Announcements 2015

Appointments to the Northam board of directors

In compliance with paragraph 3.59(a) of the JSE Limited Listings Requirements, Northam shareholders are advised that Mr T.I. (Temba) Mvusi and Ms H.H. (Hester) Hickey have been appointed as independent non-executive directors to the board of Northam .


In compliance with paragraph 3.59(a) of the JSE Limited (“JSE”) Listings Requirements, Northam shareholders are advised that Mr T.I. (Temba) Mvusi and Ms H.H. (Hester) Hickey have been appointed as independent non-executive directors to the board of Northam (“Board”) and as members of the audit and risk committee, with effect from 1 January 2016.

Mr Mvusi currently serves as Chief Executive: Group Market Development and as an executive director of Sanlam Limited (“Sanlam”), the latter a position he has held since 2009. Mr Mvusi serves on the social, ethics and sustainability committee of Sanlam and Sanlam Life Insurance Limited, as well as holding a number of Sanlam group directorships, including Sanlam Investment Management. Mr Mvusi’s qualifications include a BA (UNISA), ELP (Wharton School of Business), MAP (Wits) and PDP (UCT).

Ms Hickey is a Chartered Accountant (SA) and is a past chair of the South African Institute of Chartered Accountants. Ms Hickey serves as a board member and a member of the audit and risk committees of various companies listed on the JSE, including across the resources sector.

The Board is pleased to welcome Mr Mvusi and Ms Hickey and looks forward to their future contribution to the company.

Johannesburg
11 December 2015

Sponsor and Debt Sponsor
One Capital

Dealings in securities

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


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

Name of director Paul Anthony Dunne
Date of award acceptance 18 November 2015
Nature of transaction Acceptance of awards of ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Award over ordinary shares
Total number of ordinary shares covered by the awards 193 200
(48 700 retention shares with no performance conditions)
(144 500 performance shares with performance conditions)
Vesting date 100% of the retention shares and depending on achievement of the performance conditions, between nil to 135% of the performance shares on 10 November 2018
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

 

Name of director Ayanda Zemini Khumalo
Date of award acceptance 18 November 2015
Nature of transaction Acceptance of awards of ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Award over ordinary shares
Total number of ordinary shares covered by the awards 193 200
(48 700 retention shares with no performance conditions)
(144 500 performance shares with performance conditions)
Vesting date 100% of the retention shares and depending on achievement of the performance conditions, between nil to 135% of the performance shares on 10 November 2018
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

 

Name of director Ayanda Zemini Khumalo
Nature of transaction Purchase of Northam shares
Transaction 1
Date of transaction 18 November 2015
Price per ordinary share R23.47
Total number of ordinary shares 1 400
Value of transaction R32 858.00
Transaction 2
Date of transaction 19 November 2015
Price per ordinary share Highest price: R24.19
Lowest price: R24.17
VWAP: R24.18
Total number of ordinary shares 6 100
Value of transaction R147 523.73
Nature and extent of director’s interest Direct beneficial
Transaction completed on market Yes

Clearance obtained in terms of paragraph 3.66 of the JSE listings requirements

Yes

 

Name of director Patricia Beatrice Beale
Date of award acceptance 18 November 2015
Nature of transaction Acceptance of awards of ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Award over ordinary shares
Total number of ordinary shares covered by the awards 33 600
(8 500 retention shares with no performance conditions)
(25 100 performance shares with performance conditions)
Vesting date 100% of the retention shares and depending on achievement of the performance conditions, between nil to 135% of the performance shares on 10 November 2018
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

 

Name of director Patricia Beatrice Beale
Date of transaction 18 November 2015
Nature of transaction Purchase of Northam shares
Class of securities Ordinary shares
Total number of ordinary shares 1 700
Price per ordinary share R24.18
Value of transaction R41 106.00
Nature and extent of director’s interest Direct beneficial
Transaction completed on market Yes

Clearance obtained in terms of paragraph 3.66 of the JSE listings requirements

Yes

 

Name of director of major subsidiary Leon Charl van Schalkwyk
Name of director of major subsidiary Leon Charl van Schalkwyk
Date of award acceptance 18 November 2015
Nature of transaction Acceptance of awards of ordinary shares in terms of the Northam Share Incentive Plan
Class of securities Award over ordinary shares
Total number of ordinary shares covered by the awards 89 800
(22 700 retention shares with no performance conditions)
(67 100 performance shares with performance conditions)
Vesting date 100% of the retention shares and depending on achievement of the performance conditions, between nil to 135% of the performance shares on 10 November 2018
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
19 November 2015

Sponsor and Debt Sponsor
One Capital

Results of annual general meeting

Northam shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 11 November 2015, the ordinary and special resolutions, as set out in the notice of AGM dated 25 September 2015, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of ordinary resolutions 2.2 and 4.1, which were withdrawn prior to the commencement of the AGM.


Northam shareholders (“shareholders”) are advised that at the annual general meeting (“AGM”) of shareholders held on Wednesday, 11 November 2015, the ordinary and special resolutions, as set out in the notice of AGM dated 25 September 2015, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of ordinary resolutions 2.2 and 4.1, which were withdrawn prior to the commencement of the AGM.

Mr M E Beckett retired from the board of directors at the conclusion of the AGM and did not avail himself for re-election as a director or member of the audit and risk committee. The board would like to thank Mr Beckett for his valuable contribution to the company during his sixteen year tenure as a director of Northam.

The total number of Northam shares eligible to vote at the AGM is 509 781 212. The number of shares voted in person or by proxy was 486 479 829 representing 95.4% of the total issued share capital of the company.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1 – adoption of annual financial statements for the year ended 30 June 2015
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

485 981 414

95.3% 100.0% 0.0% 0.1%
Ordinary resolution number 2.1 – re-election of Mr K B Mosehla as a director
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.9% 0.01% 0.1%
Ordinary resolution number 2.2 – re-election of M E Beckett as a director
The above ordinary resolution was withdrawn.
Ordinary resolution number 2.3 – re-election of Mrs T E Kgosi as a director
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.5% 0.5% 0.1%
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent external auditor of the company
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

482 823 532

94.7% 90.8% 9.2% 0.7%
Ordinary resolution number 4.1 – re-election of Mr M E Beckett as a member of the audit and risk committee
The above ordinary resolution was withdrawn.
Ordinary resolution number 4.2 – re-election of Mr R Havenstein as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.9% 6.1% 0.1%
Ordinary resolution number 4.3 – re-election of Mrs T E Kgosi as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.9% 6.1% 0.1%
Ordinary resolution number 4.4 – re-election of Mr A R Martin as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

485 031 086

95.1% 99.6% 0.4% 0.3%
Ordinary resolution number 5 – approval of the group’s remuneration policy
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.6% 6.4% 0.1%
Ordinary resolution number 6 – approval of non-executive directors’ remuneration paid for the year ended 30 June 2015
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 100.0% 0.0% 0.1%
Special resolution number 1 – approval of non-executive directors’ remuneration for the year ending 30 June 2016
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.9% 0.1% 0.1%
Special resolution number 2 – approval of financial assistance to subsidiary companies
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 100.0% 0.0% 0.1%
Special resolution number 3 – approval of general authority to repurchase issued shares
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.7% 0.3% 0.1%

Notes

  • Percentages of shares voted are calculated in relation to the total issued share capital of Northam
  • Percentage of shares for and against are calculated in relation to the total number of shares voted at the AGM
  • Abstentions are calculated as a percentage in relation to the total issued share capital of Northam

Johannesburg
11 November 2015

Sponsor and Debt Sponsor
One Capital

Northam and Heraeus extend strategic co-operation agreement

Heraeus to invest 20 million in expanding Northam’s smelting capacity

Northam Platinum Limited (Northam) is pleased to announce that it has agreed terms to extend its co-operation agreement with Heraeus Deutschland GmbH &Co. KG (Heraeus) and Heraeus South Africa Proprietary Limited (HSA).


Heraeus to invest 20 million in expanding Northam’s smelting capacity

Johannesburg, 23 October 2015: Northam Platinum Limited (Northam) is pleased to announce that it has agreed terms to extend its co-operation agreement with Heraeus Deutschland GmbH &Co. KG (Heraeus) and Heraeus South Africa Proprietary Limited (HSA). The agreement will cement the strategic partnership between the companies and support Northam’s expansion plans.

In terms of the agreement Heraeus will contribute €20 million (approximately R300 million at the current exchange rate) to expand the capacity of Northam’s existing smelter, with the construction of a 20MW second furnace at the Zondereinde metallurgical complex. The total cost of the expansion is estimated at R750 million.

Northam chief executive Paul Dunne said today, “the addition of a second furnace at the Zondereinde division is a critical element of Northam’s strategic growth: it supports the expansion programme at Booysendal and the increased UG2 mining at Zondereinde and will immediately raise the group’s processing capacity to more than 1 million PGM ounces.  In addition, it reduces operational risk, while providing headroom for third party concentrate purchases and toll treatment arrangements.”

The agreement also provides for the renewal of the current offtake and toll refining agreements with Heraeus, and a represents a landmark initiative in which both parties will also support product development and optimisation.

Heraeus’ capital contribution will be fixed according to a progress schedule, and paid in tranches.  The furnace is planned to be commissioned by the end of the 2017 calendar year. In return Northam will renew its toll refining agreement with Heraeus and HSA for a period of 20 years at competitive terms.  Northam also undertakes to sell up to 40% of its production to Heraeus or HSA at market prices.

The various elements of the agreement underscore Northam’s plans for growth and expansion, underpinned by a conservative approach to capital expenditure, particularly in the current climate of metal price weakness. 

Dunne concluded that this investment by Heraeus is a clear sign of confidence in platinum group metals, their markets and in Northam. “This development is significant, not only in that it further cements our companies’ already long-standing business partnership, but is an expression of confidence in PGMs and their markets, Northam’s performance to date, and our expansion strategy.”

Note to editors:

Heraeus is a leading international family-owned technology group headquartered in Hanau, Germany. Heraeus’ interests range from components to coordinated material systems which are used in a wide variety of industries, including the steel, electronics, chemical, automotive and telecommunications industries. In the 2014 financial year, Heraeus generated product revenues of €3.4 bn and precious metal revenues of €12.2bn . With around 12,600 employees worldwide in more than 100 subsidiaries in 38 countries, Heraeus holds a leading position in its global markets.

Heraeus South Africa is a 100% subsidiary of Heraeus Precious Metals and operates from two premises in South Africa: a marketing and sales office in Boksburg, near Johannesburg, as well as a precious metal chemical compounds production and refinery site in Port Elizabeth.

Heraeus’ relationship with Northam Platinum has been in place for more than 25 years. Once material has been processed at Northam’s smelter and base metals removal plant , located on the Zondereinde lease area, the product is refined by Heraeus, both in Port Elizabeth and in Hanau, Germany. Northam’s in-house marketing department is responsible for marketing and sales of product both domestically and to the major global markets in Asia, Europe and North America.

Issued by

Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Wage settlement concluded at Northam’s Booysendal Mine

Northam Platinum is pleased to advise that a three year wage agreement has been concluded between mining contractor, Murray and Roberts Cementation (MRC) and its representative unions, the Association of Mineworkers and Construction Union, the National Union of Mineworkers and Solidarity across MRC operations. This agreement will consequently be applied at the Booysendal Mine.


Johannesburg, 20 October 2015: Northam Platinum is pleased to advise that a three year wage agreement has been concluded between mining contractor, Murray and Roberts Cementation (MRC) and its representative unions, the Association of Mineworkers and Construction Union, the National Union of Mineworkers and Solidarity across MRC operations. This agreement will consequently be applied at the Booysendal Mine.

The agreement provides for increases in line with other recent wage agreements in the industry.

Northam chief executive Paul Dunne said: “This is a good outcome for all stakeholders as it provides certainty and stability going forward which will contribute to consolidating the ramp-up to steady state production at Booysendal which is expected to be achieved this month. We also recognise the mature and constructive manner in which engagement has been undertaken.”

Issued by Russell & Associates
Tel 011 880 3924

Section 11 consent obtained and Part B acquisition of Everest becomes unconditional

Northam shareholders are referred to the SENS announcement dated 10 February 2015 wherein shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd


Northam shareholders are referred to the SENS announcement dated 10 February 2015 wherein shareholders were advised that Northam had entered into a sale of assets agreement with Aquarius Platinum (South Africa) (Pty) Ltd to acquire the Everest Mining Assets and Everest Mining Right for a total cash purchase consideration of R450 million (excluding VAT), comprising R400 million for the Everest Mining Assets (Part A Sale) and R50 million for the Everest Mining Right (Part B Sale). Shareholders are also referred to the SENS announcement dated 23 April 2015, wherein shareholders were advised that the Part A Sale had become unconditional.

Northam is pleased to announce that the parties have obtained consent in terms of section 11 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 to transfer the Everest Mining Right to Northam. The conditions precedent to the Part B Sale have therefore been fulfilled and the Part B Sale has become unconditional. The Part B Sale will be implemented on 8 October 2015.

Paul Dunne, CEO of Northam, says, “Northam is pleased to have successfully implemented this key strategic acquisition, which provides Northam with significant long-term organic growth optionality. With Everest now being part of the broader Booysendal mining footprint, Northam is well positioned to assess and prioritise its internal growth opportunities.”

Johannesburg
1 October 2015

Corporate Advisor, Sponsor and Debt Sponsor: One Capital
Attorneys: Cliffe

Northam acquisition of Everest finalised

Northam Platinum is pleased to advise that its acquisition of the Everest operation from Aquarius Platinum South Africa (Pty) Ltd (AQPSA) has been finally concluded.


Northam Platinum is pleased to advise that its acquisition of the Everest operation from Aquarius Platinum South Africa (Pty) Ltd (AQPSA) has been finally concluded. The final step in the transaction, viz the consent in terms of section 11 of the MPRDA, has been obtained. With this final step in place, the Everest mining right has now been transferred to Northam, with the effective date being 8 October 2015. The transaction was first communicated to shareholders on 10 February 2015.

The Everest assets and mining rights were acquired for a total cash purchase consideration of R450 million comprising R400 million for the Everest mining assets and R50 million for the Everest mining right. This final part of the sale will be implemented on 8 October 2015.

Paul Dunne, CEO of Northam, says, “We are pleased to have successfully implemented this key strategic acquisition, which provides Northam with significant long-term organic growth optionality. With Everest now being part of the broader Booysendal mining footprint, Northam is well positioned to assess and prioritise its internal growth opportunities.”

Issued by

Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower: +27 (0) 71 493 0387

Notice of annual general meeting

The annual general meeting of Northam shareholders will be held at Glen Hove Conferencing, 52 Glenhove Road, Melrose Estate, Johannesburg, South Africa on Wednesday, 11 November 2015 at 10:00 to transact the business as stated in the notice of annual general meeting, forming part of the abridged annual report 2015.


The annual general meeting of Northam shareholders will be held at Glen Hove Conferencing, 52 Glenhove Road, Melrose Estate, Johannesburg, South Africa on Wednesday, 11 November 2015 at 10:00 to transact the business as stated in the notice of annual general meeting, forming part of the abridged annual report 2015 (“notice and abridged report 2015”).

No change statement

Shareholders are advised that the summarised audited financial statements for the 12 months ended 30 June 2015 as contained in the notice and abridged report 2015, will be distributed electronically to shareholders today, 30 September 2015, whilst the physical mailing process of the notice and abridged report 2015 is expected to be completed by no later than Friday, 2 October 2015. The audited annual financial statements 2015 contain no material modifications to the reviewed preliminary results, which were published on SENS on 20 August 2015.

The annual integrated report 2015 containing the full audited annual financial statements, and the notice and abridged report 2015, are available at www.northam.co.za or can be obtained from the company’s registered office on request.

The salient dates of the annual general meeting are as follows:

  2015
Record date to determine which shareholders are entitled to receive the notice and abridged report 2015 Friday, 18 September
Posting date of the notice and abridged report 2015 Wednesday, 30 September
Last day to trade in order to be eligible to attend and vote at the annual general meeting Friday, 30 October
Record date to determine which shareholders are entitled to attend and vote at the annual general meeting Friday, 6 November
Forms of proxy for the annual general meeting to be lodged by 10:00 on Tuesday, 10 November
Annual general meeting at 10:00 on Wednesday, 11 November
Results of annual general meeting released on SENS on Wednesday, 11 November

Johannesburg
30 September 2015

Sponsor and Debt Sponsor
One Capital

Change of registered office

Northam and Zambezi Platinum announce that their registered office will, with effect from 1 January 2016, change to:

Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View, 2090.


Northam and Zambezi Platinum announce that their registered office will, with effect from 1 January 2016, change to:

Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View, 2090.

The postal address of Northam and Zambezi Platinum will remain as: PO Box 412694, Craighall, 2024.

Johannesburg
28 September 2015

Sponsor and Debt Sponsor to Northam
One Capital

Debt Sponsor to Zambezi Platinum
One Capital

Northam’s short term credit rating upgraded

Northam wishes to advise shareholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s short term credit rating from A2(za) to A1-(za) and reaffirmed the Company’s long term rating of BBB+(ZA) with the outlook accorded as Stable.


Northam wishes to advise shareholders that the credit rating agency, Global Credit Rating Co. (“GCR”), has upgraded Northam’s short term credit rating from A2(za) to A1-(za) and reaffirmed the Company’s long term rating of BBB+(ZA) with the outlook accorded as Stable.

Northam’s upgrade in its short term credit rating was obtained despite the industry outlook remaining negative on account of, inter alia, depressed platinum group metal (PGM) prices and cost inflation, illustrating the benefits of the Group’s liquid balance sheet and strong shareholder support.

GCR has published a detailed credit rating report (available from GCR at https://globalratings.net detailing the key criteria which form the basis for its rating, these include:

  • The impact of Northam’s fully funded R6.6 billion black economic empowerment transaction, which raised Northam’s empowerment levels to 35.4%, on a secured basis for 10 years, and incorporated a cash injection of R4.6 billion, notably enhancing Northam’s liquidity and flexibility.
  • Increased production supported the uplift in PGM sales, which saw the Group’s revenue increase to over R6 billion for the first time in the 2015 financial year.
  • Higher Booysendal Mine output and general cost rigour underpinned a recovery in the Group’s operating profit margin.
  • The Booysendal Mine increasing the Group’s operational stability and reducing the concentration of risk. The mine is set to reach steady production in the second half of calendar 2015.
  • A reduction in capital expenditure during the 2015 financial year both deliberate and occasioned by the virtual completion of the Booysendal North, Phase 1.
  • Northam’s redemption of the R1.4 billion in three-year domestic medium term notes thereby reducing the Group’s debt to negligible levels.
  • The three-year wage agreement recently concluded at Northam’s Zondereinde mine with the National Union of Mineworkers. 

Johannesburg
11 September 2015

Issued by

Russell & Associates
Johannesburg
Tel +27 (0)11 880 3924

Marion Brower: +27 (0) 71 493 0387