21 Jun - 4 min read

Update regarding composite transaction

Update regarding composite transaction

NORTHAM PLATINUM LIMITED                               NORTHAM PLATINUM HOLDINGS LIMITED
Incorporated in the Republic of South Africa           Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)                   (Registration number 2020/905346/06)
Share code: NHM ISIN: ZAE000030912                     Share code: NPH ISIN: ZAE000298253
Debt issuer code: NHMI                                 (“Northam Holdings”)
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”)

UPDATE REGARDING THE COMPOSITE TRANSACTION

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

1.    INTRODUCTION

      Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam
      and Northam Holdings on SENS on Tuesday, 23 March 2021, and Monday, 31 May 2021 as well as the announcement
      published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
      
      To obtain a thorough understanding of the Composite Transaction, Shareholders are advised to refer to the
      full terms and conditions pertaining thereto, as set out in the Scheme Documents.

2.    UPDATE REGARDING THE COMPOSITE TRANSACTION

      2.1.   Zambezi Scheme Circular, Zambezi Disposals Circular and Zambezi meetings

             2.1.1.   As stated in the Scheme Documents, implementation of the Composite Transaction is conditional
                      upon the fulfilment or waiver of certain conditions precedent (“Conditions Precedent”), including the
                      adoption by the relevant Zambezi Shareholders of the resolutions required to approve and implement
                      the Zambezi Scheme and the Transaction (collectively, the “Zambezi Shareholder Resolutions”).

             2.1.2.   Shareholders are advised that the Zambezi Scheme Circular and Zambezi Disposals Circular
                      (collectively, the “Zambezi Circulars”) will be posted to the relevant Zambezi Shareholders today,
                      21 June 2021. The Zambezi Scheme Circular and Zambezi Disposals Circular are available on
                      Zambezi’s website at https://www.northam.co.za/downloads/send/152-2021/1372-joint-scheme-
                      circular and at https://www.northam.co.za/downloads/send/152-2021/1373-circular-to-zambezi-
                      ordinary-shareholders respectively.

             2.1.3.   The Zambezi Circulars incorporate notices convening the relevant general meetings of Zambezi
                      Shareholders, to be held on Tuesday, 20 July 2021, in order to consider and, if deemed appropriate,
                      approve the Zambezi Shareholder Resolutions (“Zambezi Meetings”).

             2.1.4.   Northam will publish a further announcement on SENS in due course regarding the results of the
                      Zambezi Meetings.

     2.2.    Extension of the date for fulfilment or waiver of certain Conditions Precedent

             2.2.1     As set out in the Scheme Documents, the dates for fulfilment or waiver of the Conditions Precedent
                       may be extended by Northam, from time to time.

             2.2.2     Shareholders are hereby advised that the date for fulfilment or waiver of:

                       2.2.2.1     the Transaction Conditions envisaged in:
                                    2.2.2.1.1    paragraph 10.2.1.7 of the Circular and paragraph 1.7 of annexure 6 to the
                                                 Northam Holdings Prospectus, has been extended from 30 June 2021 to
                                                 30 July 2021; and
                                    2.2.2.1.2    paragraph 10.2.1.9 of the Circular and paragraph 1.9 of annexure 6 to the
                                                 Northam Holdings Prospectus, has been extended from 16 August 2021 to
                                                 23 August 2021; and

                       2.2.2.2     the Extended BEE Transaction Conditions envisaged in:
                                    2.2.2.2.1    paragraph 26.1.6 of the Circular and paragraph 3.1.4.1.6 of section 2 of the
                                                 Northam Holdings Prospectus, has been extended from 16 August 2021 to
                                                 23 August 2021; and
                                    2.2.2.2.2    paragraph 26.1.7 of the Circular and paragraph 3.1.4.1.7 of section 2 of the
                                                 Northam Holdings Prospectus, has been extended from 27 August 2021 to
                                                 3 September 2021.

3.   THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

     The Independent Board and Northam Board (to the extent that the information relates to Northam) 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.

4.   NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

     The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for
     the information contained in this announcement and certifies that, to the best of their knowledge and belief, the
     information contained in this announcement relating to Northam Holdings is true and this announcement does not omit
     anything that is likely to affect the import of such information.


Johannesburg
21 June 2021

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

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

Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

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

Date: 21-06-2021 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from Northam Platinum Limited (JSE:NHM) when you join Listcorp.