Announcements 2019

Northam shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Thursday, 7 November 2019 (“AGM”), the ordinary and special resolutions, as set out in the notice of AGM dated Tuesday, 20 August 2019, 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.

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 1.1 – re-election of Mr DH Brown as a director

Ordinary resolution number 1.2 – re-election of Mr R Havenstein as a director

Ordinary resolution number 1.3 – re-election of Mr JG Smithies as a director

Ordinary resolution number 1.4 – re-election of Ms TE Kgosi as a director

Ordinary resolution number 1.5 – election of Ms AH Coetzee as a director

Ordinary resolution number 2 – re-appointment of Ernst & Young Inc. as the independent external auditors of the group

Ordinary resolution number 3.1 – re-election of Ms HH Hickey as a member of the audit and risk committee

Ordinary resolution number 3.2 – re-election of Mr DH Brown as a member of the audit and risk committee

Ordinary resolution number 3.3 – election of Dr NY Jekwa as a member of the audit and risk committee

Ordinary resolution number 3.4 – election of Mr JJ Nel as a member of the audit and risk committee

Ordinary resolution number 4.1 – non-binding endorsement of the group’s remuneration policy

Ordinary resolution number 4.2 – non-binding endorsement of the group’s remuneration implementation report

Special resolution number 1 – approval of non-executive directors’ fees for the year ending 30 June 2020

Special resolution number 2 – approval of financial assistance in terms of section 45 of the Companies Act, No. 71 of 2008

Special resolution number 3 – approval of general authority to repurchase issued shares

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
7 November 2019

Sponsor and Debt Sponsor
One Capital

1. INTRODUCTION

   Northam shareholders (“shareholders”) are referred to the announcement dated 2 September 2019 (“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, Northam has reached an agreement to acquire additional Zambezi preference shares, as detailed in paragraph 3 below (“acquisition”). Following the acquisition, Northam will hold 36 688 840 Zambezi preference shares, representing approximately 22.94% of all Zambezi preference shares in issue.

2. RATIONALE FOR THE ACQUISITION

   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 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.

3. SMALL RELATED PARTY TRANSACTIONAND FAIRNESS OPINION

   Northam has reached agreement with the Public Investment Corporation SOC Limited (“PIC”), pursuant to which Northam will acquire 13 300 000 Zambezi preference shares from the PIC today, 1 November 2019 at a price of R75 per Zambezi preference share, for a total cash consideration of R997.5 million.

   The acquisition is not subject to any conditions precedent and will be funded from Northam’s cash reserves.

   The PIC is a material shareholder of Northam, in that within the preceding 12 months, it has been able to exercise voting control in excess of 10% of all Northam shares in issue. Accordingly, the PIC is a related party to Northam as contemplated in paragraph 10.1(b)(i) of the JSE Limited Listings Requirements (“Listings Requirements”) and the acquisition is categorised as a “small related party transaction” in terms of paragraph 10.7 of the Listings Requirements.

   In terms of paragraph 10.7 of the Listings Requirements, the acquisition is not subject to shareholder approval, provided an independent professional expert confirms that the terms of the acquisition are fair to shareholders. Northam has appointed BDO Corporate Finance Proprietary Limited (“BDO”) as the independent expert for purposes of providing an opinion in respect of the fairness of the acquisition (“fairness opinion”).

   BDO has considered the terms and conditions of the acquisition and is of the opinion that the acquisition is fair to shareholders. A copy of the fairness opinion is available for inspection for a period of 28 days from the date of this announcement, at Northam’s registered office being, Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View.

   Over the course of the past 12 months, Northam has acquired, in aggregate, 32 458 021 Zambezi preference shares. As a result of the aggregation provision contemplated in paragraph 9.11 read with paragraph 9.13(b) of the Listings Requirements, the acquisition is categorised as a “category 2 transaction” in terms of paragraph 9.5(a) of the Listings Requirements. Notwithstanding this, in terms of paragraph 10.7 as read with paragraph 10.8 of the Listings Requirements, the acquisition is not a “related party transaction” as contemplated in paragraph 10.4 of the Listings Requirements and therefore is not subject to shareholder approval.

4. DETAILS OF THE ZAMBEZI PREFERENCE SHARES

   The Zambezi preference shares are cumulative, non-participating redeemable preference shares which accrue dividends at a nominal rate equal to the South African prime interest rate plus 3.5%, calculated on a daily basis, based on a 365-day year, compounded annually. The Zambezi preference shares were listed on the securities exchange operated by the JSE Limited on 11 May 2015.

   Subject to certain exceptions, the Zambezi preference shares are redeemable on 17 May 2025 and will be redeemed, at Zambezi’s election, in cash and/or through the distribution of Northam shares held by Zambezi. The redemption of the Zambezi preference shares is secured through a guarantee provided by Northam in favour of the holders of Zambezi preference shares. If the guarantee is exercised, Northam will, at its election, settle the associated liability using cash and/or through the issue of new Northam shares.

   As reported in the annual financial statements of Northam for the year ended 30 June 2019, the Zambezi preference share liability amounted to approximately R10.8 billion and the accumulated preference share dividends for the period amounted to approximately R1.3 billion. The acquisition by Northam of Zambezi preference shares will further reduce the Zambezi preference share liability and accumulated preference share dividends recognised in Northam’s consolidated financial statements. The accounting policies adopted by Northam in the preparation of its annual financial statements are in accordance with the International Financial Reporting Standards.

Johannesburg
1 November 2019

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Independent Professional Expert to Northam
BDO Corporate Finance Proprietary Limited

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Johannesburg 29 October 2019: Northam Platinum Limited (Northam) is pleased to announce that its wholly-owned subsidiary, Eland Platinum Proprietary Limited (Eland), has entered into an agreement with Barplats Mines Proprietary Limited (Barplats) to purchase its Maroelabult assets for a cash consideration of R20 million.  Barplats is a subsidiary of Eastern Platinum Limited.

Included in the transaction are the mining and surface rights, infrastructure, equipment and associated fixed and movable property. Upon implementation of the transaction, Eland will assume the environmental rehabilitation liabilities associated with the Maroelabult assets in accordance with the transaction terms.

The property on which the Maroelabult assets are located lies immediately west of Eland mine and the UG2 orebody on these two properties is analogous. The Maroelabult assets include a measured and indicated resource of 231 744 oz 4E and a proven and probable reserve of 188 357 oz 4E.

The surface and underground infrastructure included in the Maroelabult assets will enhance the overall build program of Eland mine and provide additional planning optionality.

In order to facilitate an efficient transfer of ownership, Eland will be granted access to the Maroelabult assets from 1 November 2019 and will assume responsibility for the care and maintenance costs of the Maroelabult assets with effect from this date, amounting to approximately R6.6 million per annum.

Northam’s Chief Executive Officer, Paul Dunne, said “Northam is looking forward to extracting the synergistic benefits between the Maroelabult assets and Eland and we are confident that the Maroelabult assets will make a positive contribution towards Eland’s ongoing development.”

The transaction and payment of the purchase consideration are subject to the fulfilment of certain conditions precedent including, inter alia, consent by the Minister of Mineral Resources and Energy in terms of section 102 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 to incorporate the relevant mining right portions into the contiguous mining right held by Eland.

Johannesburg
29 October 2019

Issued by R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924;
Marion Brower +27 71 493 0387

Northam wishes to advise noteholders that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2019 (“annual financial statements”) and the auditor’s unqualified audit report thereon, are available for inspection at the registered office of the company.

Noteholders are further advised that as a result of the adoption of the International Financial Reporting Standard (IFRS) 15: Revenue from contracts with customers, comparative information contained in the annual financial statements has been restated in line with the new accounting standard, which replaced the International Accounting Standards (IAS) 18: Revenue and all related amendments and interpretations.

Johannesburg
28 October 2019

Debt Sponsor
One Capital

Northam bondholders are advised of the following interest payments due on Wednesday, 16 October 2019:

Johannesburg
11 October 2019

Debt Sponsor
One Capital