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NORTHAM PLATINUM LIMITED - Update regarding the Composite Transaction – Zambezi Scheme becomes wholly unconditional and salient dates and times
2021/08/05 13:08:00Download PDF Stock report
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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