Announcements 2020

Appointment of debt officer

Noteholders are hereby advised that in compliance with paragraph 6.39(a), read with paragraph 7.3(g) of the JSE Debt Listings Requirements,  Ms Aletta Helena Coetzee, Northam’s Chief Financial Officer, has been appointed as Northam’s debt officer (“Debt Officer”) with immediate effect.


Noteholders are hereby advised that in compliance with paragraph 6.39(a), read with paragraph 7.3(g) of the JSE Debt Listings Requirements,  Ms Aletta Helena Coetzee, Northam’s Chief Financial Officer, has been appointed as Northam’s debt officer (“Debt Officer”) with immediate effect.

The board of directors of the company has considered and satisfied itself with the competence, qualifications and experience of Ms Coetzee in relation to her appointment as Debt Officer.

The contact details of the Debt Officer are as follows:

Johannesburg
29 October 2020

Debt Sponsor
One Capital

Partial capital redemption – NHM017

Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM017 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R492.1 million (the “Purchased Notes”), on 30 October 2020.


Northam noteholders are hereby advised, in accordance with the Terms and Conditions of the Northam Platinum Limited ZAR10 000 000 000 Domestic Medium Term Note Programme (dated 3 August 2012, as amended and / or supplemented from time to time) (the “Programme”), of the reduction in the nominal amount of notes in bond series NHM017 (the “Relevant Notes”), guaranteed by Booysendal Platinum Proprietary Limited, by an amount of R492.1 million (the “Purchased Notes”), on 30 October 2020.

Bond Code: NHM017
ISIN:ZAG000167891
Reduction in the nominal amount:R492 100 000.00
Remaining nominal amount in issue:R2 800 000.00

The reduction in the nominal amount of the Relevant Notes was effected through the purchase by Northam of the Purchased Notes in the market and the surrender by Northam of the Purchased Notes to the Transfer Agent under the Programme for cancellation thereof on 30 October 2020.

The reduction in the nominal amount of the Relevant Notes forms part of a note switch whereby the maturity dates of Purchased Notes will be extended through a purchase and cancellation of such notes and the simultaneous issue of new notes for the same nominal amount as a second tranche under series NHM012, which has a longer maturity date.

Johannesburg
28 October 2020

Corporate Advisor and JSE Sponsor to Northam
One Capital

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.

Interest payment notification – NHM009

Northam bondholders are advised of the following interest payment due on Monday, 26 October 2020:


Northam bondholders are advised of the following interest payment due on Monday, 26 October 2020:

Bond Code: NHM009
ISIN No: ZAG000158866
Coupon: 7.508%
Interest Period: 27 July 2020 to 25 October 2020
Interest Amount Due: R1 871 857.53
Payment Date: 26 October 2020
Date Convention: Following Business Day

Johannesburg
21 October 2020

Debt Sponsor
One Capital

Northam increases its Zambezi preference share holding to approximately 70% by acquiring R3.5 billion of Zambezi preference shares

Northam shareholders are referred to the announcement dated 18 August 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).


Northam shareholders are referred to the announcement dated 18 August 2020 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”).

Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 37 179 697 Zambezi preference shares for a total cash consideration of approximately R3.5 billion (“ZPLP acquisitions”). Following the ZPLP acquisitions, Northam holds 111 909 248 Zambezi preference shares (“Northam owned prefs”), representing approximately 70% of all Zambezi preference shares in issue.

The face value of the Northam owned prefs as at 15 October 2020, calculated as the initial issue price of the Zambezi preference shares plus accumulated preference share dividends, amounts to approximately
R9.1 billion.

As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi elect to redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam, at such time, will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.

The ZPLP acquisitions have been fully funded through Northam’s internal cash resources.

The ZPLP acquisitions are not categorised transactions in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.

Paul Dunne, Northam’s Chief Executive Officer said “Northam has continued to return significant value to shareholders by accelerating the purchase of Zambezi preference shares to the current 70% holding. This strategy will positively impact future earnings and earnings per share and will add to the success of our empowerment transaction. Furthermore, Northam no longer considers the back-up guarantee provided in favour of the Zambezi preference shareholders to be a dilution risk to Northam ordinary shareholders and this is a significant milestone for the Company. Our mines and operations have proved to be resilient following the COVID-19 induced national lockdown and the commitment demonstrated by the Northam employees in restoring operations to normality has been outstanding”.

Johannesburg
15 October 2020

Corporate Advisor, JSE Sponsor and Debt Sponsor to Northam
One Capital

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Interest payments notification – NHM006 AND NHM007

Northam bondholders are advised of the following interest payments due on Friday, 16 October 2020:


Northam bondholders are advised of the following interest payments due on Friday, 16 October 2020:

Bond Code: NHM006
ISIN No: ZAG000158577
Coupon: 7.1%
Interest Period: 16 July 2020 to 15 October 2020
Interest Amount Due: R2 208 227.57
Payment Date: 16 October 2020
Date Convention: Following Business Day

Bond Code: NHM007
ISIN No: ZAG000158593
Coupon: 7.6%
Interest Period: 16 July 2020 to 15 October 2020
Interest Amount Due: R2 704 582.15
Payment Date: 16 October 2020
Date Convention: Following Business Day

Johannesburg
13 October 2020

Debt Sponsor
One Capital

Upgrade to Northam’s long term and short term credit rating, with a stable outlook

Northam is pleased to advise shareholders and noteholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s national scale long term credit rating to A(ZA) (from the previous rating of A-(ZA)) and short term credit rating to A1(ZA) (from the previous rating of A2(ZA)), with a stable outlook .


Northam is pleased to advise shareholders and noteholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s national scale long term credit rating to A(ZA) (from the previous rating of A-(ZA)) and short term credit rating to A1(ZA) (from the previous rating of A2(ZA)), with a stable outlook.

The upgrade primarily reflects Northam’s strengthened earnings profile and expectations of continued robust free cash flows and financial metrics on the back of favourable commodity prices. Other factors sighted by GCR include, inter alia, the surge in Northam’s profitability over recent years enhanced by rising production volumes, the positive manner in which Northam managed and recovered from the impact of COVID-19, the group’s globally competitive cost position and Northam’s track record of maintaining conservative financial policies. GCR continues to view Northam’s liquidity as strong.

The stable outlook reflects GCR’s view that the group will pursue a conservative financial profile and will continue to benefit from its ongoing production ramp up against supportive pricing levels, which should translate into robust margins and cash flows to sustain strong credit metrics over the next 12 to 18 months.

GCR’s announcement in regard to Northam’s credit rating is available from GCR’s website at https://gcrratings.com/announcements/gcr-upgrades-northams-issuer-ratings-to-aza-a1za-onstrengthening- earnings-and-conservative-financial-profile-outlook-stable/.

Johannesburg
8 October 2020

Corporate Advisor, Sponsor and Debt Sponsor
One Capital

Release of annual financial statements of the guarantor

Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2020 and the auditor’s unqualified audit report thereon, are available for inspection, during office hours, at the registered office of the company.


Northam wishes to advise Noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2020 and the auditor’s unqualified audit report thereon, are available for inspection, during office hours, at the registered office of the company.

Johannesburg
2 October 2020

Debt Sponsor
One Capital

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
14 September 2020

Sponsor
One Capital

Interest payments notification – NHM012 AND NHM015

Northam bondholders are advised of the following interest payments due on Monday, 14 September 2020:


Northam bondholders are advised of the following interest payments due on Monday, 14 September 2020:

Bond Code: NHM012
ISIN: ZAG000160136
Coupon: 7.692%
Interest Period: 15 June 2020 to 13 September 2020
Interest Amount Due: R584 332.79
Payment Date: 14 September 2020
Date Convention: Following Business Day

Bond Code: NHM015
ISIN: ZAG000164922
Coupon: 7.242%
Interest Period: 15 June 2020 to 13 September 2020
Interest Amount Due: R9 027 698.63
Payment Date: 14 September 2020
Date Convention: Following Business Day

Johannesburg
9 September 2020

Debt Sponsor
One Capital

Listing of tap issue – NHM016

The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of NHM016 Senior Unsecured Floating Rate Notes (“Notes”), 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 7 September 2020.


The JSE Limited (“JSE”) has granted approval for the listing of a tap issuance of NHM016 Senior Unsecured Floating Rate Notes (“Notes”), 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 7 September 2020.

The details pertaining to the tap issue of NHM016 series are as follows:

Instrument Type: Senior Unsecured Floating Rate Notes
Total Notes in Issue: ZAR5 806 715 839.00 including this issue
Instrument Code: NHM016
Tranche Number: 3
Nominal Amount: ZAR165 966 845.00
Issue Price: 100.573288%
Interest Rate: 3 Month ZAR-JIBAR plus 425 bps per annum
Interest Rate Determination Date(s): 11 August, 11 November, 11 February, and 11 May (or the first Business Day of each Interest Period) of each year until the Maturity Date
Coupon Rate Indicator: Floating
Issue Date: 7 September 2020
Interest Commencement Date:
Maturity Date:
Final Redemption Amount:
11 August 2020
11 May 2025
100% of Nominal Amount
Last Day to Register: By 17h00 on 31 July, 31 October, 31 January and 30 April 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: 1 August to 10 August, 1 November to 10 November, 1 February to 10 February and 1 May to 10 May 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): 11 August, 11 November, 11 February, and 11 May 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
ISIN: ZAG000167750
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, (“Additional 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/96-files/1319-applicable-pricing-supplement-nhm016-04-september-2020

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

Johannesburg
4 September 2020

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

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