Announcements 2022

22 Dec 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.

    4. 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