Announcements 2021

Acquisition of additional shares in RBPlat increasing Northam’s shareholding to 34.95%, finalisation of option and other agreements and further announcements

07 Dec 2021

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcement published by Northam on SENS on Tuesday, 9 November 2021 (“Transaction Announcement”).

ACQUISITION OF ADDITIONAL RBPLAT SHARES INCREASING NORTHAM’S SHAREHOLDING TO 34.95%

Northam is pleased to announce that, following publication of the Transaction Announcement and, inter alia, following unsolicited offers unilaterally extended by shareholders in RBPlat of all or some of their RBPlat Shares to Northam, Northam has acquired an additional 6 289 174 RBPlat Shares, representing c. 2.19% of the RBPlat Net Shares (“Further Acquisitions”). Following implementation of the Further Acquisitions in accordance with the usual settlement process on the JSE, Northam will hold c. 34.95% of the RBPlat Net Shares. The Further Acquisitions were implemented at a volume weighted average cash consideration of R162.70 per RBPlat Share and at a maximum cash consideration of R165.00 per RBPlat Share. No Northam Holdings Shares have been or will be issued in terms of the Further Acquisitions, i.e. the cash consideration constitutes the full consideration pertaining to the Further Acquisitions.

CONCLUSION OF AN OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT WITH EMI TO POTENTIALLY INCREASE NORTHAM’S SHAREHOLDING UP TO 38.27%

As contemplated in the Transaction Announcement, Northam is pleased to announce that on 3 December 2021, an option and right of first refusal agreement was entered into between Northam, EMI and RBH in terms of which, inter alia:

  • EMI has been granted, for no consideration, a put option to sell 1 891 342 RBPlat Shares, amounting to 0.66% of the RBPlat Net Shares, to Northam (“EMI Put Option”);
  • Northam has been granted, for no consideration, a call option by EMI to acquire 4 472 103 RBPlat Shares, amounting to 1.56% of the RBPlat Net Shares, from EMI (“EMI Call Option”); and
  • Northam has been granted, for no consideration, a right of first refusal to acquire a further 3 367 673 RBPlat Shares (“ROFR Shares”), amounting to 1.17% of the RBPlat Net Shares, from EMI (“ROFR”).

Shareholders are referred to the Transaction Announcement for further information regarding, inter alia, the RBIH Put and Call, including the salient terms of the Put Option, Call Option and the Option Consideration, which salient terms similarly apply to the EMI Put Option and EMI Call Option.

In terms of the ROFR, which remains in effect until 8 November 2024, if EMI wishes to dispose of all or a portion of the ROFR Shares (“ROFR Offer Shares”), it shall not be entitled to do so, nor shall it agree to do so, unless it first offers to sell the ROFR Offer Shares to Northam. The purchase consideration in respect of each ROFR Offer Share shall be determined with reference to the 5 day volume weighted average price of an RBPlat Share on the date on which EMI offers the ROFR Offer Shares to Northam.

Should the RBIH Put and Call, the EMI Put and Call and the ROFR be exercised, in full, Northam will increase its total holding in the RBPlat Net Shares to c. 38.27% in aggregate.

FURTHER ANNOUNCEMENTS

Northam will make further announcements once the required regulatory clearances have been obtained.

Johannesburg
7 December 2021