06 Sep - 7 min read

Update regarding composite transaction –implementation of repurchase & extended BEE transaction wholly unconditional

Update regarding composite transaction –implementation of repurchase & extended BEE transaction wholly unconditional

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”)

UPDATE REGARDING THE COMPOSITE TRANSACTION – IMPLEMENTATION OF THE REPURCHASE AND
EXTENDED BEE TRANSACTION BECOMES WHOLLY UNCONDITIONAL

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 accompanied by the prospectus in
respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “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, Monday, 31 May 2021,
   Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021,
   Thursday, 5 August 2021 and Monday, 23 August 2021 as well as the announcement published by Northam on
   Friday, 11 June 2021 pertaining to the Composite Transaction.

2. UPDATE REGARDING THE TRANSACTION

   Northam is pleased to advise that, pursuant to the implementation of the Revised Accumulated Dividends
   Settlement and the Repurchase on Friday, 3 September 2021, Northam has repurchased, in aggregate, 91 303
   304 Northam Shares (“Repurchase Shares”) from Zambezi, amounting to approximately 17.9% of all the Northam
   Shares in issue prior to implementation of the Transaction. The termination of listing of the Repurchase Shares, is
   expected today, 6 September 2021 and the Repurchase Shares will be cancelled and will revert to authorised but
   unissued Northam Shares.

3. EXTENDED BEE TRANSACTION BECOMES WHOLLY UNCONDITIONAL

   Shareholders are further advised that, following the implementation of the Repurchase, all of the Extended BEE
   Transaction Conditions have been fulfilled or waived. Accordingly, the Extended BEE Transaction has become
   wholly unconditional, and the Northam Scheme will be implemented in accordance with the salient dates and times
   set out in paragraph 5 below.

4. NORTHAM SCHEME AND NORTHAM SCHEME CONSIDERATION

   Upon implementation of the Northam Scheme, Northam Scheme Participants will receive Northam Holdings Shares
   in exchange for their Northam Shares, on a one-for-one basis (i.e. one Northam Holdings Share in exchange for
   one Northam Share), with no entitlement to cash, subject to the provisions of paragraph 52 of the Circular and
   paragraph 3.2 of section 2 of the Northam Holdings Prospectus in respect of Foreign Shareholders.
   
   To obtain a thorough understanding of, inter alia, the Northam Scheme (including the Northam Scheme
   Consideration and settlement thereof), Shareholders are advised to refer to the full terms and conditions
   pertaining thereto, as set out in the Scheme Documents.

5. SALIENT DATES AND TIMES IN RESPECT OF THE NORTHAM SCHEME (refer to notes 1 and 2)

     Event                                                                                                             2021

     Northam Scheme LDT, being the last day to trade in Northam Shares in order                       Tuesday, 14 September
     to be eligible to participate in the Northam Scheme (refer to notes 3 and 4),
     on
     
     Suspension of listing of Northam Shares at the commencement of trade on                        Wednesday, 15 September
     the JSE, on
     
     Date of admission of listing on the JSE of the maximum number of Northam                       Wednesday, 15 September
     Holdings Shares expected to be issued pursuant to the implementation of the
     Northam Scheme, on
     
     Northam Scheme Record Date, on                                                                    Friday, 17 September

     Northam Scheme Implementation Date, on                                                            Monday, 20 September

     Northam Scheme Participants who are Dematerialised Shareholders without                           Monday, 20 September
     “own name” registration to have their accounts held at their Broker or CSDP
     credited with the Northam Scheme Consideration (refer to note 6), on
     
     Northam Scheme Participants who are Certificated Shareholders or                                  Monday, 20 September
     Dematerialised Shareholders with “own name” registration and who deliver
     an Application and Surrender Form (pink) and Documents of Title (where
     relevant), so as to be received by the Transfer Secretaries on or before 12:00
     on the Northam Scheme Record Date, to have their accounts held at their
     Broker or CSDP credited with the Northam Scheme Consideration (refer to
     notes 5 and 6), on
     
     Northam Scheme Participants who are Issuer Nominee Shareholders to have                           Monday, 20 September
     their Northam Scheme Consideration credited to the account of
     Computershare Nominees (refer to note 5), on
     
     Date of adjustment (if applicable) of the actual number of Northam Holdings                      Tuesday, 21 September
     Shares to be listed on the JSE pursuant to the implementation of the Northam
     Scheme and commencement of trading in Northam Holdings Shares on the
     JSE, on
     
     Date of the termination of listing of Northam Shares on the JSE at the                           Tuesday, 21 September
     commencement of trade on the JSE, on

   Notes:
   1. The dates and times are subject to change, with the approval of the JSE and the TRP, if required. Any such change will be
      published on SENS and in the South African press.
   2. All times are in South African Standard Time, unless otherwise stated.
   3. Northam Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement
      system used by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, persons may
      participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the Northam Scheme LDT and
      hold such Northam Shares on the Northam Scheme Record Date.
   4. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after the Business Day
      following the Northam Scheme LDT.
   5. Northam Scheme Participants who hold:
      a. Dematerialised Shares with “own name” registration and fail to deliver a duly completed Application and Surrender
         Form (pink) to the Transfer Secretaries on or before 12:00 on the Northam Scheme Record Date, in accordance
         with paragraph 15.2.1 of the Circular; and
      b. Certificated Shares and fail to (i) deliver a duly completed Application and Surrender Form (pink) to the Transfer
         Secretaries together with the relevant Documents of Title on or before 12:00 on the Northam Scheme Record Date,
         or (ii) provide account details, or provide incorrect account details, of their CSDP or Broker, into which their Northam
         Holdings Shares are to be credited, in accordance with paragraph 15.3.2 of the Circular,
         will be treated as Issuer Nominee Shareholders and their Northam Holdings Shares will be credited to an account in the
         name of Computershare Nominees, who will hold such Northam Holdings Shares as the registered holder thereof for the
         benefit of Issuer Nominee Shareholders, subject to the provisions of paragraph 15.4 of the Circular.
   6. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings
      Shares contained in paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Northam Holdings Prospectus.
      A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction must inform its Broker or CSDP or
      the Transfer Secretaries of such fact as soon as reasonably possible and in any event by no later than the Northam Scheme
      LDT, being Tuesday, 14 September 2021.

 6. 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 importance of such information.

 7. 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 its 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 importance of such information.


Johannesburg
6 September 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

Attorneys to Northam and Northam Holdings
Webber Wentzel

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


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

Date: 06-09-2021 07:05:00
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