11 Jun - 5 min read

Further Shareholder and Zambezi Preference Shareholder support for the early maturity of the Zambezi BEE Transaction

Further Shareholder and Zambezi Preference Shareholder support for the early maturity of the Zambezi BEE Transaction

NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM ISIN: ZAE000030912
Debt issuer code: NHMI
Bond code: NHM007       Bond ISIN: ZAG000158593
Bond code: NHM009       Bond ISIN: ZAG000158866
Bond code: NHM011       Bond ISIN: ZAG000159237
Bond code: NHM012       Bond ISIN: ZAG000160136
Bond code: NHM014       Bond ISIN: ZAG000163650
Bond code: NHM015       Bond ISIN: ZAG000164922
Bond code: NHM016       Bond ISIN: ZAG000167750
Bond code: NHM018       Bond ISIN: ZAG000168097
Bond code: NHM019       Bond ISIN: ZAG000168105
Bond code: NHM020       Bond ISIN: ZAG000172594
(“Northam” or the “Company”)

FURTHER SHAREHOLDER AND ZAMBEZI PREFERENCE SHAREHOLDER SUPPORT FOR THE
EARLY MATURITY OF THE ZAMBEZI BEE TRANSACTION AND IMPLEMENTATION OF THE
EXTENDED BEE TRANSACTION AND DISCLOSURE OF THE FORECAST EXCHANGE RATE
ASSUMPTIONS APPLIED IN THE RELEVANT INDEPENDENT EXPERT REPORTS

•    65.8% total support from Shareholders (including the Northam Shares held by Zambezi)

•    50.2% total support from Shareholders (excluding the Northam Shares held by Zambezi)

•    97.5% total support from Zambezi Preference Shareholders (including Zambezi Preference
     Shares held by Northam)

•    80.1% total support from Zambezi Preference Shareholders (excluding Zambezi Preference
     Shares held by Northam)

•    The support obtained from Zambezi Preference Shareholders is adequate to pass all
     Zambezi Pref Shareholder Resolutions

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the combined circular to Northam shareholders, accompanied by
the prospectus in respect of Northam Platinum Holdings Limited, dated Monday, 31 May 2021
(“Scheme Documents”).

1.   INTRODUCTION

     Shareholders are referred to the Announcement published by Northam and Northam Holdings on
     SENS on Tuesday, 23 March 2021, and the Scheme Documents regarding the Composite
     Transaction, including, inter alia:

     1.1.   the Transaction entailing the proposed acceleration of the maturity of the Zambezi BEE
            Transaction; and

     1.2.   the proposed Extended BEE Transaction to restore ownership by historically disadvantaged
            persons in Northam to up to 26.5% (net of treasury shares), with an emphasis on
            participation by Northam group employees and host and affected communities.
2.   FURTHER SHAREHOLDER AND ZAMBEZI PREFERENCE SHAREHOLDER SUPPORT FOR
     THE COMPOSITE TRANSACTION

     Shareholders were advised in the Announcement and the Circular that Northam had obtained
     support from various asset managers acting on behalf of their clients, Shareholders, Zambezi
     Ordinary Shareholders and Zambezi Preference Shareholders, in support of the relevant
     resolutions required to implement the Composite Transaction.

     Northam is pleased to advise that since the publication of the Announcement and the Circular,
     further support has been obtained from Shareholders and Zambezi Preference Shareholders, as
     set out in more detail below.

     2.1.   Total support from Shareholders and asset managers acting on behalf of their clients, in the
            form of binding irrevocables and letters of support, in respect of the Northam Shareholder
            Resolutions, represents 65.8% of all of the Northam Shares (including the Northam Shares
            held by Zambezi) is as follows:

                                                                                            Support           Support
                                                                                          including          excluding
                                                                                           Zambezi            Zambezi
                                                                                            (note 3)           (note 3)

              Zambezi (note 1)                                                                31.4%                      -

              Public Investment Corporation (SOC) Limited                                     12.9%               18.8%

              Coronation Asset Management Proprietary Limited (acting                           5.4%               7.9%
              on behalf of its clients) (note 2)

              Fairtree Asset Management Proprietary Limited (acting on                          3.6%               5.3%
              behalf of its clients)

              Allan Gray Proprietary Limited (acting on behalf of its                           3.5%               5.1%
              clients)

              Prudential Investment Managers (South Africa) Proprietary                         2.7%               3.9%
              Limited (acting on behalf of its clients) (note 2)

              Sanlam Investment Management Proprietary Limited                                  2.6%               3.8%
              (acting on behalf of its clients)

              Old Mutual Investment Group Proprietary Limited (acting                           2.4%               3.5%
              on behalf of its clients)

              Abax Investments Proprietary Limited (acting on behalf of                         0.8%               1.2%
              its clients)

              STANLIB Multi-Asset & Equity (acting on behalf of its                             0.5%               0.7%
              clients)

              Total support (rounding differences may occur)                                  65.8%               50.2%

             Notes:
             1.   Zambezi will not vote on certain Northam Shareholder Resolutions.
             2.   Coronation Asset Management Proprietary Limited and Prudential Investment Managers (South Africa)
                  Proprietary Limited have provided letters of support to vote in favour of the Northam Shareholder
                  Resolutions.
             3.   Percentage shareholding is reflected as at Thursday, 3 June 2021, being the last practicable date prior to
                  the finalisation of this announcement.

     2.2.   Total support from Zambezi Preference Shareholders, in the form of binding irrevocables, in
            respect of the Zambezi Pref Shareholder Resolutions, represents 97.5% of all of the
            Zambezi Preference Shares, inclusive of the Zambezi Preference Shares held by Northam.
            To the extent that Northam is precluded from voting on any of the Zambezi Pref Shareholder
            Resolutions, the total support represents 80.1% of the Zambezi Preference Shares eligible
            to vote on the Zambezi Pref Shareholder Resolutions. The level of support obtained is
            adequate to pass all Zambezi Pref Shareholder Resolutions.

3.   DISCLOSURE OF THE FORECAST EXCHANGE RATE ASSUMPTIONS APPLIED IN THE
     RELEVANT INDEPENDENT EXPERT REPORTS

     Shareholders are hereby advised that the Independent Expert Reports as set out in annexures 3
     and 4 of the Circular (“Relevant Independent Expert Reports”) have been updated to include
     disclosure of the forecast exchange rate assumptions applied in preparing the Relevant
     Independent Expert Reports. The updated Relevant Independent Expert Reports are available on
     Northam’s       website      at      https://www.northam.co.za/downloads/send/154-composite-
     transaction/1369-ie-report-share-acquisitions-scheme-and-the-northam-zambezi-ordinary-share-
     subscription and https://www.northam.co.za/downloads/send/154-composite-transaction/1368-ie-
     report-northam-share-scheme-and-the-extended-bee-transaction. Apart from the inclusion of the
     aforementioned forecast exchange rate assumptions in the tables on pages 6 and 7 of the updated
     Relevant Independent Expert Reports, no other changes have been made to the Relevant
     Independent Expert Reports and the valuation ranges and opinions set out therein remain
     unchanged.

4.   THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

     The Independent Board and Northam Board 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 Northam is true and this
     announcement does not omit anything that is likely to affect the import of such information.


Johannesburg
11 June 2021

Corporate advisor to Northam and Northam Platinum Holdings Limited
One Capital Advisory Proprietary Limited

Transaction Sponsor and Sponsor to Northam and Northam Platinum Holdings Limited and Debt
Sponsor to Northam
One Capital Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Platinum Holdings Limited
Webber Wentzel

Independent Expert to Northam
BDO Corporate Finance Proprietary Limited


Foreign Shareholders are referred to the Disclaimer in the Announcement which applies to this
announcement.

Date: 11-06-2021 08:50:00
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