Announcements 2023

22 Nov 2023

Interest payment notification – NHM019, NHM020, NHM021, NHM024, NHM025 AND NHM026 and Settlement of NHM020

Northam bondholders are advised of the following interest payments due on Monday, 27 November 2023


INTEREST PAYMENT NOTIFICATIONS

Northam bondholders are advised of the following interest payments due on Monday, 27 November 2023:

Bond Code:

NHM019

ISIN:

ZAG000168105

Coupon:

12.367%

Interest Period:

25 August 2023 to 26 November 2023

Interest Amount Due:

R111 979 928.92

Payment Date:

27 November 2023

Date Convention:

Following Business Day

Bond Code:

NHM020

ISIN:

ZAG000172594

Coupon:

12.117%

Interest Period:

25 August 2023 to 26 November 2023

Interest Amount Due:

R21 282 099.62

Payment Date:

27 November 2023

Date Convention:

Following Business Day

Bond Code:

NHM021

ISIN:

ZAG000181496

Coupon:

12.617%

Interest Period:

28 August 2023 to 26 November 2023

Interest Amount Due:

R18 024 335.10

Payment Date:

27 November 2023

Date Convention:

Following Business Day

Bond Code:

NHM024

ISIN:

ZAG000195926

Coupon:

10.367%

Interest Period:

25 August 2023 to 26 November 2023

Interest Amount Due:

R2 669 857.53

Payment Date:

27 November 2023

Date Convention:

Following Business Day

Bond Code:

NHM025

ISIN:

ZAG000195934

Coupon:

11.367%

Interest Period:

25 August 2023 to 26 November 2023

Interest Amount Due:

R26 346 526.03

Payment Date:

27 November 2023

Date Convention:

Following Business Day

Bond Code:

NHM026

ISIN:

ZAG000195942

Coupon:

12.117%

Interest Period:

25 August 2023 to 26 November 2023

Interest Amount Due:

R40 254 997.81

Payment Date:

27 November 2023

Date Convention:

Following Business Day

SETTLEMENT OF NHM020

Northam bondholders are further advised that NHM020, with a maturity date of Saturday, 25 November 2023, will be settled in full on Monday, 27 November 2023. Following the settlement of NHM020, the capital outstanding under Northam’s R15.0 billion Domestic Medium Term Note Programme will amount to c. R14.3 billion.

Johannesburg
22 November 2023

Debt Sponsor
One Capital

10 Nov 2023

Disclosure of an acquisition of a beneficial interest in northam holdings securities

Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.01% in the company’s total issued share capital.


In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), and paragraph 3.83(b) of the JSE Limited Listings Requirements (“JSE Listings Requirements”), Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.01% in the company’s total issued share capital.

The company will file the relevant notification with the Takeover Regulation Panel and the Companies and Intellectual Property Commission, as required in terms of sections 122(3)(a) and 122(3A) of the Companies Act.

The board of directors of Northam Holdings (“Board”) accepts responsibility for the information contained in this announcement and certifies that, to the best of the Board’s knowledge and belief, the information contained in this announcement is true and that there are no facts that have been omitted which would make any statement in this announcement false or misleading and that this announcement contains all information required by law and the JSE Listings Requirements.

Johannesburg
10 November 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

08 Nov 2023

Interest payment notification – NHM016

Northam bondholders are advised of the following interest payment due on Monday, 13 November 2023


Northam bondholders are advised of the following interest payment due on Monday, 13 November 2023:

Bond Code:

NHM016

ISIN:

ZAG000167750

Coupon:

12.658%

Interest Period:

11 August 2023 to 12 November 2023

Interest Amount Due:

R120 465 240.44

Payment Date:

13 November 2023

Date Convention:

Following Business Day

 

 

Johannesburg
8 November 2023

Debt Sponsor
One Capital

30 Oct 2023

Results of the annual general meeting and engagement with shareholders regarding the group’s remuneration policy and remuneration implementation report for the year ended 30 June 2023

Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Monday, 30 October 2023 (“AGM”), (i) all the ordinary resolutions other than the non-binding advisory ordinary resolutions numbers 4.1 and 4.2, and (ii) special resolution number 2, as set out in the notice of AGM dated Tuesday, 22 August 2023, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. As announced on SENS on Friday, 27 October 2023, special resolution number 1 was withdrawn from consideration and voting at the AGM.


Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held on Monday, 30 October 2023 (“AGM”), (i) all the ordinary resolutions other than the non-binding advisory ordinary resolutions numbers 4.1 and 4.2, and (ii) special resolution number 2, as set out in the notice of AGM dated Tuesday, 22 August 2023, were approved by the requisite majority of shareholders present or represented by proxy at the AGM. As announced on SENS on Friday, 27 October 2023, special resolution number 1 was withdrawn from consideration and voting at the AGM.

For each resolution proposed at the AGM, the number and percentage of Northam Holdings ordinary shares (“shares”) voted on the resolution, the percentage of votes for and against each resolution and the percentage of shares in respect of which shareholders abstained from voting on such resolution, are as follows:

Ordinary resolution number 1.1 – re-election of Mr TI Mvusi as a director

Shares voted

For

Against

Abstained

305 741 187

77.09%

65.08%

34.92%

0.31%

Ordinary resolution number 1.2 – re-election of Mr GT Lewis as a director

Shares voted

For

Against

Abstained

305 741 187

77.09%

70.37%

29.63%

0.31%

Ordinary resolution number 1.3 – re-election of Dr NY Jekwa as a director


Shares voted

For

Against

Abstained

305 740 687

77.09%

68.49%

31.51%

0.31%

Ordinary resolution number 2 – re-appointment of PricewaterhouseCoopers Incorporated (with the designated external audit partner being Mr AJ Rossouw CA(SA)) as the independent external auditors of the group

Shares voted

For

Against

Abstained

306 587 849

77.30%

99.66%

0.34%

0.09%

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

Shares voted

For

Against

Abstained

305 740 447

77.09%

68.11%

31.89%

0.31%

Ordinary resolution number 3.2 – election of Dr NY Jekwa as a member of the audit and risk committee

Shares voted

For

Against

Abstained

305 740 447

77.09%

67.76%

32.24%

0.31%

Ordinary resolution number 3.3 – election of Mr MH Jonas as a member of the audit and risk committee

Shares voted

For

Against

Abstained

305 740 447

77.09%

63.55%

36.45%

0.31%

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

Shares voted

For

Against

Abstained

305 604 380

77.05%

33.45%

66.55%

0.34%

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

Shares voted

For

Against

Abstained

305 604 380

77.05%

40.13%

59.87%

0.34%

Special resolution number 2 – approval of financial assistance in terms of sections 44 and 45 of the Companies Act, No. 71 of 2008

Shares voted

For

Against

Abstained

305 740 760

77.09%

98.47%

1.53%

0.31%

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

Shares voted

For

Against

Abstained

306 577 157

77.30%

74.20%

25.80%

0.10%

*As more than 25% of the votes cast by shareholders present or represented by proxy at the AGM on ordinary resolutions number 4.1 and 4.2 were exercised against the non-binding endorsement of the group’s remuneration policy and remuneration implementation report (“non-binding advisory resolutions”), the company will continue to engage with dissenting shareholders (being shareholders who voted against any of the non-binding advisory resolutions) and, in accordance with the JSE Limited Listings Requirements and the recommendations of the King IV Report on Corporate Governance for South Africa, 2016, hereby invites such shareholders to send their comments / concerns / questions / recommendations regarding the group’s remuneration policy and/or remuneration implementation report, in writing, to Ms PB Beale, the company secretary of Northam, at trish.beale@norplats.co.za, so as to be received by no later than close of business on Friday, 15 December 2023.

Notes

  • Percentages of shares voted on the resolutions are calculated as a percentage of the total issued share capital of Northam Holdings, amounting to 396 615 878 shares.
  • Percentages of shares voted for or against the resolutions are calculated as a percentage of the total number of shares voted in respect of the relevant resolution.
  • Abstentions are calculated as a percentage of the total issued share capital of Northam Holdings.

 

Johannesburg
30 October 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

27 Oct 2023

Notice of conditional postponement of annual general meeting and withdrawal of special resolution number 1

Shareholders are hereby notified that, should Sunday, 29 October 2023, alternatively Monday, 30 October 2023 be declared a Public Holiday, the 2023 AGM is postponed to 14:00 SA time on the succeeding business day, being Tuesday, 31 October 2023


Shareholders of Northam Holdings (“Shareholders”) are referred to the announcement published by the company on SENS on Friday, 25 August 2023 and the notice of the company’s 2023 annual general meeting (“2023 AGM”), (“Notice”) published on Friday, 25 August 2023 and distributed to Shareholders on Friday, 1 September 2023, wherein Shareholders were advised, inter alia, that the 2023 AGM will be held on Monday, 30 October 2023 at 10:00 South African (SA) time to transact the business as stated in the Notice.

NOTICE OF CONDITIONAL POSTPONEMENT OF ANNUAL GENERAL MEETING

It has recently been reported in the media that Sunday, 29 October 2023, alternatively Monday, 30 October 2023, may be declared a national public holiday (“Public Holiday”). Shareholders are hereby notified that, should the Public Holiday be declared, the 2023 AGM is postponed to 14:00 SA time on the succeeding business day, being Tuesday, 31 October 2023. If, however, the Public Holiday is not declared, then the 2023 AGM will proceed on Monday, 30 October 2023 at 10:00 SA time. 

The salient dates and times for the postponed 2023 AGM, other than the date and time for the 2023 AGM, shall remain unchanged and are as follows:

Record date to determine which Shareholders were entitled to receive the Notice, on

Friday, 25 August 2023

Notice made available on the company’s website, on

Friday, 25 August 2023

Distribution of the Notice to Shareholders, on

Friday, 1 September 2023

Last date to trade in order to be recorded in the register to be able to electronically attend, participate in and vote at the 2023 AGM, on

Tuesday, 17 October 2023

Record date to determine which Shareholders are entitled to electronically attend, participate in and vote at the 2023 AGM, on

Friday, 20 October 2023

For administration purposes, forms of proxy to be delivered to The Meeting Specialist Proprietary Limited by 10:00 (SA time), on*

Thursday, 26 October 2023

* Any forms of proxy not delivered by this date and time must be submitted electronically to the chairperson of the 2023 AGM before the appointed proxy may exercise any rights of the Shareholder at the meeting.

WITHDRAWAL OF SPECIAL RESOLUTION NUMBER 1

Shareholders are hereby notified that special resolution number 1 regarding the approval of the proposed increase to the non-executive directors’ fees has been withdrawn and will no longer be proposed for consideration and voting at the 2023 AGM.

Shareholders are further advised that, notwithstanding the conditional postponement of the 2023 AGM and the withdrawal of special resolution number 1, the Notice (including the form of proxy attached thereto) and any completed forms of proxy already delivered will remain valid unless the Shareholder submits a new form of proxy. Furthermore, the 2023 AGM will still be held entirely by electronic means and, in the circumstances, Shareholders are encouraged to read the Notice for information on how to electronically attend, participate in and vote at the 2023 AGM.

Johannesburg
27 October 2023

Corporate Advisor and Sponsor to
Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to
Northam Platinum
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

18 Oct 2023

Interest payment notification – NHM023

Northam bondholders are advised of the following interest payment due on Monday, 23 October 2023


Northam bondholders are advised of the following interest payment due on Monday, 23 October 2023:

Bond Code:

NHM023

ISIN:

ZAG000190968

Coupon:

11.467%

Interest Period:

21 July 2023 to 22 October 2023

Interest Amount Due:

R7 176 142.85

Payment Date:

23 October 2023

Date Convention:

Following Business Day

Johannesburg
18 October 2023

Debt Sponsor
One Capital

11 Oct 2023

Northam's long-term and short-term credit ratings reaffirmed and outlook maintained as stable

Northam Holdings and Northam Platinum are pleased to advise that the credit rating agency, GCR Ratings (“GCR”), has reaffirmed Northam Platinum’s national scale long-term and short-term credit ratings at A+(za) and A1(za), respectively, with the outlook maintained as Stable


Northam Holdings and Northam Platinum are pleased to advise that the credit rating agency, GCR Ratings (“GCR”), has reaffirmed Northam Platinum’s national scale long-term and short-term credit ratings at A+(za) and A1(za), respectively, with the outlook maintained as Stable.

The affirmation of Northam Platinum’s rating is supported by its very strong liquidity profile, strong financial position and continued expansion of production. Liquidity has been fortified to provide the group with sufficient financial resources to continue its development activity.

GCR notes that Northam’s position as one of the lowest cost platinum group metal (“PGM”) producers globally, with a flexible production profile, will enable it to withstand the current down cycle better than many of its larger peers.

The Stable outlook reflects GCR’s view that Northam Platinum’s strong liquidity position will provide the necessary financial resources to withstand the cyclical downturn in PGM prices.

The GCR announcement in regard to Northam’s credit rating is available from the GCR website at: https://gcrratings.com/announcements/gcr-affirms-northam-platinum-limiteds-long-term-issuer-rating-of-aza-on-strong-liquidity-with-a-stable-outlook/ .

Johannesburg
11 October 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

06 Oct 2023

Availability of the Broad-Based Black Economic Empowerment Annual Compliance Verification Certificate

Shareholders are hereby advised that the company’s latest annual compliance verification certificate prepared pursuant to section 13G(2) of the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended, is available on the company’s website.


Shareholders are hereby advised, in accordance with the JSE Limited Listings Requirements, that the company’s latest annual compliance verification certificate prepared pursuant to section 13G(2) of the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended, is available on the company’s website via the following link: https://www.northam.co.za/downloads/send/148-governance/1540-bbbee-rating- certificate-annexure-a-2023.

Johannesburg
6 October 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

29 Sep 2023

Disclosure of an acquisition of a beneficial interest in Northam Holdings securities

Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.00% in the company’s total issued share capital.


In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), and paragraph 3.83(b) of the JSE Limited Listings Requirements (“JSE Listings Requirements”), Northam Holdings shareholders are advised that the company received notification, in the prescribed form, from Old Mutual Limited (“Old Mutual”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that Old Mutual now holds a beneficial interest of 5.00% in the company’s total issued share capital.

The company will file the relevant notification with the Takeover Regulation Panel and the Companies and Intellectual Property Commission, as required in terms of sections 122(3)(a) and 122(3A) of the Companies Act.

The board of directors of Northam Holdings (“Board”) accepts responsibility for the information contained in this announcement and certifies that, to the best of the Board’s knowledge and belief, the information contained in this announcement is true and that there are no facts that have been omitted which would make any statement in this announcement false or misleading and that this announcement contains all information required by law and the JSE Listings Requirements.

Johannesburg

Johannesburg
29 September 2023

Corporate Advisor and Sponsor to Northam Holdings
One Capital

Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel

Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital

29 Sep 2023

Availability of annual financial statements of the company – NHMI

Northam bondholders are hereby advised that the Northam consolidated and separate annual financial statements for the year ended 30 June 2023.


Northam bondholders are hereby advised that the Northam consolidated and separate annual financial statements for the year ended 30 June 2023, which incorporate the independent auditor’s unmodified audit report thereon issued by PricewaterhouseCoopers Incorporated (“PwC”), are available on Northam’s website at https://www.northam.co.za/downloads/send/173-2023/1537-norplats-afs-30jun2023 and available for inspection, during office hours, at the registered office of the company. Bondholders are reminded that during the 2023 financial year, Northam voluntarily early adopted the requirements regarding mandatory audit firm rotation, resulting in the appointment of PwC as the new external auditors.

Bondholders are further advised that the comparative information for the year ended 30 June 2022, contained in the company separate annual financial statements for the year ended 30 June 2023, has been restated (“Restatement”). The Restatement relates to the recognition of accrued dividends for the year ended 30 June 2022, pertaining to the investment in the Zambezi Platinum (RF) Proprietary Limited (“Zambezi”) preference shares held by Northam, following Northam’s acquisition of control over Zambezi, which, as a result of the Restatement, have now been derecognised.

For the avoidance of doubt, the Restatement does not impact the comparative information for the year ended 30 June 2022, contained in the Northam consolidated annual financial statements for the year ended 30 June 2023, as all balances relating to Zambezi are eliminated on consolidation.

Johannesburg
29 September 2023

Corporate Advisor and Debt Sponsor
One Capital