Announcements 2022

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 Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

1. 1. INTRODUCTION

   Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which, inter alia, Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration, as well as the announcement published by Northam on SENS on Wednesday, 7 December 2022 pertaining to the extension to the posting date of the Northam Offer Circular, setting out the full terms and conditions of the Offer (“Circular”), (“Extension Announcement”).

2. 2. FURTHER EXTENSION TO THE POSTING DATE OF THE NORTHAM OFFER CIRCULAR
   1. 2.1. In terms of the Extension Announcement, Shareholders were advised that the TRP has granted an extension to the date of posting of the Circular, in terms of which the Circular would be posted by Northam Holdings by no later than Friday, 23 December 2022 (“Posting Date”).
   2. 2.2. Notwithstanding the fact that the Circular was formally approved by the JSE on Thursday, 15 December 2022, conditional on the receipt of the TRP approval, and that the TRP had not raised any concerns with the Circular, Shareholders are hereby advised that, as a result of complaints raised by Impala Platinum Holdings Limited ("Implats Complaints"), the TRP has withheld the approval of the posting of the Circular until such time as the TRP has made a determination in respect of the Implats Complaints ("TRP Determination"). The Implats Complaints relate to the Announcement in terms of which Northam's intention to make the Offer was published and the announcement published by Northam Holdings on Monday, 12 December 2022 relating to the increase to the Maximum Cash Consideration under the Offer.
   3. 2.3. The TRP has granted a further extension to the Posting Date on the basis that the Circular will be posted by Northam Holdings within 3 business days of the TRP Determination.
   4. 2.4. Further details relating to the Transaction, including the Offer, and the related salient dates and times will be published on SENS in due course.
3. 3. RESPONSIBILITY STATEMENT

   The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
22 December 2022

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Independent Sponsor to Northam Holdings
Deloitte

Disclaimer

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their professional advisors.

In relation to each Member State of the European Economic Area (each, an “EEA Relevant State”), this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that EEA Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

In the United Kingdom, this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Notice to US investors in RBPlat

The Offer will be made to RBPlat Shareholders in the United States in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act.

The Northam Holdings Shares being offered pursuant to the Offer have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent of registration under the U.S. Securities Act and in compliance with any applicable state securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The financial information included in this announcement has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for US holders of RBPlat Shares to effect service of process within the United States and to enforce their rights and any claim arising out of the US federal securities laws against RBPlat and/or Northam Holdings, since RBPlat and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RBPlat Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

RBPlat Shareholders in the United States should note that the Northam Holdings Shares are securities in a South African company, and the Offer is subject to South African procedural and disclosure requirements, rules and practices which are different from those of the United States and are proposed to be implemented by way of the Offer. You should be aware that Northam Holdings and its affiliates or brokers may purchase shares in RBPlat otherwise than under the Offer, such as in open market or privately negotiated purchases, to the extent permitted by, and in compliance with, Rule 14e-5 under the Exchange Act and in accordance with South African law. Information about any such purchases or arrangements to purchase that is made public in accordance with South African law and practice will be available to all investors (including in the United States) via announcements on SENS

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the firm intention announcement published by Northam Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

1. INTRODUCTION

   Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

2. INCREASE TO THE MAXIMUM CASH CONSIDERATION IN RELATION TO THE OFFER
   1. As stated in the Announcement, Northam is entitled to, in its sole discretion, inter alia, increase the Cash Consideration in relation to the Offer (thereby increasing the Maximum Cash Consideration) from time to time, in which event the Share Consideration will be decreased by an equal amount such that the total Offer Consideration remains the same.
   2. Shareholders are hereby advised that Northam has increased the Maximum Cash Consideration by an amount of R7 billion, such that the Maximum Cash Consideration has increased to R17 billion (“Increased Maximum Cash Consideration”). The Share Consideration has consequently been decreased by an equal amount, such that the total Offer Consideration, representing R172.70 as at 8 November 2022, remains the same.

Download announcement

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the announcements published by Northam Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

1. INTRODUCTION

   Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which, inter alia, Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

2. EXTENSION TO THE POSTING DATE OF THE NORTHAM OFFER CIRCULAR
   1. In terms of the Announcement, Shareholders were advised, inter alia, that the Northam Offer Circular setting out the full terms and conditions of the Offer (“Circular”), would be issued by Northam Holdings within 20 business days of the date of publication of the Announcement, being on or about Wednesday, 7 December 2022 (“Posting Date”), or such later date as may be approved by the TRP.
   2. Shareholders are hereby advised that the TRP has granted an extension to the Posting Date, in terms of which the Circular will be posted by Northam Holdings by no later than Friday, 23 December 2022.
   3. Further details relating to the Transaction, including the Offer, and the related salient dates and times will be published on SENS in due course.
3. RESPONSIBILITY STATEMENT

   The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
7 December 2022

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Independent Sponsor to Northam Holdings
Deloitte

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 Holdings on SENS on Wednesday, 9 November 2022 (“Announcement”).

1. INTRODUCTION

Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement in terms of which Northam announced its firm intention to make a voluntary offer to RBPlat Shareholders to acquire all the Offer Shares for the Offer Consideration.

2. UPDATE REGARDING THE TRANSACTION

As stated in the Announcement, implementation of the Offer and the Additional Acquisitions is conditional upon the fulfilment or waiver of certain conditions precedent, including obtaining, to the extent required, the written unconditional consent or waiver (or subject to such conditions as may be reasonably acceptable to Northam Holdings), from the relevant counterparties to any material contracts to which the Northam Group is a party, in relation to the Offer and the Additional Acquisitions or their implementation, as further set out in paragraphs 4.1.8.1.4 and 4.2.2.3 of the Announcement, respectively (“Material Contract Conditions”).

Shareholders are advised that Northam Holdings hereby waives the Material Contract Conditions and that the implementation of the Offer and the Additional Acquisitions is no longer subject to the Material Contract Conditions.

Implementation of the Offer and the Additional Acquisitions remains subject to the fulfilment or waiver of the remaining Offer Conditions and Additional Acquisition Conditions, respectively. An announcement will be published on SENS in due course wherein Shareholders will be provided with further details relating to the Transaction, including the Offer, the General Meeting and the related salient dates and times.

3. RESPONSIBILITY STATEMENT

The Northam Holdings board of directors (to the extent that the information relates to the Northam Group) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg
18 November 2022

Corporate Advisor, Sponsor and Transaction Sponsor to Northam Holdings:
One Capital

Corporate Advisor, Debt Sponsor and Transaction Sponsor to Northam Platinum:
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Disclaimer

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their professional advisors.

In relation to each Member State of the European Economic Area (each, an “EEA Relevant State”), this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that EEA Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

In the United Kingdom, this announcement and any other material in relation to the securities described herein or therein is only directed at, and any investment or investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Notice to US investors in RBPlat

The Offer will be made to RBPlat Shareholders in the United States in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act.

The Northam Holdings Shares being offered pursuant to the Offer have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent of registration under the U.S. Securities Act and in compliance with any applicable state securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The financial information included in this announcement has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for US holders of RBPlat Shares to effect service of process within the United States and to enforce their rights and any claim arising out of the US federal securities laws against RBPlat and/or Northam Holdings, since RBPlat and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RBPlat Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

RBPlat Shareholders in the United States should note that the Northam Holdings Shares are securities in a South African company, and the Offer is subject to South African procedural and disclosure requirements, rules and practices which are different from those of the United States and are proposed to be implemented by way of the Offer. You should be aware that Northam Holdings and its affiliates or brokers may purchase shares in RBPlat otherwise than under the Offer, such as in open market or privately negotiated purchases, to the extent permitted by, and in compliance with, Rule 14e- 5 under the Exchange Act and in accordance with South African law. Information about any such purchases or arrangements to purchase that is made public in accordance with South African law and practice will be available to all investors (including in the United States) via announcements on SENS.

• An offer to acquire all or a portion of the remaining RBPlat shares for R172.70 per RBPlat share
• This is equivalent to the R180.50 paid to Royal Bafokeng Holdings in November 2021, less dividends subsequently declared by RBPlat
• It represents an approximate 15% premium to the Implats offer value on 8 November 2022  
• The offer consideration will be fully settled in cash, or a combination of cash and Northam holdings shares by way of a cash ratchet mechanism, subject to the level of acceptance of the offer
• The minimum cash consideration per RBPlat share amounts to R54.40, assuming full acceptance of the offer, which will ratchet up to R152.42 if Implats does not accept the offer (based on its current shareholding in RBPlat) and a maximum of R172.70, being the full offer consideration, depending on the level of acceptance of the offer
• The offer is underpinned by compelling rationale for all stakeholders of both Northam and RBPlat, including shareholders and employees, together with host and affected communities
• Should Northam acquire a majority shareholding in RBPlat, RBPlat employees together with host and affected communities will participate in Northam’s approved extended broad-based black economic empowerment transaction

Northam Platinum Holdings Limited has announced its firm intention to make an offer to acquire the remaining shares in RBPlat which it does not already own. Northam currently holds 34.52% in RBPlat, and together with call options and a right of first refusal secured with the Royal Bafokeng Holdings group (RBH), may increase its shareholding in RBPlat to 37.80%.

The offer price amounts to R172.70 and is equivalent to the R180.50 purchase price paid to RBH in November 2021, adjusted for the dividends subsequently declared by RBPlat in March 2022 (R5.35) and August 2022 (R2.45). The offer is priced at an approximate 15% premium to the value of Implats’ offer on 8 November 2022.

The offer consideration will be fully settled in cash, or a combination of cash and Northam Holdings shares depending on the level of acceptance of the offer by way of a cash ratchet mechanism. As at the date of the announcement, Northam has committed R10 billion for the cash consideration and has reserved the right to increase this amount. Based on the R10 billion upfront cash commitment, if RBPlat shareholders collectively holding less than 19.9% of the RBPlat shares in issue accept the offer, the offer consideration will be fully cash settled. If RBPlat shareholders holding more than 19.9% accept the offer, the cash consideration will ratchet down and the balance of the offer consideration will be settled in Northam Holdings shares. If all RBPlat shareholders accept the offer, the minimum cash consideration per RBPlat share will amount to R54.40 and the balance of the offer consideration amounting to R118.30 per RBPlat share will be settled in Northam Holdings shares. If all RBPlat shareholders other than Implats accept the offer, the cash consideration will ratchet up to R152.42 per RBPlat share, based on Implats’ shareholding in RBPlat of 40.71% as per the Implats announcement on 4 November 2022, and the balance of the offer consideration amounting to R20.28 per RBPlat share will be settled in Northam Holdings shares.

For purposes of determining the number of Northam Holdings shares to be issued to settle the share consideration per RBPlat share, Northam Holdings shares will be priced at R187.89 per share, representing Northam’s 3 day volume weighted average price as at close of market on 8 November 2022.

The offer is supported by strong rationale for all stakeholders of both Northam and RBPlat, including shareholders, employees and host and affected communities.

For RBPlat shareholders, the offer presents an opportunity to realise the value of their investment in RBPlat at a significant premium, underpinned by a compelling cash component. In addition, RBPlat shareholders that receive Northam Holdings shares as part of the offer consideration (unless the offer consideration is fully cash settled) will diversify their investment across the Northam Group, whilst retaining indirect investment exposure to RBPlat (through Northam) and will participate in growth initiatives at Northam, as well as at RBPlat should Northam acquire a controlling interest in RBPlat.

For Northam shareholders, the transaction is aligned with the group’s long-term growth strategy and presents a unique opportunity to benefit from the inherent value and growth opportunities embedded within RBPlat’s attractive asset base. RBPlat generates strong cash flows from two established and well capitalised mines that access scarce, shallow, high-quality, platinum group metals (PGM) mineral resources contained within both the Merensky and UG2 orebodies. These orebodies are well understood and have premium loadings of those PGMs, particularly platinum and rhodium, essential to the global clean-air imperative as well as the burgeoning hydrogen economy. Should Northam acquire a controlling interest in RBPlat, the combination of Northam’s experience and technical expertise, together with the inherent qualities and scale of RBPlat’s resource base and infrastructure, will enable the combined group to unlock significant additional value for all stakeholders. In addition, the transaction will further reduce Northam’s overall risk through operational, geographical and metal contribution diversification which is an often under-appreciated consideration in mining and which has been a key element of Northam’s growth strategy since 2015.  

Large, shallow, high-quality PGM orebodies, such as those of RBPlat, are scarce. Furthermore, the PGM industry has been under-capitalised for more than a decade, and this is expected to negatively impact primary PGM supply. The rationale for Northam’s investment in RBPlat has been driven by a firm belief in the continued global importance of PGMs which, together with constrained supply, should support metal pricing and resource valuations well into the future. The prevailing commodity cycle favours the acquisition of producing, cash generative and sustainable assets with growth potential, as opposed to the capital-intensive development of long-dated production.

Northam has identified various initiatives for both unlocking value and creating additional value at RBPlat’s existing mines (BRPM and Styldrift), as well as at the currently undeveloped Styldrift II. It intends to pursue these initiatives if it obtains a controlling interest in RBPlat. Northam’s experience and expertise at its Booysendal mining complex, together with the innovative mode of development of the 3 shaft project at its Zondereinde mine, bodes well for modular development and growth initiatives at Styldrift II.

Northam further believes that there is a good cultural fit between its current operations and those of RBPlat. This will harmonise the management, and consequently the performance, of the combined group’s assets, should Northam acquire a controlling interest in RBPlat.

Northam is supportive of an extension to the existing royalty arrangements with Implats in respect of the two Implats shafts (6 and 20) operating on the RBPlat mining area, on commercially reasonable terms, should Implats request an extension. Northam believes that this arrangement will strengthen regional job preservation and stability and will be a beneficial outcome for all affected parties.

In the event that Northam obtains a controlling interest in RBPlat, RBPlat’s employees, together with host and affected communities, will be granted significant participation in Northam’s 15-year extended broad-based black economic empowerment transaction which received overwhelming support from Northam shareholders in 2021.

The offer is conditional upon Northam obtaining a 50% + 1 shareholding in RBPlat, excluding treasury shares, but including Northam’s existing RBPlat shareholding, call option shares and any other RBPlat shares acquired by Northam outside of the offer. Northam has, however, reserved the right to waive this condition. Other conditions to the offer include obtaining the requisite approval from Northam’s shareholders and the necessary authorities.

Paul Dunne, Northam’s chief executive officer, said “the offer is aligned with Northam’s growth strategy and presents a unique opportunity to acquire a controlling interest in a scarce, high-quality ore body with established and well capitalised infrastructure. We are confident in the rationale for all stakeholders in Northam and RBPlat, as well as the value unlock and value creation opportunities underpinned by the inherent value and growth potential embedded within RBPlat’s attractive asset base. Since acquiring our initial shareholding in RBPlat, our balance sheet, liquidity position and credit outlook have strengthened significantly, enabling Northam to present an offer construct to RBPlat shareholders with a compelling cash consideration and an attractive premium, whilst limiting the number of Northam shares to be issued.”