficial interest in Northam securities

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam shareholders are advised that the company has received notification that Coronation Asset Management Proprietary Limited, on behalf of its clients (“Coronation”), has acquired a beneficial interest in Northam securities (the “Acquisition”).


In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements, Northam shareholders are advised that the company has received notification that Coronation Asset Management Proprietary Limited, on behalf of its clients (“Coronation”), has acquired a beneficial interest in Northam securities (the “Acquisition”).

Following the Acquisition, Coronation now holds 5.03% of the total issued ordinary share capital of the company.

Johannesburg
20 November 2020

Sponsor
One Capital

Interest payment notification – NHM011

Northam bondholders are advised of the following interest payment due on Tuesday, 24 November 2020:


Northam bondholders are advised of the following interest payment due on Tuesday, 24 November 2020:

Bond Code: NHM011
ISIN: ZAG000159237
Coupon: 7.192%
Interest Period: 24 August 2020 to 23 November 2020
Interest Amount Due: R3 136 106.08
Payment Date: 24 November 2020

Date Convention:

Following Business Day

Johannesburg
19 November 2020

Debt Sponsor
One Capital

Interest payment notification – NHM014

Northam bondholders are advised of the following interest payment due on Friday, 20 November 2020:


Northam bondholders are advised of the following interest payment due on Friday, 20 November 2020:

Bond Code: NHM014
ISIN No: ZAG000163650
Coupon: 5.942%
Interest Period: 20 August 2020 to 19 November 2020
Interest Amount Due: R28 756 024.11
Payment Date: 20 November 2020
Date Convention: Following Business Day

Johannesburg
17 November 2020

Debt Sponsor
One Capital

Amendment to the programme memorandum and increase in the programme amount to R15 billion in respect of Northam’s Domestic Medium Term note programme

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”).


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 “Amendments”).

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 (https://www.northam.co.za/downloads/send/96-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 18.1.1.4 “Cross Default” and 18.1.1.10 “Other” to align with the inclusion of the Guarantor and introduction of 18.1.1.9 “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 Information”.
  • 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.

Johannesburg
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.

Interest payment notification – NHM002

Northam bondholders are advised of the following interest payment due on Thursday, 12 November 2020.


Northam bondholders are advised of the following interest payment due on Thursday, 12 November 2020:

Bond Code: NHM002
ISIN: ZAG000129024
Coupon: 13.5% per annum
Interest Period: 12 May 2020 to 11 November 2020
Interest Amount Due: R94 500.00
Payment Date: 12 November 2020
Date Convention: Modified Following Business Day

Johannesburg
9 November 2020

Debt Sponsor
One Capital

Interest payment notification – NHM016

Northam bondholders are advised of the following interest payment due on Wednesday, 11 November 2020:


Northam bondholders are advised of the following interest payment due on Wednesday, 11 November 2020:

Bond Code: NHM016
ISIN: ZAG000167750
Coupon: 7.75%
Interest Period: 11 August 2020 to 10 November 2020
Interest Amount Due: R16 525 324.95
Payment Date: 11 November 2020
Date Convention: Following Business Day

Johannesburg
6 November 2020

Debt Sponsor
One Capital

Cautionary announcement

Northam shareholders are advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership. If the transaction is successfully concluded it may have a material effect on the price of Northam’s securities.


Northam shareholders are advised that Northam and Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions regarding a potential transaction to accelerate the maturity of the empowerment transaction concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining Northam’s broad-based black economic empowerment ownership. If the transaction is successfully concluded it may have a material effect on the price of Northam’s securities.

Accordingly, Northam shareholders are advised to exercise caution when dealing in Northam’s securities, until a further announcement is published.

Paul Dunne, Northam’s Chief Executive Officer said “the significant value created for all Northam shareholders from our empowerment transaction with Zambezi Platinum, as well as Northam’s current ownership of 70% of all Zambezi Platinum preference shares and the inherent share buy-back implied by this holding, provides a unique opportunity to unlock permanent value for our shareholders, whilst maintaining Northam’s broad-based black economic empowerment ownership.  Northam has taken the initiative to enter into pro-active discussions with Zambezi Platinum with a view to secure a successful and sustainable outcome.”

Johannesburg
2 November 2020

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Board changes - independent non-executive directors

In compliance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the Northam board announces that Mr Ralph Havenstein will be retiring after 17 years of service with the company.  


In compliance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the Northam board announces that Mr Ralph Havenstein will be retiring after 17 years of service with the company.  

Mr Glyn Lewis will be replacing Ralph who will be retiring after the next annual general meeting to be held on Friday, 27 November 2020. 

Mr Lewis, who holds a BSc Mining Engineering and an MBA, held the position of chief executive officer of Northam from March 2005 until March 2014, when he retired from the company. He was previously general manager of the Zondereinde platinum mine and the Tarkwa gold mine in Ghana, which he was instrumental in establishing.

Mr David Brown, an independent non-executive director of Northam will be assuming the role of lead independent director (LID) from Mr Havenstein.  He will take up this position with effect from 1 November 2020 in order to ensure a smooth transition.

Mr Brian Mosehla, chairman of the board, commented, “Northam is pleased to welcome Mr Lewis to the board and Mr Brown as the new LID. Mr Lewis brings extensive engineering and mining expertise to Northam, which will further strengthen the board’s technical competency.  We look forward to his contribution and are grateful to Mr Havenstein for many years of loyal service to the company and wish him well.

Johannesburg
2 November 2020

Sponsor and Debt Sponsor
One Capital

Dealing in securities

Northam shareholders (“shareholders”) are advised that the company has made awards in accordance with the terms of the Northam Share Incentive Plan (“SIP”). These include the award of conditional shares relating to Northam’s BEE transaction (“BEE SIP Awards”). This award is in accordance with the allocation limits set out in the SIP.


Northam shareholders (“shareholders”) are advised that the company has made awards in accordance with the terms of the Northam Share Incentive Plan (“SIP”). These include the award of conditional shares relating to Northam’s BEE transaction (“BEE SIP Awards”). This award is in accordance with the allocation limits set out in the SIP.

Accordingly, in compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“JSE Listings Requirements”), shareholders are hereby advised of the following acceptance of BEE SIP Awards by a director of the company:

Designation of director Chief Financial Officer
Name of director Aletta Helena Coetzee
Date of award acceptance 28 October 2020
Class of securities Awards in terms of the SIP
Total number of shares covered by the awards 350 000 BEE SIP Awards with performance conditions
Vesting 100% of the BEE SIP Awards on achievement of the performance conditions by 18 May 2025
Vesting date 30 business days after the date on which the performance conditions are achieved
Strike price R nil
Value of transaction -
Nature and extent of director’s interest Direct beneficial
Transaction completed on market No
Clearance obtained in terms of paragraph 3.66 of the JSE Listings Requirements Yes
   

Johannesburg
29 October 2020

Sponsor and Debt Sponsor
One Capital

Listing of tap issue – NHM012

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM012, issued under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 30 October 2020.


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM012, issued under the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme, dated 3 August 2012, as amended and supplemented from time to time (“Programme”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 30 October 2020.

The details pertaining to the tap issuance of the NHM012 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR5 801 615 839.00 including this issue
Instrument Code NHM012
Tranche Number: 2
Nominal Amount: ZAR492 100 000.00
Issue Price: 100.897945%
Interest Rate: 3 Month ZAR-JIBAR plus 375 bps per annum
Interest Rate Determination Date(s):       13 June, 13 September, 13 December and 13 March of each year (or the first Business Day of each Interest Period) until the Maturity Date
Coupon Rate Indicator: Floating
Issue Date: 30 October 2020
Interest Commencement Date: 14 September 2020
Maturity Date: 13 June 2022
Final Redemption Amount: 100% of Nominal Amount
Last Day to Register: By 17h00 on 2 June, 2 September, 2 December and 2 March of each year until the Maturity Date, or if such day is not a Business Day, the Business Day before each Books Closed Period
Books Closed Period: 3 June to 12 June, 3 September to 12 September, 3 December to 12 December and 3 March to 12 March of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Floating Interest Payment Date(s): 13 June, 13 September, 13 December and 13 March of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention
International Securities Identification Numbering (ISIN): ZAG000160136
Business Day Convention: Following Business Day
Other: The applicable pricing supplement (“APS”) contains additional terms and conditions to the Terms and Conditions as contained in the Programme (“Terms and Conditions”)
Summary of additional terms and conditions: The Additional Terms and Conditions pertain to the applicable guarantee and the amendment of Condition 16.1 (Senior Notes) by including additional Events of Default in terms of Condition 16.1.1.9 (Other) of the Terms and Conditions. Investors should refer to Appendix “A” of the APS for full details of the Additional Terms and Conditions, available on Northam’s website: https://www.northam.co.za/downloads/send/145-2020/1322-applicable-pricing-supplement-nhm012-tranche-2

The Notes will be immobilised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of JSE Rules.

Johannesburg
29 October 2020

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

Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.