Announcements 2023
- 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
- 29 Sep 2023
Release of annual financial statements of the guarantor – NHMI
Northam bondholders are hereby advised that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2023, are available on Northam’s website
Northam bondholders are hereby advised that the annual financial statements of Booysendal Platinum Proprietary Limited for the year ended 30 June 2023, which incorporates the independent auditor’s unmodified audit report thereon, are available on Northam’s website at https://www.northam.co.za/downloads/send/173-2023/1536-booysendal-afs-30jun2023 and available for inspection, during office hours, at the registered office of the company.
Johannesburg
29 September 2023
Debt Sponsor
One Capital
- 20 Sep 2023
Interest payment notification – NHM022
Northam bondholders are advised of the following interest payment due on Tuesday, 26 September 2023
Northam bondholders are advised of the following interest payment due on Tuesday, 26 September 2023:
Bond Code: |
NHM022 |
ISIN: |
ZAG000190133 |
Coupon: |
12.242% |
Interest Period: |
23 June 2023 to 25 September 2023 |
Interest Amount Due: |
R111 519 589.04 |
Payment Date: |
26 September 2023 |
Date Convention: |
Following Business Day |
Johannesburg
20 September 2023
Debt Sponsor
One Capital
- 08 Sep 2023
Interest payment notification – NHM015
Northam bondholders are advised of the following interest payment due on Wednesday, 13 September 2023
Northam bondholders are advised of the following interest payment due on Wednesday, 13 September 2023:
Bond Code: |
NHM015 |
ISIN: |
ZAG000164922 |
Coupon: |
11.775% |
Interest Period: |
13 June 2023 to 12 September 2023 |
Interest Amount Due: |
R14 839 726.03 |
Payment Date: |
13 September 2023 |
Date Convention: |
Following Business Day |
Johannesburg
8 September 2023
Debt Sponsor
One Capital
- 28 Aug 2023
Disposal of the remainder of Northam Holdings’ interest in Implats
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 Friday, 25 August 2023
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 Friday, 25 August 2023 (“Announcement”).
Northam Shareholders are referred tothe Announcement wherein it was advised, inter alia, that Northam Holdings had disposed of 27 541 147 of the 30 065 866 Implats Shares received pursuant to the Acceptance (“Share Consideration”).
Northam Shareholders are advised that Northam Holdings has disposed of the remaining 2 524 719 Implats Shares on-market for a total consideration of c. R251.1 million.
Accordingly, the total cash consideration received pursuant to the disposal of the Share Consideration amounts to c. R3.1 billion, representing a volume weighted average price of R103.95 per Implats Share.
The disposal of the remaining 2 524 719 Implats Shares falls below the threshold for categorisation in terms of the JSE Limited Listings Requirements, and therefore this is a voluntary announcement provided for information purposes only.
Johannesburg
28 August 2023
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
- 25 Aug 2023
Strong operational performance in a weakening price environment …maintaining our position on the cost curve will be our best defence against headwinds
Northam Platinum Holdings Limited issued its results for the financial year ended 30 June 2023 today. The full set of related results and reports may be accessed on the company’s website.
Johannesburg, Friday 25 August 2023. Northam Platinum Holdings Limited issued its results for the financial year ended 30 June 2023 today. The full set of related results and reports may be accessed on the company’s website, www.northam.co.za
Key features
- Strong operational performance with contributions from all operations
- Operating profit amounts to R15.4 billion, with an operating margin of 39.1%
- Organic growth projects are on track
- Weakening in PGM price environment
- The sale of the investment in RBPlat subsequent to year-end has significantly strengthened Northam’s balance sheet and liquidity position
- The board approved a dividend policy based on a minimum of 25% of headline earnings and declared a maiden dividend of R6.00 per share.
Commenting on the disposal of Northam’s holding in RBPlat, chief executive Paul Dunne told the investment community at a briefing in Johannesburg today that accepting the Implats Mandatory Offer was considered to be a prudent response to a potentially protracted downturn in PGM fundaments. It significantly strengthened the group’s balance sheet and liquidity position, which in turn has enabled the group to declare its first dividend in over 10 years. This dividend constitutes a maiden dividend for Northam Holdings.
Operational performance
The availability, reliability and cost of electrical power remains one of the group’s highest risks. Load curtailment persisted over the year, with 73 curtailment events, with an average duration of 14 hours.
Load curtailment is managed proactively at the operations, in order to ensure a safe working environment, whilst minimising the impact on production.
This is achieved through a combination of switching-off of non-critical machinery, and the use of on-site generators.
In order to secure the operations against level 4 curtailment the diesel generator fleet is being expanded to 57 MW. “Together with our renewable energy initiatives, we hope to ensure provision of power, whilst managing costs, carbon emissions, and a safe underground working environment,” says Dunne.
Across the operations safety is a key focus. Maintaining a strong supervisory level is critical to safe mining practices, and we are working hard to recruit and train quality people at this level.
Financial performance
Growth in metal production contributed to the strong financial results for the year:
- Sales revenue increased by 16.1% to R39.5 billion
- Operating profit increased to R15.4 billion
- EBITDA unchanged at R16.5 billion
- Net debt improved to R9.4 billion, essentially on the back of strong cash flows from operations
- EPS and HEPS for the year amounted to R6.55 and R24.15 respectively
In reviewing the financial performance, chief financial officer Alet Coetzee pointed to the group strategy of growing production down the sector cost curve: “We have consistently followed this strategy, while at the same time reducing business risk. This has yielded improvements in our operational and financial results, as well as added resilience for market down-turns.”
Coetzee pointed to the current prevailing PGM market conditions and the material decline in the basket price which could signal a potentially protracted cyclical down-turn. She countered this however, with: “The scale, operational and revenue diversity, as well as our improved liquidity position, will be our best defence against these headwinds.”
The record revenue of R39.5 billion is 16.1% up on the previous year. The increase resulted from a 20% increase in sales volumes, which, along with a 16% weakening of the ZAR against the USD helped to offset the lower USD 4E basket price. Further weakening of metal prices post year-end will place further pressure on revenue.
The focus in the coming year will be on cost containment. Adverse market conditions have added renewed significance to liquidity, a key consideration in the sale, for cash, of the RBPlat holding.
“The group generated significant cash during the year under review from operating activities, R5.5 billion of which was invested in capital expenditure, and this resulted in free cash flow of R8.5 billion. This ultimately allowed a reduction in net debt from R16.0 billion to R9.4 billion at the end of the year, which together with our available banking facilities, will assist us in weathering the current challenging price environment.”
The RBPlat sale has strengthened the balance sheet and liquidity position, and this has, in turn, translated into a maiden dividend of R6.00 per share. In addition, the board further approved an earnings-based dividend policy, of a minimum payment of 25% of headline earnings, and a share buy-back programme of up to R1.0 billion, market dependent.
Looking ahead
In line with the company’s growth profile, and taking cognisance of the ongoing Eskom challenges, the guidance for F2024 are as follows:
- PGM production from own operations to be in the range of 850 000 to 880 000 4E ounces;
- Group unit costs to be between R40 000 to R42 000 per platinum ounce;
- Sales will be higher than production, in the range of 950 000 to 990 000 ounces; and
- Forecast capex for the year of between R4.5 billion and R4.8 billion.
Growth from Booysendal and Zondereinde over the next few years, together with the progressive ramp-up of Eland, will deliver into the medium-term production target of 1 million 4E ounces.
R&A Strategic Communications, Johannesburg, Tel +27 (0)11 880 3924
- Marion Brower +27 71 493 0387
- Memory Johnstone +27 82 719 3081
- 25 Aug 2023
Audited group consolidated annual results for the year ended 30 June 2023, cash dividend declaration, share buyback programme and notice of annual general meeting
Shareholders of Northam Holdings are hereby advised that Northam Holdings published its audited group consolidated annual results for the year ended 30 June 2023 today.
Shareholders of Northam Holdings (“Shareholders”) are hereby advised that Northam Holdings published its audited group consolidated annual results for the year ended 30 June 2023 today.
Financial results overview
|
|
30 June 2023 |
30 June 2022 |
Variance |
Sales revenue |
R000 |
39 548 159 |
34 064 270 |
16.1% |
Operating profit |
R000 |
15 446 786 |
14 885 101 |
3.8% |
Operating margin |
% |
39.1 |
43.7 |
(10.5%) |
Earnings per share |
cents |
654.5 |
2 614.9 |
(75.0%) |
Headline earnings per share |
cents |
2 414.9 |
2 611.1 |
(7.5%) |
Dividends per share |
cents |
600.0 |
- |
100.0% |
EBITDA* |
R000 |
16 501 053 |
16 462 860 |
0.2% |
EBITDA margin |
% |
41.7 |
48.3 |
(13.7%) |
*Earnings before interest, taxation, depreciation, amortisation, and impairments.
Continuing to return meaningful value to our Shareholders
Cash dividend
Northam recognises the importance of returning value to Shareholders, and this has always been one of the key drivers behind, and objectives of, our long-term sustainable growth strategy.
During the previous financial year ended 30 June 2022, Northam returned significant value to Shareholders through the accelerated maturity and unwinding of the Zambezi Platinum (RF) Proprietary Limited black economic empowerment (BEE) transaction and related share buyback, which resulted in a 28.9% reduction in Northam Holdings’ issued share capital.
The sale of Northam's investment in Royal Bafokeng Platinum Limited subsequent to 30 June 2023 has presented an opportunity for Northam to significantly strengthen the group’s balance sheet and liquidity position, which in turn has enabled the group to declare its first dividend in over 10 years. This dividend constitutes a maiden dividend for Northam Holdings.
The company's board of directors (“board”) is pleased to announce that it resolved to declare and pay a final gross cash dividend of 600.00 cents per share which in aggregate amounts to a gross cash dividend of approximately R2.4 billion for the year ended 30 June 2023. The final cash dividend has been declared from income reserves.
A dividend withholding tax of 20% will be applicable to Shareholders who are not exempt from, or who do not qualify for, a reduced rate of dividend withholding tax. Accordingly, for those Shareholders subject to dividend withholding tax at a rate of 20%, the final net cash dividend amounts to 480.00 cents per share (30 June 2022: Nil cents per share).
The following dates are applicable to the dividend:
Last day to trade (cum dividend), on |
Tuesday, 12 September 2023 |
Trading ex-dividend, on |
Wednesday, 13 September 2023 |
Record date to determine which Shareholders are eligible to receive the dividend, on |
Friday, 15 September 2023 |
Payment date of the dividend, on |
Monday, 18 September 2023 |
Shareholders may not dematerialise or rematerialise their shares between Friday, 15 September 2023, both days inclusive.
The following additional information is disclosed regarding the dividend:
- Northam Holdings’ issued share capital at the dividend declaration date was 396 615 878 ordinary shares (of which 1 share is held by Northam Platinum, a subsidiary of Northam Holdings).
- Northam Holdings' registration number is 2020/905346/06.
- Northam Holdings' income tax reference number is 9586451198.
Share buyback programme
In addition to the dividend, Shareholders are further advised that the board has also approved a share buyback programme of up to R1.0 billion, and limited to a maximum of 5% of Northam Holdings’ issued share capital, in terms of which the company and/or its subsidiaries may buyback Northam Holdings shares in accordance with the authority approved by Shareholders at the company’s annual general meeting (“AGM”) held on Tuesday, 25 October 2022, which authority the company will seek to renew at the upcoming AGM to be held on Monday, 30 October 2023 (“2023 AGM”).
Annual general meeting
The 2023 AGM will be held on Monday, 30 October 2023 at 10:00 South African time to transact the business as stated in the notice of the 2023 AGM (“2023 AGM notice”).
The 2023 AGM will be held entirely by way of electronic participation. Shareholders are encouraged to read the 2023 AGM notice for information on how to electronically attend, participate in and vote at the 2023 AGM.
Shareholders are advised that the 2023 AGM notice, containing the summarised audited group consolidated annual financial statements for the year ended 30 June 2023, is available on the company’s website at:
https://www.northam.co.za/downloads/send/173-2023/1521-2023-notice-agm and will be distributed to Shareholders on Friday, 1 September 2023.
The salient dates for the 2023 AGM are as follows:
Record date to determine which Shareholders are entitled to receive the 2023 AGM notice, on |
Friday, 25 August 2023 |
2023 AGM notice made available on the company’s website, on |
Friday, 25 August 2023 |
Distribution of the 2023 AGM 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 (TMS) by 10:00 (SA time), on* |
Thursday, 26 October 2023 |
2023 AGM to be held at 10:00 (SA time), on |
Monday, 30 October 2023 |
Results of the 2023 AGM expected to be published on SENS, on |
Monday, 30 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.
About this announcement
As the information in this announcement does not provide all of the details, any investment decisions should be based on the published audited group consolidated annual financial statements (which incorporates the external auditor’s report in which PricewaterhouseCoopers Incorporated expressed an unqualified audit opinion) which is accessible via the JSE cloudlink at: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/NPHE/AFS_23.pdf and available on the company’s website at: https://www.northam.co.za/downloads/send/167-fy2023/1523-fy2023-afs-30-june-2023.
Shareholders are also referred to the summarised financial results for the year ended 30 June 2023 available on the company’s website at: https://www.northam.co.za/downloads/send/167-fy2023/1524-fy2023-sfr-30-june-2023 for further detailed information pertaining to the group’s business and operations, including detailed results commentary in respect of the financial year ended 30 June 2023.
The group annual integrated report for the year ended 30 June 2023, which contains, inter alia, the additional information required in terms of paragraph 8.62 of the JSE Limited Listings Requirements, the summarised financial results for the year ended 30 June 2023 and the 2023 AGM notice, is available on the company’s website at: https://www.northam.co.za/downloads/send/173-2023/1522-annual-integrated-report-2023.
Johannesburg
25 August 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
- 25 Aug 2023
Disposal of the majority of Northam Holdings' interest in Implats
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 Thursday, 20 July 2023.
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 Thursday, 20 July 2023 (“Announcement”).
Northam Shareholders are referred to, inter alia, the Announcement, wherein it was advised that Northam Holdings had accepted the Implats Mandatory Offer in respect of all of the 100 219 552 RBPlat Shares (“Disposal Shares”) held by Northam Holdings (“Acceptance”). Pursuant to the Acceptance, Northam Holdings disposed of the Disposal Shares to Implats and received c. R9.0 billion in cash (“Cash Consideration”) and 30 065 866 Implats Shares (“Share Consideration”).
Northam Shareholders are advised that, as at the date of this announcement, Northam Holdings has concluded on-market disposals in respect of 27 541 147 Implats Shares, representing c. 91.6% of the Share Consideration (“Implats Share Disposal”).
The total cash consideration received in respect of the Implats Share Disposal amounts to c. R2.9 billion, representing a volume weighted average price (“VWAP”) of R104.36 per Implats Share (“Share Disposal VWAP”).
The Share Disposal VWAP equates to the following premiums per Implats Share as at close of trade on 24 August 2023:
- 7.8% to the closing price;
- 9.6% to the 5-day VWAP; and
- 6.0% to the 10-day VWAP.
The Implats Share Disposal further strengthens Northam’s balance sheet and liquidity position and provides Northam with increased flexibility and optionality going forward. Retaining the Share Consideration is not aligned with Northam’s growth strategy and Northam Holdings intends to dispose of the remaining Share Consideration, being 2 524 719 Implats Shares, for cash.
The Implats Share Disposal amounts to a category 2 transaction for Northam Holdings in terms of paragraph 9.5(a) of the JSE Limited Listings Requirements. Shareholders are referred to the Announcement for the relevant information pertaining to Implats.
The Cash Consideration and the consideration received pursuant to the Implats Share Disposal form part of Northam’s strategy of returning value to shareholders and reducing third-party debt. Shareholders are referred to the results announcement published by Northam today, 25 August 2023, for details of a dividend payment and the commencement of a share buyback programme. A portion of the aforementioned cash consideration will also be applied for general corporate purposes.
Johannesburg
25 August 2023
Corporate Advisor and Sponsor to
Northam Holdings
One Capital
Corporate Advisor and Debt Sponsor to
Northam Platinum
One Capital
- 24 Aug 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.
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
24 August 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
- 22 Aug 2023
Interest payment notifications – NHM019, NHM020, NHM021, NHM024, NHM025 and NHM026
Northam bondholders are advised of the following interest payments due on Friday, 25 August 2023 and Monday, 28 August 2023.
Northam bondholders are advised of the following interest payments due on Friday, 25 August 2023 and Monday, 28 August 2023, respectively:
Bond Code: |
NHM019 |
ISIN: |
ZAG000168105 |
Coupon: |
12.133% |
Interest Period: |
25 May 2023 to 24 August 2023 |
Interest Amount Due: |
R107 523 649.88 |
Payment Date: |
25 August 2023 |
Date Convention: |
Following Business Day |
Bond Code: |
NHM020 |
ISIN: |
ZAG000172594 |
Coupon: |
11.883% |
Interest Period: |
25 May 2023 to 24 August 2023 |
Interest Amount Due: |
R20 427 039.78 |
Payment Date: |
25 August 2023 |
Date Convention: |
Following Business Day |
Bond Code: |
NHM024 |
ISIN: |
ZAG000195926 |
Coupon: |
10.108% |
Interest Period: |
25 May 2023 to 24 August 2023 |
Interest Amount Due: |
R2 547 769.86 |
Payment Date: |
25 August 2023 |
Date Convention: |
Following Business Day |
Bond Code: |
NHM025 |
ISIN: |
ZAG000195934 |
Coupon: |
11.108% |
Interest Period: |
25 May 2023 to 24 August 2023 |
Interest Amount Due: |
R25 198 421.92 |
Payment Date: |
25 August 2023 |
Date Convention: |
Following Business Day |
Bond Code: |
NHM026 |
ISIN: |
ZAG000195942 |
Coupon: |
11.858% |
Interest Period: |
25 May 2023 to 24 August 2023 |
Interest Amount Due: |
R38 556 368.22 |
Payment Date: |
25 August 2023 |
Date Convention: |
Following Business Day |
Bond Code: |
NHM021 |
ISIN: |
ZAG000181496 |
Coupon: |
12.742% |
Interest Period: |
26 May 2023 to 27 August 2023 |
Interest Amount Due: |
R18 803 002.85 |
Payment Date: |
28 August 2023 |
Date Convention: |
Following Business Day |
Johannesburg
22 August 2023
Debt Sponsor
One Capital
- 14 Aug 2023
Trading statement and trading update for the year ended 30 June 2023
Northam Holdings’ financial results for the year ended 30 June 2023 (“F2023”) are underpinned by a solid performance from all operations within the group. Notwithstanding this, Northam Holdings expects to report a decrease in earnings per share for F2023 compared to the previous financial year ended 30 June 2022 (“F2022”)
Key metrics for the year ended 30 June 2023 and disposal of the Royal Bafokeng Platinum Limited (“RBPlat”) investment:
- 13.0% increase in equivalent refined 4E metal from own operations to 809 775 oz 4E (F2022: 716 488 oz 4E), following a strong performance from all mines in the group, including a 21.5% increase in 4E concentrate produced by Booysendal and a 47.5% increase in 4E concentrate produced from own operations and surface sources at Eland
- 16.1% increase in sales revenue to R39.5 billion, notwithstanding a 6.9% decrease in the 4E ZAR basket price to R37 488/oz 4E (F2022: R40 286/oz 4E)
- 3.8% increase in gross profit to R15.4 billion
- 39.1% gross profit margin, reflective of increased production against a largely fixed cost base and maintaining cost discipline and efficiencies, notwithstanding a 12.6% increase in group cash cost per equivalent refined 4E ounce, amidst a higher inflationary environment and ongoing Eskom load curtailment events
- 0.2% increase in EBITDA to R16.5 billion
- 2.5% - 12.5% expected decrease in headline earnings per share
- 70.0% - 80.0% expected decrease in basic earnings per share, primarily as a result of a R4.1 billion non-cash impairment cost relating to Northam’s investment in RBPlat and a R2.7 billion non-cash impairment relating to the Eland operation as a result of a substantial deterioration in the pricing of Platinum Group Metals (“PGM”) which will be reversed should market conditions improve in the future
- Net debt as at 30 June 2023 (prior to the disposal of Northam’s investment in RBPlat) improved to R9.4 billion (F2022: R16.0 billion) with a net debt to EBITDA ratio of 0.57, well within Northam’s self-imposed target ratio of 1 to 1 in pursuance of the group’s growth strategy
- All organic growth projects are on track
- Post 30 June 2023, sale of Northam’s investment in RBPlat into the Impala Platinum Holdings Limited (“Implats”) mandatory offer for R9.0 billion in cash and 30 065 866 Implats shares
Introduction
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period will differ by at least 20% from the financial results of the previous corresponding period.
Northam Holdings’ financial results for the year ended 30 June 2023 (“F2023”) are underpinned by a solid performance from all operations within the group. Notwithstanding this, Northam Holdings expects to report a decrease in earnings per share for F2023 compared to the previous financial year ended 30 June 2022 (“F2022”), largely as a result of the recognition of two non-cash impairments relating to:
- Northam’s investment in RBPlat (R4.1 billion), based on the consideration received by Northam from the sale of its investment in RBPlat into the Implats mandatory offer; and
- the Eland operation (R2.7 billion), owing to a deterioration in the forecast commodity prices.
The table below provides key earnings per share information for F2023, compared to that of F2022:
F2023 | F2022 | Variance | |
---|---|---|---|
Basic earnings per share (cents) | 523.0 – 784.4 | 2 614.9 | (80.0%) – (70.0%) |
Headline earnings per share (cents) | 2 284.6 – 2 545.6 | 2 611.1 | (12.5%) – (2.5%) |
Number of shares in issue including treasury shares | 396 615 878 | 396 615 878 | 0.0% |
Weighted average number of shares in issue* | 390 237 523 | 376 533 113 | 3.6% |
*The weighted average number of shares in issue have been used to determine the basic and headline earnings per share.
Production
The group’s equivalent refined metal from own operations increased by 13.0% to 809 775 oz 4E (F2022: 716 488 oz 4E) as a result of focused execution of the group’s growth strategy, which continues to deliver against set targets. A key feature for F2023 has been the strong production performance from both the Zondereinde and Booysendal mines, and a significant step forward by Eland. Challenges remain, particularly in respect of high mining inflation and the potential for further and possibly more severe Eskom load curtailment events. However, our growth and operational diversification programmes remain on track and continue to demonstrate the value of our counter-cyclical investments and execution capacity across the group, as well as our flexibility in dealing with these challenges.
Development of the Western extension at Zondereinde has progressed well. Despite Zondereinde tragically suffering three fatalities, the benefits of focused Merensky stoping in the Western extension, together with logistical decongestion resulting from the ongoing shift of UG2 stoping from the western to the eastern portions of the mine, are starting to show in mining productivity.
Booysendal is delivering strong growth on the back of solid production from North mine, as well as the ongoing ramp-up of South mine. Booysendal achieved a record 8 million fatality free shifts, remaining fatality free since inception.
Eland surpassed a maiden 1 million fatality free shifts during November 2022, and continues to ramp-up mineable reserves
All operations have been subject to numerous Eskom load curtailment events. However, the combination of our comprehensive load management protocols, as well as on-demand self-generation capacity, have limited consequential production losses. A programme to increase self-generation capacity is well advanced and this will further mitigate potential production losses arising from load curtailment events.
Key production metrics for F2023, compared to F2022, are as follows (in oz 4E):
F2023 | F2022 | Variance | |
---|---|---|---|
Equivalent refined production from own operations at Zondereinde | 321 901 | 321 962 | (0.0%) |
Concentrate produced from own operations at Booysendal | 452 903 | 372 623 | 21.5% |
Concentrate produced from own operations and surface sources at Eland | 48 800 | 33 086 | 47.5% |
Total equivalent refined metal production from own operations | 809 775 | 716 488 | 13.0% |
Equivalent refined metal purchased from third parties | 119 820 | 61 961 | 93.4% |
Total equivalent refined metal production from own operations including metal purchased from third parties | 929 595 | 778 449 | 19.4% |
Unit cash costs
Unit cash costs were negatively impacted by higher mining inflation, as well as slightly depressed concentrator feed grades at Zondereinde (due to the Western extension expansion) and at Booysendal (due to an area of lower grade reef at the North UG2 mine, together with elevated development in the newer modules of the South mine). Grades at Zondereinde and Booysendal will improve over the coming two years as these growth projects reach maturity.
Unit cash costs per 4E ounce for the group, and per operation, for F2023 compared to F2022, are as follows (in R/4E oz):
F2023 | F2022 | Variance | |
---|---|---|---|
Zondereinde cash cost per equivalent refined 4E ounce |
23 620 | 20 766 | (13.7%) |
Booysendal cash cost per 4E ounce in concentrate produced |
16 789 | 14 765 | (13.7%) |
Eland cash cost per 4E ounce in concentrate produced |
36 319 | 36 962 | 1.7% |
Group cash cost per equivalent refined 4E ounce |
22 824 | 20 278 | (12.6%) |
The total cost of purchased concentrates and recycling material increased by 51.5% to R4.0 billion (F2022: R2.6 billion), with 4E ounce volumes purchased increasing by 93.4%. The cost of purchased material is based on ruling commodity prices as well as the prill split of the purchased material.
Sales revenue
Sales revenue for F2023 amounted to R39.5 billion, an increase of 16.1% (F2022: R34.1 billion).
The increase in sales revenue was the combined result of a 20.0% increase in 4E sales volumes to 885 347 oz 4E (F2022: 737 923 oz 4E) and a 6.9% decrease in the 4E ZAR basket price to R37 488/oz 4E (F2022: R40 286/oz 4E). The lower ZAR basket price is the combined result of a lower 4E US dollar (“USD”) basket price of USD 2 112/oz 4E (F2022: USD 2 640/oz 4E) and an increase in the average ZAR/USD exchange rate achieved (i.e. a weaker Rand) being R17.75/USD (F2022: R15.26/USD).
Total revenue per equivalent refined 4E ounce sold decreased by 3.2% to R44 670/4E oz (F2022: R46 162/4E oz). This, combined with the unit cash cost increasing by 12.6% from R20 278/4E oz to R22 824/4E oz in F2023, led to a decrease in the cash profit margin per 4E ounce to 48.9% (F2022: 56.1%).
The table below summarises dispatched metal volumes to the group’s precious metal refiners, compared to metal volumes refined and sold together with the average USD sales prices achieved per metal.
Dispatched | Total refined metal produced | Total equivalent refined metal sold (including the sale of concentrate) | Average sales prices achieved | |
---|---|---|---|---|
oz | oz | oz | USD/oz | |
Platinum | 507 008 | 515 379 | 537 341 | 973 |
Palladium | 241 238 | 246 753 | 257 542 | 1 737 |
Rhodium | 76 092 | 74 626 | 80 176 | 10 988 |
Gold | 9 867 | 9 732 | 10 288 | 1 850 |
Total 4E | 834 205 | 846 490 | 885 347 | 2 112 |
Included in the third figures column in the table above is concentrate sold to a third party to honour legacy offtake agreements relating to the Everest and Maroelabult operations, which contained 54 220 oz 4E in concentrate (F2022: 37 334 oz 4E). Refined metal sold to the group’s customers totalled 832 602 oz 4E (F2022: 701 618 oz 4E).
Financial results
Sales revenue increased by 16.1% compared to an increase in cost of sales of 25.7%. This resulted in a gross profit of R15.4 billion (F2022: R14.9 billion), and a gross profit margin of 39.1% (F2022: 43.7%).
We operate a largely fixed cost business and consider increasing production, and doing so efficiently, to be our best defence against current global inflationary pressures. Our capital allocation and treasury decisions have been guided by our growth strategy and our financial results have benefited from our consistent approach to growing our production base down the industry cost curve.
Earnings before interest, taxation, depreciation and amortisation, and also excluding impairments, (“EBITDA”) amounted to R16.5 billion (F2022: R16.5 billion).
As at 30 June 2023, inventory on hand amounted to 397 387 oz 4E, valued at R13.7 billion when applying the 4E basket price and exchange rate at 30 June 2023.
For F2023, our operations generated cash to the value of R14.0 billion (before capital expenditure) and free cash flow of R8.5 billion (after capital expenditure). During F2023, Northam settled the last instalment of the Deferred Acquisition Consideration (as defined in the SENS announcement published by Northam on 9 November 2021) to the Royal Bafokeng Holdings Proprietary Limited group, of R1.8 billion (including escalation at the Escalation Rate (as defined in the SENS announcement published by Northam on 9 November 2021)), relating to Northam’s initial investment in RBPlat. Northam received R781.7 million in dividends from RBPlat during F2023.
During F2023, Northam successfully concluded and implemented an agreement to restructure the group’s existing banking facilities, whereby (i) the R2.4 billion term loan facility (“Term Loan”) has been fully settled and cancelled, and (ii) the existing R7.2 billion five-year revolving credit facility (“RCF”) has been increased by R2.8 billion to R10.0 billion (“Facility Restructure”). As a result of the Facility Restructure, Northam’s total available banking facilities now amount to R11.0 billion, comprising the increased RCF of R10.0 billion and existing general banking facilities of R1.0 billion.
At year end, and prior to the disposal of Northam’s investment in RBPlat (the proceeds of which were received on 24 July 2023), net debt improved to R9.4 billion (F2022: R16.0 billion), with the net debt to EBITDA ratio at 0.57.
Subsequent to year end, Northam disposed of its investment in RBPlat into the Implats mandatory offer (details of which are contained in the offer circular issued by Implats dated 17 January 2022). The offer consideration receivable per RBPlat share tendered into the Implats mandatory offer amounted to R90.00 in cash and 0.3 new ordinary shares in Implats. Northam Holdings therefore received, in aggregate, R9.0 billion in cash and 30 065 866 Implats shares (JSE share code: IMP), (collectively, the “Aggregate Offer Consideration”). The Aggregate Offer
Consideration was used to determine the recoverable amount relating to Northam’s investment in RBPlat as at 30 June 2023 and resulted in a non-cash impairment being recognised amounting to R4.1 billion.
Recent adverse market developments have also resulted in a material contraction in profit margins and cash generation capacity across the PGM industry. As a consequence, the forecast commodity price assumptions have been adjusted downward from those used in F2022. Based on the impairment assessments performed by management, the recoverable values for all cash generating units within the group were higher than their respective carrying values, except for assets under construction relating to the Eland operation. Consequently, the assets included in Eland were impaired by R2.7 billion, which impairment is a non-cash adjustment and will be reversed should market conditions improve in the future.
Acceptance of the Implats mandatory offer
On 9 November 2021, Northam Holdings announced its initial acquisition of a 32.8% interest in RBPlat (“Announcement Date”). Subsequent to the Announcement Date, the PGM market strengthened significantly. The ZAR 4E basket price, based on the average prill split across RBPlat's operations (“Basket Price”), remained strong throughout 2022, with a net increase of approximately 10% from the Announcement Date to the date of Northam Holdings announcing its firm intention to make a voluntary, conditional offer to RBPlat shareholders to acquire the remaining RBPlat shares not already held by Northam Holdings (“Northam Offer”) on 9 November 2022 (“Northam FIA”).
However, subsequent to the Northam FIA, PGM prices declined substantially, signalling a possible protracted cyclical downturn in the PGM market. The Basket Price declined by approximately 35.0% from the Northam FIA date to 18 July 2023, resulting in a decrease of almost 30% between the Announcement Date and 18 July 2023. These adverse market developments resulted in a material contraction in profit margins and cash generation capacity across the entire PGM industry (including at RBPlat). As a consequence, equity valuations across the entire PGM sector have declined substantially.
Against this backdrop, Northam’s wholly-owned operations continued to perform well, as reflected in the production performance detailed above.
Following the occurrence of the material adverse changes in PGM prices, Northam Holdings terminated the Northam Offer, further details of which are set out in the SENS announcement published by Northam Holdings on 5 April 2023 (“Termination Announcement”). From the date of the Termination Announcement to 18 July 2023, the Basket Price deteriorated further by almost 18%.
The Implats mandatory offer provided Northam with full investment and strategic optionality since December 2021. On 20 July 2023, Northam Holdings submitted its acceptance of the Implats mandatory offer in respect of all 100 219 552 RBPlat shares held by Northam Holdings (representing 34.5% of RBPlat shares in issue).
In light of the prevailing market conditions and negative medium‑term outlook, the Implats mandatory offer presented a unique and attractive opportunity for Northam to lock in substantial value in relation to the RBPlat shares held by Northam, with a strong cash underpin that was not adversely affected by the steep decline in PGM equity valuations across the sector. This also presented Northam with an opportunity to significantly strengthen our balance sheet and liquidity position, which in turn provides additional flexibility and optionality for Northam Holdings to, subject to the relevant regulatory requirements and approvals necessary, inter alia, potentially (i) consider the declaration of a maiden dividend; (ii) introduce a formal dividend policy; (iii) implement share buy-backs; and/or (iv) reduce Northam’s third party debt.
Capital expenditure
Capital expenditure for F2023 amounted to R5.6 billion (F2022: R4.6 billion), which includes an investment of R86.6 million to mitigate the effects of load curtailment events and to further our renewable energy strategy. Capital expenditure increased as a result of significant activity relating to the Western extension project at Zondereinde, together with the ongoing ramp-up at Eland. Capital expenditure at Booysendal related to a number of extensions to strike belts and the first significant fleet replacements.
A raft of global geopolitical issues holds the potential for further disruption to PGM markets, whilst the risk for further and more severe Eskom load curtailment events could lead to operational disruption. We continue to monitor the market and are investing in additional on-demand self-generation capacity at all of our operations, which will result in additional capital expenditure for the coming financial year. We will adjust our capital programme when and where prudent, taking into account the changing landscape.
At Zondereinde mine, stoping is ramping-up within the Western extension section and further progress has been made on the deepening project. Equipping of Number 3 shaft is in progress. Pilot drilling of 3a ventilation shaft was completed and reaming has commenced. Both shafts are scheduled to be commissioned during the 2024 calendar year. We have also commenced pilot drilling of the 3b rock hoisting shaft, which has a scheduled commissioning date in the 2028 calendar year. The construction of the headgear and winder for Number 3 shaft was also completed with shaft equipping commencing.
At the group’s metallurgical facilities, upgrades to the base metal removal plant are progressing well, and we have commenced the expansion and upgrade of our furnace slag concentrator, which will be commissioned during the first half of the 2024 financial year (“F2024”).
The development of Booysendal South mine is on track. The full complement of stoping crews is in place at the Central UG2 modules and production will reach steady-state during the course of the coming financial year. Decline development is continuing in order to increase mineable reserves and operational flexibility. Progress of the South Merensky module is on target, with focus remaining on development of the decline system, with limited stoping in the upper mining levels. Stoping is continuing at the BS4 UG2 module and will ramp-up during the remainder of F2024. Commissioning of the North aerial rope conveyor during F2022 has enabled the ramp-up of the North Merensky module to its phase two steady-state production rate.
At Eland mine, processing of ore from surface sources continues, whilst underground and open pit feed are being batch treated. Development of the Kukama and Maroelabult decline systems is progressing well, as has strike and raise development. This is increasing mineable reserves. Strike development has connected the two mining sections, which is enhancing the provision of underground services. Underground stoping ramp-up is in progress.
Conclusion
The group has delivered a strong set of results for F2023, whilst achieving significant strategic advancements, including:
- continued progress in respect of the group’s organic growth projects, which remain on track;
- strengthening our balance sheet and liquidity position; and
- positioning Northam to withstand a possible protracted cyclical downturn in the PGM market.
The global economic outlook remains uncertain, resulting in volatile metal markets and exchange rates. Prevailing PGM market conditions and the material decline in the ZAR 4E basket price may signal a potentially protracted cyclical downturn. The group’s financial performance is influenced by the exchange rate and commodity prices together with the stability of Northam’s broader operating environment.
The Implats mandatory offer, with a substantial cash underpin, presented a well-timed opportunity in the prevailing PGM market for Northam to secure a very significant cash injection that materially strengthens Northam’s balance sheet and liquidity position. The Facility Restructure further strengthened our liquidity position.
Relative positioning on the industry cost curve, and the ability to retain operational flexibility and balance sheet strength, will become increasingly important over time.
We will continue to assess the PGM market, as well as our operational and cash flow requirements, and will evaluate our options in relation to the application of the consideration received pursuant to the disposal of our investment in RBPlat, in due course.
Northam has always maintained inherent optionality and flexibility in executing its growth strategy and these considerations remain key drivers to all our decisions.
The financial information contained in this announcement is the responsibility of the board of directors of Northam Holdings and has not been reviewed or reported on by Northam Holdings’ auditors, PricewaterhouseCoopers Incorporated. The audited results for Northam Holdings for F2023 are expected to be published on or about 25 August 2023.
Johannesburg
14 August 2023
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
- 07 Aug 2023
Interest payment notification - NHM016
Northam bondholders are advised of the following interest payment due on Friday, 11 August 2023:
Northam bondholders are advised of the following interest payment due on Friday, 11 August 2023:
Bond Code: | NHM016 |
ISIN: | ZAG000167750 |
Coupon: | 12.267% |
Interest Period: | 11 May 2023 to 10 August 2023 |
Interest Amount Due: | R114 260 205.15 |
Payment Date: | 11 August 2023 |
Date Convention: | Following Business Day |
Johannesburg
7 August 2023
Debt Sponsor
One Capital
- 20 Jul 2023
Acceptance of the mandatory offer from Impala Platinum Holdings Limited (“Implats”) in respect of Northam Holdings’ total 34.5% interest in Royal Bafokeng Platinum Limited (“RBPlat”)
Northam Shareholders are hereby advised that Northam Holdings has submitted its acceptance of the Implats Mandatory Offer in accordance with the instructions set out in the Implats Mandatory Offer Circular.
INTRODUCTION
Shareholders of Northam Holdings (“Northam Shareholders”) are referred to, inter alia:
-
the various SENS announcements published by Northam Holdings in relation to Northam Holdings’ investment in RBPlat;
-
the mandatory offer by Implats to the shareholders of RBPlat (“RBPlat Shareholders”), to acquire the remaining ordinary shares in RBPlat (“RBPlat Shares”) not already held by Implats (“Implats Mandatory Offer”), as set out in the offer circular issued by Implats dated 17 January 2022 (“Implats Mandatory Offer Circular”); and
- the SENS announcement published by Implats on 30 June 2023 (“Implats Announcement”) wherein RBPlat Shareholders were advised that the Implats Mandatory Offer has become unconditional.
Northam Shareholders are hereby advised that Northam Holdings has submitted its acceptance of the Implats Mandatory Offer in accordance with the instructions set out in the Implats Mandatory Offer Circular in respect of all of the 100 219 552 RBPlat Shares held by Northam Holdings (“Disposal Shares”) (representing c. 34.5% of all RBPlat Shares in issue), for purposes of tendering the Disposal Shares into the Implats Mandatory Offer for acquisition by Implats in terms thereof (“Disposal”).
RATIONALE FOR THE DISPOSAL
Adverse changes in PGM prices
Subsequent to Northam Holdings announcing its initial acquisition of a 32.8% interest in RBPlat on 9 November 2021 (“Announcement Date”), the platinum group metals (“PGM”) market strengthened significantly, resulting in a peak increase of c. 41% in the ZAR 4E basket price based on the average prill split across RBPlat’s operations (“Basket Price”) from the Announcement Date to 8 March 2022.
The Basket Price remained strong throughout 2022, with a net increase of c. 10% from the Announcement Date to the date of Northam Holdings announcing its firm intention to make a voluntary, conditional offer to RBPlat Shareholders to acquire the remaining RBPlat Shares not already held by Northam Holdings (“Northam Offer”) on 9 November 2022 (“Northam FIA”).
Subsequent to the Northam FIA, the Basket Price declined materially, from R36 404 per 4E oz as at the Northam FIA date to R23 652 per 4E oz as at 18 July 2023, representing a decrease of 35.0%. The net decrease in the Basket Price from the Announcement Date to 18 July 2023 is 28.6%.
These adverse market developments have resulted in a material contraction in profit margins and cash generation capacity across the PGM industry (including at RBPlat). As a consequence, equity valuations across the entire PGM sector have declined substantially.
Against this backdrop, Northam’s wholly-owned operations continue to perform well, as reflected in the production update published on SENS on 13 July 2023.
Northam Holdings terminated the Northam Offer following the occurrence of material adverse changes in PGM prices, further details of which are set out in the SENS announcement published by Northam Holdings on 5 April 2023 (“Termination Announcement”).
From the date of the Termination Announcement to 18 July 2023, the Basket Price has further deteriorated by 17.6%.
Opportunity to lock in substantial value and significantly strengthen the balance sheet
The Implats Mandatory Offer has provided Northam with full optionality since December 2021. In light of the prevailing market conditions and negative medium-term outlook, the Implats Mandatory Offer presents a unique and attractive opportunity for Northam to lock in substantial value in relation to the Disposal Shares, with a strong cash underpin that has not been adversely affected by the steep decline in PGM equity valuations across the sector.
The Disposal also presents Northam with an opportunity to significantly strengthen its balance sheet and liquidity position, which in turn provides additional flexibility and optionality for Northam to, subject to the relevant regulatory requirements and approvals necessary, inter alia, potentially:
-
consider the declaration of a maiden dividend;
-
introduce a formal dividend policy;
-
implement share buy-backs; and/or
-
reduce Northam’s third-party debt.
DETAILS OF THE DISPOSAL
In accordance with the terms of the Implats Mandatory Offer as contained in the Implats Mandatory Offer Circular, the offer consideration per RBPlat Share tendered into the Implats Mandatory Offer is R90.00 in cash and 0.3 new ordinary shares in Implats (“Implats Shares”), (“Implats Mandatory Offer Consideration”). Having regard to the Implats Mandatory Offer Consideration, Northam Holdings will receive, in aggregate, c. R9.0 billion in cash (“Cash Consideration”) and 30 065 866 Implats Shares (“Share Consideration”). The Share Consideration will represent a shareholding of at least c. 3.3% in Implats, depending on the level of acceptance by RBPlat Shareholders of the Implats Mandatory Offer.
Based on the closing Implats Share price of R136.28 as at 19 July 2023, the Share Consideration represents c. R4.1 billion of value.
Northam Holdings continues to assess the PGM market and Northam’s operational and cash flow requirements and will evaluate its options in relation to the application of the Cash Consideration and the Share Consideration in due course.
The Disposal amounts to a category 2 transaction for Northam Holdings in terms of paragraph 9.5(a) of the JSE Limited Listings Requirements and is not subject to any conditions precedent. Based on the information contained in the Implats Announcement, the Implats Mandatory Offer (and therefore the Disposal) is expected to be implemented on 24 July 2023.
INFORMATION PERTAINING TO RBPLAT AND IMPLATS
RBPlat
RBPlat is an independently operated, mid-tier PGM producer listed on the exchange operated by the JSE Limited (“JSE”) and originates from a joint venture between Anglo American Platinum Limited and the Royal Bafokeng Holdings Proprietary Limited group, known as the Bafokeng Rasimone Platinum Mine Joint Venture.
RBPlat mines PGMs in the Merensky and UG2 reefs on the Boschkoppie, Styldrift and Frischgewaagd farms in the Rustenburg area of the Bushveld Complex in South Africa.
The value of RBPlat’s total net assets as at 31 December 2022 was R24.7 billion and the total profit after tax for the year ended 31 December 2022 was R3.3 billion.
The aforementioned values attributable to the net assets and profit after tax for RBPlat have been extracted from RBPlat’s audited consolidated annual financial statements for the year ended 31 December 2022, which have been prepared in accordance with the International Financial Reporting Standard (IFRS) as issued by the International Accounting Standards Board (IASB), including interpretations issued by the IFRS Interpretation Committee (IFRS IC), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guidelines as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council (FRSC).
Implats
Implats is a producer of PGMs and is structured around seven mining operations and Impala Refining Services, a toll refining business. The mining operations are located within the Bushveld Complex in South Africa, the Great Dyke in Zimbabwe and the Canadian Shield. Implats has its primary listing on the JSE and a secondary listing on A2X Markets in South Africa, as well as a level 1 American Depositary Receipt programme in the United States of America.
The value of Implats’ total net assets as at 31 December 2022 was R125.9 billion and the total profit after tax for the six months ended 31 December 2022 was R14.8 billion.
The aforementioned values attributable to the net assets and profit after tax for Implats have been extracted from Implats’ reviewed condensed consolidated interim financial statements for the six months ended 31 December 2022, which have been prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS, the SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the FRSC and the minimum requirements of International Accounting Standards (IAS) 34 Interim Financial Reporting.
Paul Dunne, Northam’s Chief Executive Officer, said “The prevailing PGM market conditions and the material decline in the PGM basket price during, in particular, the last four months may signal a potentially protracted cyclical downturn. Relative positioning on the industry cost curve and the ability to retain operational flexibility and balance sheet strength will become increasingly important over time. Northam has always maintained inherent optionality and flexibility in executing its growth strategy and these considerations remain key drivers to all decisions.
The impending closing of the Implats Mandatory Offer, with a substantial cash underpin not affected by substantially lower equity valuations across the sector, presents a well-timed opportunity for Northam to secure a very significant cash injection that will materially strengthen Northam’s balance sheet and liquidity position. It will also positively affect Northam’s ability to continue to return value to its shareholders in the short to medium-term, including through potential dividends and/or share buy-backs, following on from the c. 30% share buy-back which was implemented in 2021.
Northam’s growth strategy initiated in 2015 remains on track and we are pleased with the operational performance and contribution of all our assets”.
Johannesburg
20 July 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 Jul 2023
Interest payment notification - NHM023
Northam bondholders are advised of the following interest payment due on Friday, 21 July 2023:
Northam bondholders are advised of the following interest payment due on Friday, 21 July 2023:
Bond Code: | NHM023 |
ISIN: | ZAG000190968 |
Coupon: | 10.958% |
Interest Period: | 21 April 2023 to 20 July 2023 |
Interest Amount Due: | R6 638 746.68 |
Payment Date: | 21 July 2023 |
Date Convention: | Following Business Day |
Johannesburg
18 July 2023
Debt Sponsor
One Capital
- 13 Jul 2023
Voluntary production update
Northam is pleased to report a 13.0% increase in total equivalent refined metal production from own operations, and a 19.5% increase in total production (including purchased material), for the 30 June 2023 financial year (F2023), compared to the 30 June 2022 financial year (F2022). A key feature for F2023 has been the strong production performance and contribution from all our operations.
Northam is pleased to report a 13.0% increase in total equivalent refined metal production from own operations, and a 19.5% increase in total production (including purchased material), for the 30 June 2023 financial year (F2023), compared to the 30 June 2022 financial year (F2022). A key feature for F2023 has been the strong production performance and contribution from all our operations.
Key production metrics for F2023 compared to F2022 are as follows:
F2023 oz 4E |
F2022 oz 4E |
% variance |
|
Equivalent refined production from own operations at Zondereinde | 321 901 | 321 962 | (0.0%) |
Concentrate production from own operations at Booysendal | 452 903 | 372 623 | 21.5% |
Concentrate production from own operations at Eland | 48 800 | 33 086 | 47.5% |
Total equivalent refined metal production from own operations | 809 775 | 716 488 | 13.0% |
Equivalent refined metal purchased from third parties | 120 407 | 61 961 | 94.3% |
Total equivalent refined metal production from own operations including refined metal purchased from third parties | 930 182 | 778 449 | 19.5% |
Significant production growth has been achieved during F2023 as a result of focussed execution of the group’s growth strategy, which continues to deliver against set targets. Challenges remain, particularly in respect of high mining inflation and the potential for further and possibly more severe Eskom load curtailment events. However, our growth and operational diversification programmes remain on-track and continue to demonstrate the value of our counter cyclical investments and execution capacity across the group, as well as our flexibility in dealing with these challenges.
Johannesburg
13 July 2023
Debt Sponsor
One Capital
- 03 Jul 2023
Restructure of Northam’s banking facilities
Northam is pleased to announce that it has successfully concluded and implemented an agreement to restructure its existing banking facilities, whereby (i) the R2.445 billion term loan facility (“Term Loan”) has been fully settled and cancelled, and (ii) the existing R7.155 billion five-year revolving credit facility (“RCF”) has been increased by R2.845 billion to R10 billion
SETTLEMENT AND CANCELLATION OF THE TERM LOAN FACILITY AND
INCREASE TO THE REVOLVING CREDIT FACILITY FROM R7.2 BILLION TO R10 BILLION
Northam is pleased to announce that it has successfully concluded and implemented an agreement to restructure its existing banking facilities, whereby (i) the R2.445 billion term loan facility (“Term Loan”) has been fully settled and cancelled, and (ii) the existing R7.155 billion five-year revolving credit facility (“RCF”) has been increased by R2.845 billion to R10 billion (“Restructure”).
As a result of the Restructure, Northam’s total available banking facilities now amount to R11 billion, comprising the increased RCF of R10 billion and existing general banking facilities of R1 billion.
The remaining terms of the RCF remain unchanged, including the maturity date being August 2027.
The Term Loan had a staggered maturity profile of four equal tranches, commencing in February 2026 and ending in August 2027. Consequently, the Restructure has both increased Northam’s available banking facilities and removed the early staggered maturity profile, thereby enhancing the Group’s liquidity and financial flexibility until August 2027.
As at 30 June 2023, all Northam’s banking facilities were fully undrawn and available.
Alet Coetzee, Northam’s Chief Financial Officer, said “The restructured and increased banking facilities provide the Group with additional liquidity and financial flexibility. Northam remains appreciative of the continued support and additional commitment from its consortium of lenders.”
Johannesburg
3 July 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
Global Coordinator and Facility Agent
in respect of the RCF
Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division)
- 20 Jun 2023
Interest payment notification - NHM022
Northam bondholders are advised of the following interest payment due on Friday, 23 June 2023:
Northam bondholders are advised of the following interest payment due on Friday, 23 June 2023:
Bond Code: | NHM022 |
ISIN: | ZAG000190133 |
Coupon: | 11.3% |
Interest Period: | 23 March 2023 to 22 June 2023 |
Interest Amount Due: | R99 687 671.23 |
Payment Date: | 23 June 2023 |
Date Convention: | Following Business Day |
Johannesburg
20 June 2023
Debt Sponsor
One Capital
- 08 Jun 2023
Interest payment notification - NHM015
Northam bondholders are advised of the following interest payment due on Tuesday, 13 June 2023:
Northam bondholders are advised of the following interest payment due on Tuesday, 13 June 2023:
Bond Code: | NHM015 |
ISIN: | ZAG000164922 |
Coupon: | 10.8% |
Interest Period: | 13 March 2023 to 12 June 2023 |
Interest Amount Due: | R13 610 958.90 |
Payment Date: | 13 June 2023 |
Date Convention: | Following Business Day |
Johannesburg
8 June 2023
Debt Sponsor
One Capital
- 29 May 2023
Acceptance of awards
Shareholders are advised of the following acceptances of awards of conditional shares in terms of the Northam Platinum Share Incentive Plan, 2011 (“SIP”), by directors and the company secretary of the company, as well as a director of a major subsidiary of the company
Shareholders are advised of the following acceptances of awards of conditional shares in terms of the Northam Platinum Share Incentive Plan, 2011 (“SIP”), by directors and the company secretary of the company, as well as a director of a major subsidiary of the company:
Nature of transactions: | Acceptance of awards of conditional shares which are subject to performance conditions in terms of the SIP (“awards”) |
Class of securities: | The awards provide participants with the right to settlement, after the vesting date, by way of the equivalent rand value of Northam Holdings shares, determined in accordance with the SIP rules, subject to, inter alia, the achievement of performance conditions |
Vesting date: | 31 October 2025 |
Transactions completed on market: | No |
Clearance obtained in terms of the JSE Listings Requirements: | Yes |
Transaction 1 | |
Name of director of the company: | PA Dunne |
Date of acceptance of awards: | 26 May 2023 |
Total number of Northam Holdings shares covered by the awards: | 90 800 performance shares |
Strike price and value of transaction: | Rnil |
Deemed value of transaction*: | R14 495 312 |
Nature and extent of interest: | Direct beneficial |
Transaction 2 | |
Name of director of the company: | AH Coetzee |
Date of acceptance of awards: | 26 May 2023 |
Total number of Northam Holdings shares covered by the awards: | 42 700 performance shares |
Strike price and value of transaction: | Rnil |
Deemed value of transaction*: | R6 816 628 |
Nature and extent of interest: | Direct beneficial |
Transaction 3 | |
Name of company secretary of the company: | PB Beale |
Date of acceptance of awards: | 26 May 2023 |
Total number of Northam Holdings shares covered by the awards: | 22 200 performance shares |
Strike price and value of transaction: | Rnil |
Deemed value of transaction*: | R3 544 008 |
Nature and extent of interest: | Direct beneficial |
Transaction 4 | |
Name of director of a major subsidiary of the company: | LC van Schalkwyk |
Name of major subsidiary: | Booysendal Platinum Proprietary Limited |
Date of acceptance of awards: | 26 May 2023 |
Total number of Northam Holdings shares covered by the awards: | 33 100 performance shares |
Strike price and value of transaction: | Rnil |
Deemed value of transaction*: | R5 284 084 |
Nature and extent of interest: | Direct beneficial |
*The deemed value of the transaction is illustrative and based on all relevant performance shares awarded (priced at the Northam Holdings share price of R159.64 on 25 May 2023). For the avoidance of doubt, the final number of performance shares that will vest, after the vesting date, remains subject to, inter alia, the achievement of performance conditions.
Johannesburg
29 May 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
- 26 May 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 BlackRock Inc. (“BlackRock”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that BlackRock now holds a beneficial interest of 5.04% 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 BlackRock Inc. (“BlackRock”), advising that it has acquired a beneficial interest in the securities of Northam Holdings, such that BlackRock now holds a beneficial interest of 5.04% in the company’s total issued share capital.
The company has filed the relevant notification with the Takeover Regulation Panel, as required in terms of section 122(3)(a) 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
26 May 2023
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Attorneys to Northam Holdings and Northam Platinum
Webber WentzelCorporate Advisor and Debt Sponsor to Northam Platinum
One Capital
- 24 May 2023
Listing of new financial instruments – NHM024, NHM025 AND NHM026
The JSE Limited (“JSE”) has granted approval for the listing of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM024, NHM025 and NHM026, respectively, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 25 May 2023.
The JSE Limited (“JSE”) has granted approval for the listing of Senior Unsecured Floating Rate Notes (“Notes”) under series NHM024, NHM025 and NHM026, respectively, issued under the Northam Platinum Limited ZAR15 000 000 000 Domestic Medium Term Note Programme (“Programme”), dated 29 October 2020, as amended and/or supplemented from time to time (“Programme Memorandum”), as guaranteed by Booysendal Platinum Proprietary Limited, with effect from 25 May 2023.
Any capitalised terms not defined in this announcement shall have the meanings ascribed thereto in the section of the Programme Memorandum headed “Terms and Conditions of the Notes”.
The details pertaining to the issue of the NHM024 Notes are as follows:
Instrument Type: |
Senior Unsecured Floating Rate Notes |
Total Notes in Issue: |
ZAR14 999 336 845 (inclusive of this issue of Notes, the NHM025 Notes and the NHM026 Notes, all settling on 25 May 2023) |
Instrument Code: |
NHM024 |
Nominal Amount: |
ZAR100 000 000 |
Issue Price: |
100% |
Interest Rate: |
3 Month ZAR-JIBAR plus 200 bps per annum |
Interest Rate Determination Date(s): |
25 August 2023, 25 November 2023 and 25 February 2024 (or the first Business Day of each Interest Period) with the first Interest Rate Determination Date being 22 May 2023 |
Coupon Rate Indicator: |
Floating Rate |
Issue Date: |
25 May 2023 |
Interest Commencement Date: |
25 May 2023 |
Maturity Date: |
25 May 2024 |
Final Redemption Amount: |
100% of Nominal Amount |
Last Day to Register: |
By 17h00 on 14 August 2023, 14 November 2023, 14 February 2024 and 14 May 2024 or if such day is not a Business Day, the Business Day immediately preceding the Books Closed Period |
Books Closed Period: |
15 August 2023 to 24 August 2023, 15 November 2023 to 24 November 2023, 15 February 2024 to 24 February 2024 and 15 May 2024 to 24 May 2024 (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): |
25 August 2023, 25 November 2023, 25 February 2024 and 25 May 2024 or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention, with the first Floating Interest Payment Date being 25 August 2023 |
International Securities Identification Number (ISIN): |
ZAG000195926 |
Applicable Business Day Convention: |
Following Business Day |
Other: |
The applicable pricing supplement (“APS”) does not contain additional terms and conditions or changes to the Terms and Conditions. The APS is available on Northam’s website: |
The details pertaining to the issue of the NHM025 Notes are as follows:
Instrument Type: |
Senior Unsecured Floating Rate Notes |
Total Notes in Issue: |
ZAR14 999 336 845 (inclusive of this issue of Notes, the NHM024 Notes and the NHM026 Notes, all settling on 25 May 2023) |
Instrument Code: |
NHM025 |
Nominal Amount: |
ZAR900 000 000 |
Issue Price: |
100% |
Interest Rate: |
3 Month ZAR-JIBAR plus 300 bps per annum |
Interest Rate Determination Date(s): |
25 August, 25 November, 25 February and 25 May (or the first Business Day of each Interest Period) of each year until the Maturity Date with the first Interest Rate Determination Date being 22 May 2023 |
Coupon Rate Indicator: |
Floating Rate |
Issue Date: |
25 May 2023 |
Interest Commencement Date: |
25 May 2023 |
Maturity Date: |
25 May 2026 |
Final Redemption Amount: |
100% of Nominal Amount |
Last Day to Register: |
By 17h00 on 14 August, 14 November, 14 February and 14 May of each year until the Maturity Date or if such day is not a Business Day, the Business Day immediately preceding the Books Closed Period |
Books Closed Period: |
15 August to 24 August, 15 November to 24 November, 15 February to 24 February and 15 May to 24 May of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): |
25 August, 25 November, 25 February and 25 May of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention, with the first Floating Interest Payment Date being 25 August 2023 |
ISIN: |
ZAG000195934 |
Applicable Business Day Convention: |
Following Business Day |
Other: |
The APS does not contain additional terms and conditions or changes to the Terms and Conditions. The APS is available on Northam’s website: |
The details pertaining to the issue of the NHM026 Notes are as follows:
Instrument Type: |
Senior Unsecured Floating Rate Notes |
Total Notes in Issue: |
ZAR14 999 336 845 (inclusive of this issue of Notes, the NHM024 Notes and the NHM025 Notes, all settling on 25 May 2023) |
Instrument Code: |
NHM026 |
Nominal Amount: |
ZAR1 290 000 000 |
Issue Price: |
100% |
Interest Rate: |
3 Month ZAR-JIBAR plus 375 bps per annum |
Interest Rate Determination Date(s): |
25 August, 25 November, 25 February and 25 May (or the first Business Day of each Interest Period) of each year until the Maturity Date with the first Interest Rate Determination Date being 22 May 2023 |
Coupon Rate Indicator: |
Floating Rate |
Issue Date: |
25 May 2023 |
Interest Commencement Date: |
25 May 2023 |
Maturity Date: |
25 May 2028 |
Final Redemption Amount: |
100% of Nominal Amount |
Last Day to Register: |
By 17h00 on 14 August, 14 November, 14 February and 14 May of each year until the Maturity Date or if such day is not a Business Day, the Business Day immediately preceding the Books Closed Period |
Books Closed Period: |
15 August to 24 August, 15 November to 24 November, 15 February to 24 February and 15 May to 24 May of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date |
Floating Interest Payment Date(s): |
25 August, 25 November, 25 February and 25 May of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention, with the first Floating Interest Payment Date being 25 August 2023 |
ISIN: |
ZAG000195942 |
Applicable Business Day Convention: |
Following Business Day |
Other: |
The APS does not contain additional terms and conditions or changes to the Terms and Conditions. The APS is available on Northam’s website: |
The Notes will be dematerialised in the Central Securities Depository (CSD) and settlement will take place electronically in terms of the JSE rules.
Johannesburg
24 May 2023
Sole Arranger, Dealer and Debt Sponsor to Northam in respect of the Programme
One Capital
Attorneys to Northam, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.
- 22 May 2023
Interest payment notifications – NHM018, NHM019, NHM020 AND NHM021
Northam bondholders are advised of the following interest payments due on Thursday, 25 May 2023 and Friday, 26 May 2023
Northam bondholders (“Bondholders”) are advised of the following interest payments due on Thursday, 25 May 2023 and Friday, 26 May 2023, respectively:
Bond Code: | NHM018 |
ISIN: | ZAG000168097 |
Coupon: | 11.20% |
Interest Period: | 27 February 2023 to 24 May 2023 |
Interest Amount Due: | R61 146 936.99 |
Payment Date: | 25 May 2023 |
Date Convention: | Following Business Day |
Bondholders are hereby advised that this is the final interest payment on the NHM018 note series pursuant to its maturity date, being Thursday, 25 May 2023. | |
Bond Code: | NHM019 |
ISIN: | ZAG000168105 |
Coupon: | 11.45% |
Interest Period: | 27 February 2023 to 24 May 2023 |
Interest Amount Due: | R95 956 127.40 |
Payment Date: | 25 May 2023 |
Date Convention: | Following Business Day |
Bond Code: | NHM020 |
ISIN: | ZAG000172594 |
Coupon: | 11.20% |
Interest Period: | 27 February 2023 to 24 May 2023 |
Interest Amount Due: | R18 206 597.26 |
Payment Date: | 25 May 2023 |
Date Convention: | Following Business Day |
Bond Code: | NHM021 |
ISIN: | ZAG000181496 |
Coupon: | 11.70% |
Interest Period: | 27 February 2023 to 25 May 2023 |
Interest Amount Due: | R16 163 309.59 |
Payment Date: | 26 May 2023 |
Date Convention: | Following Business Day |
Johannesburg
22 May 2023
Debt Sponsor
One Capital
- 08 May 2023
Interest payment notifications – NHM016
Northam bondholders are advised of the following interest payment due on Thursday, 11 May 2023:
Northam bondholders are advised of the following interest payment due on Thursday, 11 May 2023:
Bond Code: | NHM016 |
ISIN: | ZAG000167750 |
Coupon: | 11.7% |
Interest Period: | 13 February 2023 to 10 May 2023 |
Interest Amount Due: | R103 056 151.73 |
Payment Date: | 11 May 2023 |
Date Convention: | Following Business Day |
Johannesburg
8 May 2023
Debt Sponsor
One Capital
- 18 Apr 2023
Interest payment notifications – NHM023
Northam bondholders are advised of the following interest payment due on Friday, 21 April 2023:
Northam bondholders are advised of the following interest payment due on Friday, 21 April 2023:
Bond Code: | NHM023 |
ISIN: | ZAG000190968 |
Coupon: | 10.333% |
Interest Period: | 23 January 2023 to 20 April 2023 |
Interest Amount Due: | R6 053 722.52 |
Payment Date: | 21 April 2023 |
Date Convention: | Following Business Day |
Johannesburg
18 April 2023
Debt Sponsor
One Capital
- 05 Apr 2023
Occurrence of Material Adverse Changes and termination of the offer
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.
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”).
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.
OCCURRENCE OF MATERIAL ADVERSE CHANGES
In the Announcement, Shareholders were advised that the Offer would terminate with immediate effect if, inter alia, prior to all of the Offer Conditions being fulfilled or waived, Northam Holdings notifies RBPlat Shareholders by way of a SENS announcement to such effect within 10 business days of a Material Adverse Change occurring. Further information as to what amounts to a Material Adverse Change is set out in the Announcement.
Following publication of the Announcement and as at the trading day preceding the date of this announcement:
- the rhodium closing price has fallen and remained below USD9 000.00 per oz, for 12 consecutive trading days; and
- the closing 4E ZAR basket price has fallen and remained below ZAR33 000 per oz, based on a prill split of platinum: 60%, palladium: 30%, rhodium: 9% and gold: 1%, for 10 consecutive trading days.
Accordingly, Material Adverse Changes have occurred in respect of two separate metrics.
TERMINATION OF THE OFFER
Northam Holdings hereby notifies RBPlat Shareholders that the Offer is terminated with immediate effect.
UPDATE REGARDING THE NORTHAM OFFER CIRCULAR, THE NORTHAM TRANSACTION CIRCULAR AND THE GENERAL MEETING
Shareholders are advised that, as a consequence of the termination of the Offer, the Northam Offer Circular and the Northam Transaction Circular will not be issued and a general meeting of Northam Shareholders to approve the implementation of the Offer will not be convened.
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
5 April 2023
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
- 24 Mar 2023
Condensed reviewed interim financial results for the six months ended 31 December 2022
Shareholders are advised that Northam Holdings has, today, published its condensed reviewed interim financial results for the six months ended 31 December 2022 (“Interim Results”).
Shareholders are advised that Northam Holdings has, today, published its condensed reviewed interim financial results for the six months ended 31 December 2022 (“Interim Results”).
Financial results overview
Six months ended 31 December 2022 | Six months ended 31 December 2021 | Variance % | ||
Sales revenue | R000 | 20 119 026 | 13 881 445 | 44.9 |
Operating profit | R000 | 9 066 564 | 5 851 165 | 55.0 |
Operating profit margin | % | 45.1 | 42.2 | 6.9 |
Earnings per share | cents | 1 596.2 | 965.0 | 65.4 |
Headline earnings per share | cents | 1 608.5 | 961.5 | 67.3 |
EBITDA* | R000 | 9 953 810 | 6 444 638 | 54.5 |
EBITDA margin | % | 49.5 | 46.4 | 6.7 |
* Earnings before interest, taxation, depreciation and amortisation.
Northam remains at a critical juncture in pursuance of the group’s growth strategy, with various potential alternative outcomes that remain to be determined. The board of directors of the company (the “board”) has therefore resolved not to declare a dividend for the interim period ended 31 December 2022 (31 December 2021: R Nil per share).
About this announcement
This short-form announcement is the responsibility of the board and is only a summary of the information contained in the Interim Results and does not contain full or complete details.
Any investment decisions by investors and/or shareholders should be based on the Interim Results which are accessible via the JSE link at: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/NPHE/Interim_23.pdf and on the company’s website at: https://www.northam.co.za/downloads?task=download.send&id=1504&catid=167&m=0.
The Interim Results are also available for inspection at no charge at the company’s registered office (Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View) and the offices of its sponsor, One Capital Sponsor Services Proprietary Limited (17 Fricker Road, Illovo), during normal business hours.
Johannesburg
24 March 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
- 20 Mar 2023
Changes to board committees
Shareholders are advised of the following changes to Northam Holdings’ board committees, with effect from today, Monday 20 March 2023:
Shareholders are advised of the following changes to Northam Holdings’ board committees, with effect from today, Monday 20 March 2023:
- Mr Temba Mvusi - independent non-executive chairman, has been appointed as the chairman of both the investment committee and the nomination committee;
- Ms Hester Hickey - lead independent director, has been appointed as a member of the investment committee;
- Mr Mcebisi Jonas - independent non-executive director, has been appointed as a member of the remuneration committee; and
- Ms Emily Kgosi - non-executive director, has been appointed as a member of the nomination committee.
The board of directors of Northam Holdings thanks the abovementioned directors for accepting their appointments as members of the respective committees and looks forward to their ongoing contribution to the group.
Johannesburg
20 March 2023
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
- 17 Mar 2023
Interest payment notifications – NHM022
Northam bondholders are advised of the following interest payment due on Thursday, 23 March 2023:
Northam bondholders are advised of the following interest payment due on Thursday, 23 March 2023:
Bond Code: | NHM022 |
ISIN: | ZAG000190133 |
Coupon: | 11.008% |
Interest Period: | 23 December 2022 to 22 March 2023 |
Interest Amount Due: | R95 000 547.95 |
Payment Date: | 23 March 2023 |
Date Convention: | Following Business Day |
Johannesburg
17 March 2023
Debt Sponsor
One Capital
- 16 Mar 2023
Update regarding the Northam offer circular and Northam transaction circular
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.
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”).
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.
Shareholders are further referred to the announcements published by Northam Holdings on SENS on (i) Thursday, 22 December 2022, pertaining to, inter alia, the extension to the posting date of the Northam Offer Circular as a result of various complaints submitted by Impala Platinum Holdings Limited (“Implats”), (“Implats Complaints”); and (ii) Thursday, 9 March 2023, pertaining to Implats’ withdrawal of the Implats Complaints and the TRP’s confirmation that the Announcement is legally valid and that Northam may proceed with the Offer.
UPDATE REGARDING THE NORTHAM OFFER CIRCULAR
As a consequence of, inter alia:
- the lapse of time since the intended posting date of the Northam Offer Circular following the uncertainty and delays created by the Implats Complaints;
- the publication by RBPlat of its financial results for the year ended 31 December 2022, on Wednesday, 8 March 2023; and
- the anticipated publication of Northam’s financial results for the 6 months ended 31 December 2022, on or about Friday, 24 March 2023,
various updates (“Circular Updates”) are required to be made to the Northam Offer Circular prior to resubmitting the Northam Offer Circular to the JSE and the TRP for approval. In the circumstances, the TRP has approved Friday, 28 April 2023 as the posting date for the Northam Offer Circular.
UPDATE REGARDING THE NORTHAM TRANSACTION CIRCULAR
Shareholders are advised that Northam Holdings will proceed to publish the Northam Transaction Circular (which will similarly be subject to the Circular Updates) as soon as practicably possible following the posting of the Northam Offer Circular and receiving the JSE’s approval of the Northam Transaction Circular. The JSE has accordingly approved Monday, 8 May 2023 as the posting date for the Northam Transaction Circular.
OTHER IMPORTANT INFORMATION
Further details relating to the Transaction, including the Offer, the General Meeting and the related salient dates and times will be published on SENS in due course.
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
16 March 2023
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.
- 09 Mar 2023
Trading statement and trading update for the six months ended 31 December 2022
Highlights for the period under review, 31 December 2022:
- 44.9% increase in sales revenue to R20.1 billion
- 55.0% increase in operating profit to R9.1 billion
- 11.9% increase in equivalent refined 4E metal from own operations, following a strong performance from all mines in the group and a 21.9% increase in 4E concentrate produced by Booysendal
- Operating margin increased to 45.1%, demonstrating production cost discipline and efficiencies amidst a high inflationary environment
- 54.5% increase in EBITDA to R10.0 billion
- 60.4% - 70.4% increase in basic earnings per share
- 62.3% - 72.3% increase in headline earnings per share
- Significant de-gearing resulting in a net debt to EBITDA ratio of 0.62, well within Northam’s self-imposed target ratio of 1 to 1 in pursuance of the group’s growth strategy
- Increase in group cash cost per equivalent refined platinum ounce limited to 14.0%, despite exposure to a higher inflationary environment and ongoing Eskom load curtailment events
- All organic growth projects on track
- The R17.0 billion cash consideration under Northam’s offer in respect of Royal Bafokeng Platinum Limited (“RBPlat”) has been fully funded in the form of a cash confirmation and a bank guarantee in favour of the Takeover Regulation Panel
- All amounts owing to the Royal Bafokeng Holdings Proprietary Limited group (“RBH”) arising from the 2021 RBPlat share acquisition settled in full
- R245.5 million of dividends received from RBPlat during the period under review, with a further attributable dividend of R536.2 million declared by RBPlat to be received by Northam on 3 April 2023. Accordingly, as at 3 April 2023, total dividends received from Northam’s investment in RBPlat will amount to R1.3 billion, representing a 13.7% return on cash invested
Introduction
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements (“JSE Listings Requirements”), companies are required to publish a trading statement as soon as they are satisfied, with a reasonable degree of certainty, that the financial results for the current reporting period will differ by at least 20% from the financial results of the previous corresponding period.
Northam Holdings expects to report an increase in earnings per share for the six months ended 31 December 2022 (“H1 F2023”) compared to the corresponding six month period ended 31 December 2021 (“H1 F2022”), underpinned by a solid performance from all operations.
The table below provides key financial features for H1 F2023 (“key financial features”), compared to those for H1 F2022:
Metrics |
H1 F2023 |
H1 F2022 |
Variance |
30 June 2022 |
Basic earnings per share (cents) |
1 548.0 – 1 644.5 |
965.0 |
60.4% - 70.4% |
2 614.9 |
Headline earnings per share (cents) |
1 560.4 – 1 656.6 |
961.5 |
62.3% - 72.3% |
2 611.1 |
Number of shares in issue including treasury shares |
396 615 878 |
396 615 878 |
0.0% |
396 615 878 |
Weighted average number of shares in issue* |
390 237 523 |
363 052 144 |
7.5% |
376 533 113 |
* The weighted average number of shares in issue have been used to determine the basic and headline earnings per share.
Production
The period under review has seen continued production growth as the group strategy unfolds. Challenges remain, particularly in respect of mining inflation, and the potential for further and more severe Eskom load curtailment events, however our capital growth programs remain on-track and demonstrate the power of our counter cyclical investments.
A key feature during H1 F2023 has been the strong production performance from both the Zondereinde and Booysendal mines. Despite Zondereinde tragically suffering three fatalities, the benefits of focussed Merensky stoping in the Western extension, together with logistic decongestion resulting from the ongoing shift of UG2 stoping from the western to the eastern portions of the mine, are starting to show in mining productivity. Booysendal is delivering strong growth on the back of solid production from North mine, as well as the ongoing ramp-up of South mine. All operations have been subject to numerous Eskom load curtailment events, however, the combination of our comprehensive load curtailment management protocols, as well as on-demand self-generation capacity, have limited consequential production losses.
Development of the Western extension at Zondereinde has progressed well. Booysendal continues to make good progress on South mine whilst recording 8 million fatality free shifts and remaining fatality free since inception. Eland surpassed a maiden 1 million fatality free shifts on 17 November 2022, and continues to ramp-up mineable reserves.
The group’s equivalent refined metal from own operations increased by 11.9% to 393 309 oz 4E (H1 F2022: 351 359 oz 4E).
Group production of chrome concentrate increased by 17.4% to 505 841 tonnes (H1 F2022: 430 697 tonnes), on the back of improvements at all operations.
Key production metrics for the period under review compared to the previous comparable period were as follows (in oz 4E):
H1 F2023 |
H1 F2022 |
Variance |
30 June 2022 |
|
Equivalent refined production from Zondereinde |
160 806 |
156 688 |
2.6% |
321 962 |
Concentrate produced from Booysendal |
217 630 |
178 527 |
21.9% |
372 623 |
Concentrate produced from Eland |
21 463 |
21 662 |
(0.9%) |
33 086 |
Total equivalent refined production from own operations |
393 309 |
351 359 |
11.9% |
716 488 |
Attributable concentrate production from RBPlat |
77 149 |
* |
N/A |
* |
Equivalent refined production for the group including RBPlat |
468 331 |
* |
N/A |
* |
Equivalent refined metal purchased from third parties |
38 739 |
25 188 |
53.8% |
61 961 |
* During the previous periods, Northam’s share in the production of RBPlat could not be accurately determined.
Unit cash costs
Unit cost increases were negatively impacted by generally higher mining inflation, as well as slightly depressed concentrator feed grades at Zondereinde, due to the Western extension expansion, and at Booysendal, due to an area of lower grade reef at the North UG2 mine. Grades at Zondereinde and Booysendal will improve over the coming two years as these growth projects reach maturity. They will further benefit from the operational flexibility accruing from an increase in mineable reserves.
Unit cash costs per platinum ounce for the group and per operation for H1 F2023 compared to H1 F2022 were as follows (in R/Pt oz):
H1 F2023 |
H1 F2022 |
Variance |
30 June 2022 |
|
Zondereinde cash cost per equivalent refined platinum ounce |
39 800 |
34 544 |
(15.2%) |
34 828 |
Booysendal cash cost per platinum ounce in concentrate produced |
27 730 |
24 158 |
(14.8%) |
25 321 |
Eland cash cost per platinum ounce in concentrate produced |
45 758 |
42 583 |
(7.5%) |
55 594 |
Group cash cost per equivalent refined platinum ounce |
37 400 |
32 814 |
(14.0%) |
34 069 |
The total cost of purchased concentrates and recycling material increased by 64.1% to R1.6 billion (H1 F2022: R975.6 million), with 4E volumes purchased increasing by 53.8%. The cost of purchased material is based on ruling commodity prices as well as the prill split of the purchased material.
Sales revenue
Sales revenue for the period amounted to R20.1 billion, an increase of 44.9% (H1 F2022: R13.9 billion).
The increase in sales revenue was the combined result of an increase in 4E sales volumes of 33.9% to 414 170 oz 4E (H1 F2022: 309 255 oz 4E) and a higher 4E ZAR basket price of R42 046/oz 4E (H1 F2022: R39 811/oz 4E). The higher ZAR basket price is the combined result of lower 4E US dollar (“USD”) basket prices of USD2 422/oz 4E (H1 F2022: USD2 647/oz 4E) and an increase in the average ZAR/USD exchange rate achieved (i.e. a weaker Rand) being R17.36/USD (H1 F2022: R15.04/USD).
Total revenue per equivalent refined platinum ounce sold increased by 14.7% to R80 422/Pt oz from R70 140/Pt oz in H1 F2022. This led to a cash profit margin per platinum ounce of 53.5%, similar to the corresponding period (H1 F2022: 53.2%).
The table below summarises dispatched metal volumes to the group’s precious metal refiners, compared to metal volumes refined and sold, together with the average USD sales prices achieved per metal. The table does not include attributable ounces relating to Northam’s investment in RBPlat.
Dispatched |
Refined |
Total metal sold (including the sale of concentrate) |
Average sales prices achieved |
|
oz |
oz |
oz |
USD/oz |
|
Platinum |
243 839 |
240 721 |
250 169 |
929 |
Palladium |
117 492 |
118 025 |
120 911 |
2 000 |
Rhodium |
36 077 |
39 227 |
38 403 |
13 561 |
Gold |
4 764 |
4 666 |
4 687 |
1 717 |
Total 4E |
402 172 |
402 639 |
414 170 |
2 422 |
Concentrate sold to a third party to honour legacy offtake agreements relating to the Everest and Maroelabult operations contained 22 034 oz 4E (H1 F2022: 20 318 oz 4E). Refined metal sold to the group’s customers totalled 392 744 oz 4E (H1 F2022: 289 497 oz 4E).
Financial results
Sales revenue increased by 44.9% compared to cost of sales which increased by 37.6%. This resulted in operating profit increasing by 55.0%, from R5.9 billion to R9.1 billion, and an operating profit margin of 45.1% (H1 F2022: 42.2%).
We operate a largely fixed cost business and consider increasing production, and doing so efficiently, to be our best defence against current global inflationary pressures. Our capital allocation and treasury decisions have been guided by our growth strategy and our financial results have benefited from our consistent approach to growing our production base down the industry cost curve.
Earnings before interest, taxation, depreciation and amortisation (“EBITDA”) increased by 54.5% to R10.0 billion (H1 F2022: R6.4 billion). The rolling 12-month EBITDA amounted to a record R20.0 billion (H1 F2022: R17.7 billion).
As at 31 December 2022, inventory on hand amounted to approximately 371 000 oz 4E, which was valued at c. R19.6 billion when applying the 4E basket price and exchange rate at 31 December 2022.
For the H1 F2023 period our operations generated cash to the value of R7.0 billion (before capital expenditure) and free cash flow of R4.5 billion (after capital expenditure). During H1 F2023, Northam also settled the last instalment of the Deferred Acquisition Consideration (as defined in the SENS announcement dated 9 November 2021) to RBH, of R1.8 billion (including escalation at the Escalation Rate (as defined in the SENS announcement dated 9 November 2021)). This resulted in net debt improving to R12.3 billion.
During H1 F2023, Northam completed the private placement of 5-year domestic medium-term notes to the value of R3.5 billion with the Industrial Development Corporation of South Africa Limited (“IDC”), the proceeds of which are to be applied towards partially funding the increase in Northam’s production capacity.
The group is pleased to continue its long-term partnership with the IDC, which partnership continues to positively contribute towards the South African economy with a strong focus on directly improving the wellbeing of Northam’s communities by creating sustainable employment opportunities.
Net debt is significantly less than the value of our investment in RBPlat, which is represented by 100 219 552 RBPlat shares listed on the JSE with a market value of R16.5 billion at the period end. Additionally, the sales value of our 4E inventory on hand amounting to approximately R19.6 billion also significantly exceeds net debt and sufficient capital is available, through available cash and debt facilities, to fund our ongoing operations and growth strategy.
Northam is comfortable with a self-imposed long-term net debt to EBITDA ratio of 1 to 1 in the pursuance of the group’s growth strategy. Northam’s net debt to EBITDA ratio at 31 December 2022, based on the rolling 12-month EBITDA, was 0.62, well within the group’s self-imposed target.
Our investment in RBPlat
Operational risk is an under-appreciated consideration in mining. A key element of our growth strategy has been to diversify our operations in order to reduce overall operational risk, which in itself safeguards and creates value.
Our focus over the past decade has been to grow production down the industry cost curve, whilst benefiting from a commensurate reduction in operational risk.
The combination of our investment in, and continued pursuit of a business combination with, RBPlat is driven by our fundamental belief in the long-term importance of platinum group metals (“PGMs”) and is aligned to, and informed by, our long-term strategy.
Northam currently holds 34.52% in RBPlat and has been granted call options and a right of first refusal by RBH which collectively could increase Northam’s shareholding in RBPlat to 37.80%.
Since the acquisition of our initial shareholding in RBPlat in 2021, our balance sheet, liquidity position and credit outlook have strengthened significantly, enabling Northam to pursue a possible business combination with RBPlat. On 9 November 2022, Northam announced its firm intention to make an offer to RBPlat shareholders to acquire the remaining ordinary shares in RBPlat which Northam does not already own, excluding RBPlat treasury shares (“FIA”), (“Offer”). As set out in the FIA, the offer consideration represents an amount of R172.70 per RBPlat share (as at 8 November 2022) (“Offer Consideration”) and is reflective of the R180.50 purchase price paid per RBPlat share to RBH in November 2021, adjusted for the dividends subsequently declared by RBPlat up to the date of the FIA (RBPlat declared a dividend of R5.35 per RBPlat share in March 2022 and R2.45 per RBPlat share in August 2022).
The Offer Consideration will be settled fully in cash or a combination of cash and Northam Holdings shares, depending on the level of acceptance of the Offer and the quantum of the Maximum Cash Consideration (as defined in the FIA). The Offer Consideration settlement mechanism limits the number of Northam Holdings shares to be issued in settlement of the share consideration component.
For purposes of determining the number of Northam Holdings shares to be issued to settle the share component of the Offer Consideration, Northam Holdings shares will be priced at R187.89 per share, representing the 3 trading day volume weighted average price of a Northam Holdings share as at 8 November 2022, being the last business day prior to the publication of the FIA.
Northam has committed R17.0 billion for purposes of settling the cash component of the Offer Consideration (“Cash Underpin”). The Cash Underpin is fully funded through an appropriate bank guarantee and cash confirmation in favour of the Takeover Regulation Panel.
For the period under review, the group’s share of earnings from RBPlat amounted to R332.2 million. During H1 F2023, a dividend of R245.5 million was received by Northam Holdings in respect of its shareholding in RBPlat. In addition, subsequent to the period end a further dividend of R536.2 million was declared in respect of Northam Holdings’ shareholding in RBPlat. Accordingly, by 3 April 2023, R1.3 billion will have been received from our investment in RBPlat, which represents a 13.7% return on cash invested to date for our shareholding in RBPlat (excluding escalation at the Escalation Rate as well as transaction costs). Furthermore, as at 31 December 2022, RBPlat reported net cash on hand (after taking into account the RBPlat dividend declared on 8 March 2023) of R2.8 billion, representing c. R9.64 of cash per RBPlat share currently in issue.
Capital expenditure
Capital expenditure amounted to R2.6 billion (H1 F2022: R2.3 billion). This is in line with our capital schedule and the combined result of increased expansionary capital of R1.8 billion (H1 F2022: R1.5 billion), together with a marginal increase in sustaining capital expenditure to R813.3 million (H1 F2022: R776.9 million).
Expansionary capital expenditure increased as a result of significant activity relating to the Western extension project at Zondereinde, together with the ongoing ramp-up at Eland. Sustaining capital expenditure at Booysendal increased due to a number of extensions to strike belts and the first significant fleet replacements, whilst sustaining capital requirements at our metallurgical operations decreased following the commissioning of the rebuilt smelter furnace 1 at Zondereinde.
We plan to carry out significant development at the Western extension of Zondereinde, as well as at Eland, over the coming two financial years. Consequently, group capital expenditure for the current financial year is forecast to amount to R5.4 billion (of which R2.6 billion has already been incurred in H1 F2023). A raft of global geopolitical issues hold the potential for further disruption to the PGM markets, whilst the potential for further and more severe Eskom load curtailment events could lead to operational disruption. We continue to monitor the market and are rolling out additional on-demand self-generation capacity at all of our operations, which will result in additional capital expenditure for the year amounting to approximately R300.0 million. We will amend our capital program when and where prudent, taking into account the changing landscape.
At Zondereinde mine, stoping is ramping-up within the Western extension section and further progress has been made on the deepening project. Equipping of number 3 shaft is in progress. Pilot drilling of 3a ventilation shaft was completed and reaming has just commenced. Both shafts are scheduled to be commissioned during the 2024 calendar year. We have also commenced pilot drilling of the 3b rock hoisting shaft, which has a scheduled commissioning date in the 2028 calendar year.
At the group’s metallurgical facilities, upgrades to the base metal removal plant are progressing well, and we have commenced the expansion and upgrade of our furnace slag concentrator, which will be commissioned during the 2024 financial year.
The construction of a 11 MW solar power farm to provide electricity to the metallurgical complex commenced. The design and permitting phases for this installation have been concluded and earthworks were progressed. In addition, preliminary work on a larger solar facility has commenced.
The development of Booysendal South mine is on track. The full complement of stoping crews is in place at the Central UG2 modules and production will reach steady-state during the course of the coming financial year. Decline development is continuing in order to increase mineable reserves and operational flexibility. Progress of the South Merensky module is on target, with focus remaining on development of the decline system, with limited stoping in the upper mining levels. Stoping is continuing at the BS4 UG2 module and will ramp-up during the remainder of the current financial year. Commissioning of the North aerial rope conveyor during the 2022 financial year has enabled the ramp-up of the North Merensky module to its phase two steady-state production rate.
At Eland mine, processing of ore from surface sources continues, whilst underground and open pit feed are being batch treated. Development of the Kukama and Maroelabult decline systems is progressing well, as has strike and raise development. This is increasing mineable reserves. Strike development has connected the two mining sections and this is enhancing the provision of underground services. Underground stoping ramp-up is in progress. In addition, open-pit mining of UG2 continues in the eastern portion of the mining right.
We continue our measured approach with our US recycling operations. The commissioning of a dedicated smelter circuit for treating recycling material at the Zondereinde metallurgical facility during May 2022 enhances our ability to treat recycling products from various sources.
Conclusion
The group has delivered a strong set of results whilst achieving significant strategic advancements, including:
- continued progress in respect of the group’s organic growth projects, which remain on track;
- strengthening our balance sheet; and
- positioning Northam to pursue a possible business combination with RBPlat, by way of the Offer.
The H1 F2023 financial information, comprising the key financial features, contained in this announcement (the “profit estimate”) constitutes forecast financial information in terms of regulations 111(9) and 111(10) of the Companies Regulations, 2011 (“Regulations”) and represents a profit estimate in terms of the JSE Listings Requirements and is the responsibility of the board of directors of Northam Holdings.
The profit estimate is based on draft financial results for Northam Holdings for the six months ended 31 December 2022 (the “draft financial results”), which has been prepared using accounting policies in accordance with the International Financial Reporting Standards (IFRS) that are consistent with those applied to the financial results of Northam Holdings for the year ended 30 June 2022.
Northam’s auditors, PricewaterhouseCoopers Incorporated, have issued a limited assurance report on the profit estimate in accordance with Regulation 111(9) and paragraph 3.4(b)(vii)(1)(bb), read with paragraph 8.40(a)(ii) of the JSE Listings Requirements, which is available for inspection at the registered offices of Northam Holdings. For the avoidance of doubt, the draft financial results have not been audited, reviewed or reported on by Northam’s auditors.
The reviewed results for Northam Holdings for the six months ended 31 December 2022 are expected to be published on or about 24 March 2023.
Johannesburg
9 March 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
- 09 Mar 2023
Update regarding the Implats complaints
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”).
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”).
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.
Shareholders are further referred to the announcement published by Northam Holdings on SENS on Thursday, 22 December 2022 in terms of which they were advised that:
- Impala Platinum Holdings Limited (“Implats”) had submitted various complaints to the TRP regarding the Announcement, as well as the announcement published by Northam Holdings on SENS on Monday, 12 December 2022 relating to, inter alia, the increase to the Maximum Cash Consideration (“Implats Complaints”); and
- as a consequence of the Implats Complaints, the TRP withheld its approval of the posting of the Northam Offer Circular until such time as the TRP had made a determination in respect of the Implats Complaints.
Northam hereby advises Shareholders that Implats has summarily withdrawn the Implats Complaints. Implats has taken this course of action without having engaged with the TRP any further regarding the various issues raised by Implats in the Implats Complaints.
In light of Implats’ withdrawal of the Implats Complaints, the TRP has advised Northam that it considers the Announcement to be legally valid and that Northam may proceed with the Offer.
FURTHER INFORMATION
As a consequence of, inter alia, the lapse of time since the initially intended posting dates of the Northam Offer Circular and Northam Transaction Circular and the resultant updates required, Northam is engaging with the TRP and the JSE regarding the finalisation and posting of the respective circulars.
Further details relating to the Transaction (including the Offer) and the related salient dates and times, including the posting dates of the Northam Offer Circular and the Northam Transaction Circular, will be published on SENS in due course.
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
9 March 2023
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.
- 08 Mar 2023
Interest payment notifications – NHM015
Northam bondholders are advised of the following interest payment due on Monday, 13 March 2023:
Northam bondholders are advised of the following interest payment due on Monday, 13 March 2023:/p>
Bond Code: | NHM015 |
ISIN: | ZAG000164922 |
Coupon: | 10.558% |
Interest Period: | 13 December 2022 to 12 March 2023 |
Interest Amount Due: | R13 016 712.33 |
Payment Date: | 13 March 2023 |
Date Convention: | Following Business Day |
Johannesburg
08 March 2023
Debt Sponsor
One Capital
- 22 Feb 2023
Interest payment notifications – NHM018, NHM019, NHM020 AND NHM021
Northam bondholders are advised of the following interest payments due on Monday, 27 February 2023:
Northam bondholders are advised of the following interest payments due on Monday, 27 February 2023:
Bond Code: | NHM018 |
ISIN: | ZAG000168097 |
Coupon: | 10.950% |
Interest Period: | 25 November 2022 to 26 February 2023 |
Interest Amount Due: | R64 592 100.00 |
Payment Date: | 27 February 2023 |
Date Convention: | Following Business Day |
Bond Code: | NHM019 |
ISIN: | ZAG000168105 |
Coupon: | 11.200% |
Interest Period: | 25 November 2022 to 26 February 2023 |
Interest Amount Due: | R101 413 051.18 |
Payment Date: | 27 February 2023 |
Date Convention: | Following Business Day |
Bond Code: | NHM020 |
ISIN: | ZAG000172594 |
Coupon: | 10.950% |
Interest Period: | 25 November 2022 to 26 February 2023 |
Interest Amount Due: | R19 232 400.00 |
Payment Date: | 27 February 2023 |
Date Convention: | Following Business Day |
Bond Code: | NHM021 |
ISIN: | ZAG000181496 |
Coupon: | 11.450% |
Interest Period: | 28 November 2022 to 26 February 2023 |
Interest Amount Due: | R16 357 187.67 |
Payment Date: | 27 February 2023 |
Date Convention: | Following Business Day |
Johannesburg
22 February 2023
Debt Sponsor
One Capital
- 08 Feb 2023
Interest payment notification – NHM016
Northam bondholders are advised of the following interest payment due on Monday, 13 February 2023:
Northam bondholders are advised of the following interest payment due on Monday, 13 February 2023:
Bond Code: | NHM016 |
ISIN: | ZAG000167750 |
Coupon: | 10.833% |
Interest Period: | 11 November 2022 to 12 February 2023 |
Interest Amount Due: | R103 096 851.77 |
Payment Date: | 13 February 2023 |
Date Convention: | Following Business Day |
Johannesburg
8 February 2023
Debt Sponsor
One Capital
- 18 Jan 2023
Interest payment notification – NHM023
Northam bondholders are advised of the following interest payment due on Monday, 23 January 2023:
Northam bondholders are advised of the following interest payment due on Monday, 23 January 2023:
Bond Code: | NHM023 |
ISIN: | ZAG000190968 |
Coupon: | 9.458% per annum |
Interest Period: | 21 October 2022 to 22 January 2023 |
Interest Amount Due: | R5 918 894.14 |
Payment Date: | 23 January 2023 |
Date Convention: | Following Business Day |
Johannesburg
18 January 2023
Debt Sponsor
One Capital