05 Aug - 8 min read

Update regarding the Composite Transaction – Zambezi Scheme becomes wholly unconditional and salient dates and times

Update regarding the Composite Transaction – Zambezi Scheme becomes wholly unconditional and salient dates and times

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 – ZAMBEZI SCHEME BECOMES WHOLLY
UNCONDITIONAL AND SALIENT DATES AND TIMES


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 (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 and Tuesday, 20 July 2021 as well as the
   announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.

2. UPDATE REGARDING THE COMPOSITE TRANSACTION – ZAMBEZI SCHEME BECOMES WHOLLY
   UNCONDITIONAL

   Shareholders are advised that all of the Zambezi Scheme Conditions have been timeously fulfilled or waived.
   Accordingly, the Zambezi Scheme has become wholly unconditional and is expected to be implemented on Monday,
   23 August 2021.

   Implementation of:

   -     the Repurchase remains conditional upon the implementation of the Zambezi Scheme; and
   -     the Extended BEE Transaction (including the Northam Scheme) remains conditional upon the implementation
         of the Zambezi Scheme and the Repurchase.

   A further announcement will be published upon implementation of each of the Zambezi Scheme and the
   Repurchase, respectively. Subject to the Repurchase and the Extended BEE Transaction becoming wholly
   unconditional, the Transaction and Northam Scheme are expected to be implemented in accordance with the salient
   dates and times set out below.
   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.

3. REVISED SALIENT DATES AND TIMES (refer to notes 1 and 2)

       Event                                                                                                   2021

       Zambezi Scheme Implementation Date, on                                                     Monday, 23 August
       Transaction Conditions expected to be fulfilled or waived, on                              Monday, 23 August
       Finalisation announcement in respect of the Transaction expected to be                     Monday, 23 August
       published on SENS, on
       Zambezi Delisting, on                                                                     Tuesday, 24 August

       Expected date of lodging an application for the termination of listing on the             Tuesday, 24 August
       JSE of the Northam Shares pursuant to the implementation of the Share
       Acquisitions Scheme, on or about
       Finalisation announcement in respect of the Transaction expected to be                    Tuesday, 24 August
       published in the South African press, on or about
       Zambezi settles the Revised Accumulated Dividends to Northam and                           Friday, 3 September
       cancellation of the Northam Shares transferred pursuant to the Revised
       Accumulated Dividends Settlement expected, on or about
       Repurchase Implementation Date and cancellation of the Repurchase                          Friday, 3 September
       Shares expected, on or about
       Extended BEE Transaction Conditions expected to be fulfilled or waived, on                 Friday, 3 September
       or about
       Finalisation announcement in respect of the Extended BEE Transaction                       Friday, 3 September
       expected to be published on SENS, on or about
       Northam is expected to assume control of Zambezi and the expected                          Monday, 6 September
       implementation of the Net Value Distribution, on or about
       Expected date of lodging an application for the termination of listing on the              Monday, 6 September
       JSE of the Northam Shares pursuant to the Northam Delisting, on or about
       Finalisation announcement in respect of the Extended BEE Transaction                       Monday, 6 September
       expected to be published in the South African press, on or about
       Expected implementation of the ESOP Repurchase and cancellation of the                    Tuesday, 7 September
       ESOP Repurchase Shares, on or about
       Expected Northam Scheme LDT, being the last day to trade in Northam                       Tuesday, 14 September
       Shares in order to be eligible to participate in the Northam Scheme, on or
       about (refer to notes 3 and 4)
       Expected suspension of listing of Northam Shares at the commencement of                 Wednesday, 15 September
       trade on the JSE, on or about
       Expected date of admission of listing on the JSE of the maximum number of               Wednesday, 15 September
       Northam Holdings Shares expected to be issued pursuant to the
       implementation of the Northam Scheme, on or about
       Expected Northam Scheme Record Date, on or about                                           Friday, 17 September
       Expected Northam Scheme Implementation Date, on or about                                   Monday, 20 September
       Northam Scheme Participants who are Dematerialised Shareholders                            Monday, 20 September
       without “own name” registration expected to have their accounts held at
       their Broker or CSDP credited with the Northam Scheme Consideration, on
       or about (refer to note 6)
       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, expected to have their
       accounts held at their Broker or CSDP credited with the Northam Scheme
       Consideration, on or about (refer to notes 5 and 6)
       Northam Scheme Participants who are Issuer Nominee Shareholders                            Monday, 20 September
       expected to have their Northam Scheme Consideration credited to the
       account of Computershare Nominees, on or about (refer to note 5)
       Expected date of adjustment (if applicable) of the actual number of Northam               Tuesday, 21 September
       Holdings 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 or about
       Expected date of the termination of listing of Northam Shares on the JSE at               Tuesday, 21 September
       the commencement of trade on the JSE, on or about

    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, if the Northam
           Scheme becomes operative, 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.     If the Northam Scheme becomes operative, 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,
                  in accordance with paragraph 15.3.2 of the Circular; 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,
            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.


4. 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.

5. 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.

Paul Dunne, Northam’s Chief Executive Officer, commented “Northam’s acquisition of the remaining Zambezi
Preference Shares will have an immediate positive impact on earnings per share and represents the final step in
Northam’s Zambezi Preference Share acquisition strategy, which is a key element of our broader strategy to return
value to shareholders. We are excited to have achieved this significant milestone and look forward to implementing the
remainder of the transaction steps to finalise a very significant share buyback.”


Johannesburg
5 August 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: 05-08-2021 01:08:00
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