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Announcements 2018
- 24 Dec 2018
Dealings in securities
In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by an associate of a director of a major subsidiary of the company.
In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by an associate of a director of a major subsidiary of the company:
| Name of director of major subsidiary | Mr L C van Schalkwyk |
| Name of associate | Mrs C van Schalkwyk |
| Relationship with director | Wife of Mr van Schalkwyk |
| Name of major subsidiary | Booysendal Platinum Proprietary Limited |
| Nature and extent of director’s interest | Indirect beneficial purchase of shares |
| Class of shares | Ordinary shares |
| Date of transaction | 18 December 2018 |
| Transactions completed on market | Yes |
| Clearance obtained in terms of paragraph 3.66 of the Listing Requirements | Yes |
| Price per ordinary share |
Various different trades with the following price information: - volume weighted average price of R41.5804; - highest price of R41.60.; and - lowest price of R41.55 |
| Total number of ordinary shares | 15 300 |
| Value of transaction | R636 179.48 |
Johannesburg
24 December 2018
Sponsor and Debt Sponsor
One Capital
- 21 Dec 2018
Dealings in securities
In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam. Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.
1. Purchase of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)
In terms of the Northam broad-based black economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam. Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.
Accordingly, in compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by a director of the company and Zambezi Platinum and an associate of a director of a major subsidiary of the company and Zambezi Platinum:
| Date of transactions | 18 December 2018 |
| Class of shares | Preference shares |
| Transactions completed on market | Yes |
| Clearance obtained in terms of paragraph 3.66 of the Listings Requirements | Yes |
Transaction 1
| Name of director | Ms A H Coetzee |
| Nature of transaction | Direct purchase of preference shares |
| Price per preference share | Various different trades with the following price
information: - volume weighted average price of R63.3096; - highest price of R63.99; and - lowest price of R62.99 |
| Total number of preference shares | 15 800 |
| Value of transaction | R1 000 292.00 |
| Nature and extent of director’s interest | Direct beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares |
Transaction 2
| Name of director of major subsidiary | Mr L C van Schalkwyk |
| Name of associate | Mrs C van Schalkwyk |
| Relationship with director | Wife of Mr van Schalkwyk |
| Name of major subsidiary | Booysendal Platinum Proprietary Limited |
| Nature of transaction | Indirect purchase of preference shares |
| Price per preference share | Various different trades with the following price
information: - volume weighted average price of R62.993; - highest price of R63.00; and - lowest price of R62.99 |
| Total number of preference shares | 21 435 |
| Value of transaction | R1 350 390.60 |
| Nature and extent of director’s interest | Indirect beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares |
2. Purchase of Northam ordinary shares
In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“Listings Requirements”), Northam advises its shareholders of the following dealings by an associate of a director of a major subsidiary of the company:
| Name of director of major subsidiary | Mr L C van Schalkwyk |
| Name of associate | Mrs C van Schalkwyk |
| Relationship with director | Wife of Mr van Schalkwyk |
| Name of major subsidiary | Booysendal Platinum Proprietary Limited |
| Nature and extent of director’s interest | Indirect beneficial purchase of shares |
| Class of shares | Ordinary shares |
| Date of transaction | 20 December 2018 |
| Transactions completed on market | Yes |
| Clearance obtained in terms of paragraph 3.66 of the Listing Requirements | Yes |
| Price per ordinary share | Various different trades with the following price information: - volume weighted average price of R41.0203; - highest price of R41.05.; and - lowest price of R40.97 |
| Total number of ordinary shares | 8 503 |
| Value of transaction | R348 795.27 |
Johannesburg
21 December 2018
Sponsor and Debt Sponsor
One Capital
- 05 Dec 2018
Interest payment notification
Northam bondholders are advised of the following interest payment due on Monday, 10 December 2018.
Northam bondholders are advised of the following interest payment due on Monday, 10 December 2018:
| Bond Code: | NHM003 |
| ISIN No: | ZAG000129032 |
| Coupon: | 10.925% |
| Interest Period: | 10 September to 9 December 2018 |
| Interest Amount Due: | R6,809,417.81 |
| Payment Date: | 10 December 2018 |
| Date Convention: | Modified Following Business Day |
5 September 2018
Debt Sponsor
One Capital
- 04 Dec 2018
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, a director of a major subsidiary 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, a director of a major subsidiary and the company secretary:
| Name of director | Paul Anthony Dunne |
| Date of award acceptance | 30 November 2018 |
| Nature of transaction | Acceptance of awards of ordinary shares in terms of the Northam Share Incentive Plan (“SIP”) |
| Class of securities | Award in terms of the SIP |
| Total number of ordinary shares covered by the awards | 184 500 (46 100 retention shares with no performance conditions) (138 400 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 5 November 2021 |
| 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 | Aletta Helena Coetzee |
| Date of award acceptance | 30 November 2018 |
| Nature of transaction | Acceptance of awards of ordinary shares in terms of the SIP |
| Class of securities | Award in terms of the SIP |
| Total number of ordinary shares covered by the awards | 79 100 (19 800 retention shares with no performance conditions) (59 300 performance shares with performance conditions) |
| Vesting date | 100% of the retention shares and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on 5 November 2021 |
| 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 of major subsidiary | Leon Charl van Schalkwyk |
| Name of major subsidiary | Booysendal Platinum Proprietary Limited |
| Date of award acceptance | 30 November 2018 |
Nature of transaction |
Acceptance of awards of ordinary shares in terms of the SIP |
| Class of securities | Award in terms of the SIP |
| Total number of ordinary shares covered by the awards | 71 600 (17 900 retention shares with no performance conditions) (53 700 performance shares with performance conditions) |
| Vesting date | 100% of the retention shares and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on 5 November 2021 |
| 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 company secretary | Patricia Beatrice Beale |
| Date of award acceptance | 30 November 2018 |
| Nature of transaction | Acceptance of awards of ordinary shares in terms of the SIP |
| Class of securities | Award in terms of the SIP |
| Total number of ordinary shares covered by the awards | 39 700
(9 900 retention shares with no performance conditions) (29 800 performance shares with performance conditions) |
| Vesting date | 100% of the retention shares and depending on targets met in terms of the performance conditions, between nil to 135% of the performance shares on 5 November 2021 |
| Strike price | R nil |
| Value of transaction | - |
| Nature and extent of interest | Direct beneficial |
| Transaction completed on market | No |
| Clearance obtained in terms of paragraph 3.66 of the JSE listings requirements | Yes |
Johannesburg
04 December 2018
Sponsor and Debt Sponsor
One Capital
- 07 Nov 2018
Interest payment notification
Northam bondholders are advised of the following interest payment due on Monday, 12 November 2018.
Northam bondholders are advised of the following interest payment due on Monday, 12 November 2018:
| Bond Code: | NHM002 |
| ISIN No: | ZAG000129024 |
| Coupon: | 13.5% per annum |
| Interest Period: | 12 May 2018 to 11 November 2018 |
| Interest Amount Due: | R11,812,500.00 |
| Payment Date: | 12 November 2018 |
| Date Convention: | Modified Following Business Day |
7 November 2018
Debt Sponsor
One Capital
- 06 Nov 2018
Results of annual general meeting and changes to the board of directors
Northam shareholders are advised that at the annual general meeting of shareholders held on Tuesday, 6 November 2018, the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 30 August 2018, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.
Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Tuesday, 6 November 2018 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Thursday, 30 August 2018, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. Further details regarding the voting results for each of the resolutions are contained below.
Changes to the board of directors
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are advised that Messrs MH (Mcebisi) Jonas and JJ (Jean) Nel have been elected as independent non-executive directors of the board at the AGM. Mr Jean Nel’s appointment is with effect from the date on which the amendment of the company's memorandum of incorporation (“MOI”) envisaged in special resolution number 1 becomes effective.
Results of annual general meeting
The total number of Northam shares eligible to vote at the AGM is 509 781 212.
All resolutions proposed at the AGM, together with the number and percentage of shares voted, 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 the audited group annual financial statements of the company for the year ended 30 June 2018
| Shares voted | For | Against | Abstained |
| 477 785 590 93.72% |
100.00% |
0.00% |
0.03% |
Ordinary resolution number 2.1 – re-election of Mr CK Chabedi as a director
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
98.70% |
1.30% |
0.03% |
Ordinary resolution number 2.2 – re-election of Ms HH Hickey as a director
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
98.42% |
1.58% |
0.03% |
Ordinary resolution number 2.3 – re-election of Mr TI Mvusi as a director
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
96.03% |
3.97% |
0.03% |
Ordinary resolution number 2.4 – election of Dr NY Jekwa as a director
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
98.52% |
1.48% |
0.03% |
Ordinary resolution number 2.5 – election of Mr MH Jonas as a director
Shares voted |
For | Against | Abstained |
| 477 909 977 93.75% |
99.99% |
0.01% |
0.01% |
Ordinary resolution number 2.6 – election of Mr JJ Nel as a director, conditional on special resolution number 1 being approved and the amendment of the company's MOI envisaged therein becoming effective.
| Shares voted | For | Against | Abstained |
| 477 909 977 93.75% |
100.00% |
0.00% |
0.01% |
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent external auditor of the company
| Shares voted | For | Against | Abstained |
| 477 909 977 93.75% |
87.54% |
12.46% |
0.01% |
Ordinary resolution number 4.1 – re-election of Ms HH Hickey as a member of the audit and risk committee
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
98.39% |
1.61% |
0.03% |
Ordinary resolution number 4.2 – re-election of Mr DH Brown as a member of the audit and risk committee
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
99.73% |
0.27% |
0.03% |
Ordinary resolution number 4.3 – re-election of Mr R Havenstein as a member of the audit and risk committee
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
86.67% |
13.33% |
0.03% |
Ordinary resolution number 4.4 – re-election of Ms TE Kgosi as a member of the audit and risk committee
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
87.98% |
12.02% |
0.03% |
Ordinary resolution number 5.1 – endorsement of the group’s remuneration policy
| Shares voted | For | Against | Abstained |
| 477 671 707 93.70% |
89.24% |
10.76% |
0.05% |
Ordinary resolution number 5.2 – endorsement of the group’s remuneration implementation report
Shares voted |
For | Against | Abstained |
| 477 780 079 93.72% |
88.31% |
11.69% |
0.03% |
Special resolution number 1 – approval of amendment to the company's MOI to increase the maximum number of directors
| Shares voted | For | Against | Abstained |
| 477 909 977 93.75% |
99.96% |
0.04% |
0.01% |
Special resolution number 2.1 – approval of non-executive directors’ fees for the year ending 30 June 2019
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
99.12% |
0.88% |
0.03% |
Special resolution number 2.2 – approval of the payment of additional non-executive directors’ fees for additional meetings held during the financial year ended 30 June 2018
| Shares voted | For | Against | Abstained |
| 477 780 079 93.72% |
99.99% |
0.01% |
0.03% |
Special resolution number 3.1 – approval of financial assistance to related and interrelated companies
| Shares voted | For | Against | Abstained |
| 477 909 977 93.75% |
99.66% |
0.34% |
0.01% |
Special resolution number 3.2 – approval of financial assistance to executive directors and/or prescribed officers and their related and interrelated persons
| Shares voted | For | Against | Abstained |
| 477 909 977 93.75% |
88.40% |
11.60% |
0.01% |
Special resolution number 4 – approval of general authority to repurchase issued shares
| Shares voted | For | Against | Abstained |
| 477 909 987 93.75% |
97.98% |
2.02% |
0.01% |
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital of Northam.
- Percentage of shares voted for and against are calculated in relation to the total number of shares voted in respect of each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of Northam.
Johannesburg
6 November 2018
Sponsor and Debt Sponsor
One Capital
- 24 Oct 2018
New CFO for Northam Platinum
Northam Platinum advises that Alet Coetzee has been appointed as the company’s chief financial officer with effect from 15 November 2018. Alet replaces Ayanda Khumalo who is stepping down with effect from 1 November 2018.
Northam Platinum advises that Alet Coetzee has been appointed as the company’s chief financial officer with effect from 15 November 2018. Alet replaces Ayanda Khumalo who is stepping down with effect from 1 November 2018. He will be taking time off before embarking on the next phase of his career.
Alet will serve on the board in an executive capacity. As group financial controller, her current responsibilities include the coordination, consolidation and reporting of the group’s financial results.
Alet has more than ten years’ experience of and exposure to the mining and manufacturing industries which includes the auditing of large, listed and multi-locational companies for EY, where she was associate director. She holds a B Com (Hons) in Accounting Sciences from the University of Pretoria, along with a CA(SA).
Northam chief executive Paul Dunne welcomed Alet to the board: “In a relatively short space of time Alet has become integral to the Northam finance function. She has worked closely with Ayanda, in overhauling the finance department and its responsibilities, in line with the group’s expansion and M&A activity.
“Alet’s proactive and professional approach is a credit to this organisation, and we are pleased that Northam will continue to benefit from her strong organisational and analytical abilities,” he said.
Chairman of the board Brian Mosehla paid tribute to the outgoing CFO, thanking him for his unwavering loyalty over a period of eight years, and for overseeing the reorganisation and expansion of the group’s financial and administrative departments in line with the growth strategy and its delivery.
Issued by
R&A Strategic Communications
Johannesburg
Tel +27 (0)11 880 3924
Marion Brower +27 71 493 0387
Jan Walker +27 71 493 0429
- 24 Oct 2018
Appointment of Chief Financial Officer
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, Northam shareholders are advised of the appointment of Ms Aletta Helena (Alet) Coetzee as successor to Mr Ayanda Khumalo, current Chief Financial Officer.
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, Northam shareholders are advised of the appointment of Ms Aletta Helena (Alet) Coetzee as successor to Mr Ayanda Khumalo, current Chief Financial Officer (“CFO”) of Northam, with effect from 15 November 2018. This follows a decision by Mr Khumalo to step down, effective 1 November 2018. He will be taking time off before embarking on the next phase of his career. Ms Coetzee has been part of Northam’s senior management team since joining the group in December 2015.
The appointment of Ms Coetzee arises from a comprehensive process followed by the board of directors (“board”) to find a suitable replacement for Mr Khumalo.
Ms Coetzee is a Chartered Accountant (South Africa) and former associate director at Ernst & Young Inc. (“EY”), Northam’s external auditor. Ms Coetzee worked at EY for almost 14 years and has been involved with the group since June 2007 when she first joined the external audit team.
The board has full confidence in Ms Coetzee’s ability to seamlessly take over from Mr Khumalo and is pleased to have found a highly qualified and experienced replacement.
The members of the board would like to express their grateful appreciation to Mr Khumalo for his service to the company and especially for pro-actively ensuring a smooth transition. They wish him well in his future endeavours and welcome Ms Coetzee as CFO.
Johannesburg
24 October 2018
- 02 Oct 2018
Wage settlement concluded at Northam’s Zondereinde mine
Northam is pleased to advise that wage negotiations at its Zondereinde mine with the representative union, the National Union of Mineworkers, have been concluded.
Northam is pleased to advise that wage negotiations at its Zondereinde mine with the representative union, the National Union of Mineworkers, have been concluded.
The three-year agreement (“Agreement”) provides for increases in basic wages for entry level underground employees of R1 000.00 in the first year, R1 100.00 in the second year, and R1 200.00 in the third year, and a R200.00 annual increase in housing/living out allowances over the three year period.
In terms of the Agreement, supervisory employees will receive a basic increase of 7% per year for each of the three years and a 6% annual increase for housing/living out allowances over the same period.
Paul Dunne, Northam Chief Executive Officer, said: “We recognise the mature and constructive manner in which the engagement has been undertaken. The agreement provides for continuity, certainty and allows all stakeholders to focus on the sustainability of the business going forward.”
Johannesburg
2 October 2018
- 17 Sep 2018
Dealings in securities
Northam advises its shareholders of the following dealings by a director of a major subsidiary of the company and of Zambezi Platinum.
Purchase of Zambezi Platinum (RF) Limited (“Zambezi Platinum”) preference shares (“preference shares”)
In terms of the Northam broad-based economic empowerment transaction implemented on 18 May 2015, Zambezi Platinum holds ordinary shares in Northam. Pursuant to the preference share terms, Zambezi Platinum is entitled to elect to settle the preference share redemption amount in cash, Northam ordinary shares or a combination thereof.
Accordingly, in compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements (“JSE Listings Requirements”), Northam advises its shareholders of the following dealings by a director of a major subsidiary of the company and of Zambezi Platinum:
| Name of director of major subsidiary | Leon Charl van Schalkwyk |
| Name of associate | Bepro Messina Proprietary Limited (“Bepro”) |
| Relationship with director | Mr van Schalkwyk is a director of Bepro |
| Name of major subsidiary | Booysendal Platinum Proprietary Limited |
| Nature of transaction | Indirect purchase of preference shares |
| Class of shares | Preference shares |
| Nature and extent of director’s interest | Indirect beneficial interest in Zambezi Platinum resulting in an indirect exposure to Northam ordinary shares |
| Transaction completed on market | Yes |
| Clearance obtained in terms of paragraph 3.66 of the JSE Listings Requirements |
Yes |
Transaction 1
| Date of transaction | 11 September 2018 |
| Price per preference share | R59.01 |
| Total number of preference shares | 17 070 |
| Value of transaction | R1 007 341.67 |
Transaction 2
| Date of transaction | 12 September 2018 |
| Price per preference share | R60.00 |
| Total number of preference shares | 17 070 |
| Value of transaction | R445 800.00 |
Transaction 3
| Date of transaction | 14 September 2018 |
| Price per preference share | R60.00 |
| Total number of preference shares | 1 400 |
| Value of transaction | R84 000.00 |
Johannesburg
17 September 2018
Sponsor and Debt Sponsor
One Capital