Announcements 2011

Dealings in securities: acceptance of awards over ordinary shares

In compliance with paragraph 3.63 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam hereby advises its shareholders of the following dealings by directors of the company.


In compliance with paragraph 3.63 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam hereby advises its shareholders of the following dealings by directors of the company, directors of major subsidiaries of the company and the company secretary:

Name of director of the company Ayanda Zemini Khumalo
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 93 000
(34 000 conditional shares with no performance conditions (“retention shares”)) (59 000 conditional shares with performance conditions (“performance shares”))
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   
Name of director of the company Glyn Tudor Lewis
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 93 000
(34 000 conditional shares with no performance conditions (“retention shares”)) (59 000 conditional shares with performance conditions (“performance shares”))
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   
Name of director of the company Bernard Renier van Rooyen
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 93 000
(34 000 conditional shares with no performance conditions (“retention shares”)) (59 000 conditional shares with performance conditions (“performance shares”))
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   
Name of director of the company Haggai Kazembe
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 45 000
(16 000 retention shares) (29 000 performance shares)
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   
Name of director of the company Derek Roy Wolstenholme
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 45 000
(16 000 retention shares) (29 000 performance shares)
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   
Name of director of the company Patricia Beatrice Beale
Date of acceptance 21 December 2011
Nature of transaction Acceptance of awards over ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Awards over ordinary shares
Total number of ordinary shares covered by the awards 22 000
(8 000 retention shares) (14 000 performance shares)
Vesting period 100% of the retention shares on the 2nd anniversary of the award date and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on the 3rd anniversary of the award date
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 Listings Requirements Yes
   

Johannesburg
21 December 2011

Sponsor
One Capital

Notice pursuant to section 45(5) of the companies act no. 71 of 2008

This is a notice pursuant to section 45(5) of the Companies Act.


  1. This is a notice pursuant to section 45(5) of the Companies Act.
  2. On 18 August 2011, Northam shareholders approved a special resolution pursuant to section 45 of the Companies Act authorising the board of directors (“the board”) to provide direct and indirect financial assistance to a related or interrelated company.
  3. Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders, amongst others, of the adoption of a board resolution to provide financial assistance if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company’s net worth at the time of the resolution.
  4. The Board has adopted the following resolutions -
    • an undertaking in favour of Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden NV (“FMO”) and Norplats Properties (Proprietary) Limited (“Norplats Props”), a subsidiary of Northam, in terms of which the company has undertaken to provide sufficient funding of up to R80 million (eighty million rand) to Norplats Props to enable it to fulfil its obligations to FMO in terms of the Mojuteng Housing Project; and
    • to provide financial assistance of up to R 1 billion (one billion rand) for a (five) year senior unsecured revolving credit facility to be provided by Nedbank Limited to Khumama Platinum (Proprietary) Limited and Micawber 278 (Proprietary) Limited, both subsidiaries of Northam.
  5. The facilities referred to in paragraph 4 will further strengthen Northam’s balance sheet and support its key strategic initiatives, which include the provision of housing for its Zondereinde mine employees (Mojuteng Housing Project) and the development of its Booysendal mine.
  6. This notice is provided because the value of the financial assistance referred to in paragraph 4 exceeds the threshold stated in paragraph 3.

For and on behalf of the board
This is a notice required in terms of the Companies Act.

Johannesburg
6 December 2011

Agreement reached on wages at Zondereinde

The management of the Zondereinde division of Northam Platinum Limited is pleased to advise that the 2011 wage negotiations have been successfully concluded.


The management of the Zondereinde division of Northam Platinum Limited is pleased to advise that the 2011 wage negotiations have been successfully concluded with the National Union of Mineworkers (NUM) and Solidarity without any interruptions to operations.

In terms of the two-year agreement reached, the average wage increases range from 9 to 9.5% in year 1, and 9 to 9.5% in year 2. The increases will be backdated to 1 July 2011.

Johannesburg
25 November 2011

Issued by Russell & Associates
Tel: +27 11 880 3924

Queries:
Marion Brower
Russell & Associates
+27 11 880-3924/+27 82 895 0698

Northam enters into a R1.0 billion revolving credit facility

Shareholders are advised that Northam has entered into a facility agreement with Nedbank Limited, acting through its Nedbank Corporate and Nedbank Capital divisions, regarding a R1.0 billion 5-year revolving credit facility


Shareholders are advised that Northam has entered into a facility agreement with Nedbank Limited, acting through its Nedbank Corporate and Nedbank Capital divisions, regarding a R1.0 billion 5-year revolving credit facility.

The raising of the Facility is in line with Northam’s previously stated funding strategy and will further strengthen Northam’s balance sheet and support the Group’s key strategic initiatives, specifically the development of its Booysendal mine (“Booysendal”) situated on the eastern limb of the Bushveld Complex.

Together with Northam’s existing cash reserves of approximately ZAR1.7 billion (as at 30 June 2011) and ZAR1.2 billion from the proposed sale of the southern portion of Booysendal, the Facility provides Northam additional financial flexibility and will ensure the Group is fully funded in the medium-term to pursue its strategic priorities.

The salient terms of the Facility are as follows:

  1. (five) year senior unsecured revolving credit facility;
  2. Facility limit of R1.0 billion;
  3. Available to be utilised by way of periodic drawdown requests until the earlier of 1 (one) month prior to final maturity and cancellation of the agreement;
  4. Voluntary prepayment and redraw permitted; and
  5. Other terms, conditions and covenants typical for a facility of this nature.

Johannesburg
14 November 2011

Financial and debt advisor to Northam
Deutsche Bank

Mandated arranger, original lender and facility agent
Nedbank Corporate
Nedbank Capital

Legal advisor to Northam
Werksmans Attorneys

Legal advisor to Nedbank
Bowman Gilfillan

Sponsor
One Capital

 

Results of the annual general meeting and appointment of a non-executive director

Shareholders are advised that at the annual general meeting held on Thursday, 10 November 2011, all the ordinary and special resolutions were approved by the requisite majority.


Northam shareholders (“Shareholders”) are advised that at the annual general meeting of Shareholders held on Thursday, 10 November 2011, all the ordinary and special resolutions as set out in the notice of annual general meeting dated 30 September 2011, were approved by the requisite majority of Shareholders present or represented by proxy thereat, with the exception of Ordinary Resolution No. 6. Ordinary Resolution No. 6 related to the placement of Northam’s authorised but unissued shares under the control of its directors in accordance with the JSE Limited Listings Requirements (“Listings Requirements”).

In accordance with paragraph 3.59 of the Listings Requirements, Shareholders are advised that Mr J Cochrane has been appointed as a non-executive director of Northam with effect from 10 November 2011. Mr Cochrane holds an MBA and a B Eng (honours) degree in mining and petrochemical engineering and is an executive director and chief commercial officer of Eurasian Natural Resources Corporation plc (ENRC) responsible for marketing and logistical operations.

Johannesburg
10 November 2011

Sponsor
One Capital

 

Unions intransigent in dispute with Zondereinde

The management of the Zondereinde division of Northam Platinum Limited regrets to advise that the company’s attempts to resolve the deadlock with the National Union of Mineworkers (NUM) and Solidarity with regard to the annual wage negotiations have been unsuccessful.


The management of the Zondereinde division of Northam Platinum Limited regrets to advise that the company’s attempts to resolve the deadlock with the National Union of Mineworkers (NUM) and Solidarity with regard to the annual wage negotiations have been unsuccessful.

Northam financial director Ayanda Khumalo said today that the union had, to date, refused to consider the company’s financial position, had delayed the negotiations to this late stage of the year, and was being completely unrealistic in declining to shift from its demand for an increase which aggregates 27.9% for the semi-skilled category 2 to 8 employees.

“This is obviously unaffordable for Northam, given the continued volatility in the global economic environment and is exacerbated by the complex geological and mining difficulties which Zondereinde is grappling with. The operation’s very sustainability is at stake.”

Annual wage negotiations had been delayed at Zondereinde owing to the NUM purporting to represent a band of skilled employees (Category 9 and 10) ordinarily represented by Solidarity. Once agreement had been reached between the two unions on their joint representation, the wage negotiations started on 27 September 2011 followed by a further meeting on 13 October, when the company raised its two-year offer to 6.6% for year 1, and 6.8% for year 2. This was in response to the union’s demand for a 12% wage increase and a living out allowance increase of 58%.

Negotiations with NUM for the remaining semi-skilled employees in categories 2 to 8 were derailed at the first meeting on 12 October. The union’s demands at this meeting amounted to:

  • An overall wage increase of 20%
  • A 94% increase in the living out allowance
  • A 483% increase in the allowance payable to hostel residents.

The company remains eager to resolve the current impasse without having to resolve to third party intervention.

Issued by Russell & Associates
Tel: +27 11 880 3924

Queries:

Marion Brower
Russell & Associates
+27 11 880-3924/082 895 0698

Ayanda Khumalo
+27 11 759 6000/072 331 5615

Marco van der Linde
+27 14 784 3000/083 640 5082

Change of company secretary

Shareholders are advised that Ms Patricia Beale has been appointed as company secretary with effect from 24 October 2011.


In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are advised that Ms Patricia Beale has been appointed as company secretary with effect from 24 October 2011, in the place of Mr Dawid Swanepoel who has resigned as company secretary with effect from 24 October 2011.

Johannesburg
20 October 2011

Sponsor
One Capital

Northam Platinum Limited: Zondereinde Division

The management of the Zondereinde division of Northam Platinum Limited advises that the annual wage negotiations with employee representative unions Solidarity and the National Union of Mineworkers continued yesterday, 12 October and today, Thursday 13 October 2011.


The management of the Zondereinde division of Northam Platinum Limited advises that the annual wage negotiations with employee representative unions Solidarity and the National Union of Mineworkers (NUM) continued yesterday, 12 October and today, Thursday 13 October 2011.

These discussions were derailed when both the NUM and Solidarity formally declared disputes with regard to the negotiations for both semi-skilled (category 2 to 8) and skilled employee (category 9 and 10) bargaining units.

In the case of the semi-skilled (Category 2-8) employees , this dispute was declared after only one meeting, where the company tabled a 5.8% opening offer.

The NUM’s demands amount to the following:

  • An overall wage increase of 20%
  • A 94% increase in the living out allowance
  • A 483% increase in the allowance payable to hostel residents.

In the skilled employee category, the company’s offer for a two-year agreement stands at a 6.6% wage increase for year 1, and 6.8% for year 2. This is in response to the union’s demand for a 12% wage increase and a living out allowance increase of 58%.

Zondereinde general manager Danny Gonsalves said today, “ This is a disappointing outcome for everyone concerned. We would really not have expected a dispute after such a limited engagement process.”

Nevertheless management remains committed to a fair and equitable resolution to the 2011 wage discussions.The internal dispute procedures contained in the collective bargaining agreement will be utilised to try to resolve the issues before external third party intervention is sought.

Issued by Russell & Associates
Tel: +27 11 880 3924

Queries:
Marion Brower
Russell & Associates
+27 11 880-3924/082 895 0698

Ayanda Khumalo
+27 11 759 6000/072 331 5615

Marco van der Linde
+27 14 784 3000/083 640 5082

Notice of annual general meeting and no change statement

The annual general meeting of Northam shareholders will be held in Room HB1, Hackle Brook, 110 Conrad Drive, corner of Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg, South Africa on Thursday, 10 November 2011.


Notice of annual general meeting

The annual general meeting of Northam shareholders will be held in Room HB1, Hackle Brook, 110 Conrad Drive, corner of Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg, South Africa on Thursday, 10 November 2011 at 10h00 to transact the business as stated in the notice of the annual general meeting, forming part of the abridged annual report 2011.

No change statement

Shareholders are advised that the abridged financial statements for the 12 months ended 30 June 2011 as contained in the notice of annual general meeting and abridged annual report 2011 will be distributed to shareholders on 10 October 2011 and contain no material modifications to the reviewed preliminary results which were published on SENS on 18 August 2011.

The annual integrated report 2011 containing the full audited annual financial statements, and the sustainable development report 2011, are available at www.northam.co.za or can be obtained from the company's registered office on request.

Johannesburg
10 October 2011

Sponsor
One Capital

Results of general meeting

Further to the notice of meeting to Northam shareholders dated 13 July 2011, shareholders are advised that the ordinary and special resolutions contained therein and tabled for voting, were passed by the requisite majority of shareholders present or represented by proxy, without modification.


Further to the notice of meeting to Northam shareholders ("shareholders") dated 13 July 2011, shareholders are advised that the ordinary and special resolutions contained therein and tabled for voting, were passed by the requisite majority of shareholders present or represented by proxy, without modification.

Johannesburg
18 August 2011

Sponsor
One Capital