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NORTHAM PLATINUM LIMITED - Acquisition of additional Zambezi preference shares

Release Date: 06/08/2019 14:07
Code(s): NHM NHM002 NHM010 NHM011 NHM012 NHM006 NHM007 NHM008 NHM009     PDF:  
 
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Acquisition of additional Zambezi preference shares

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: NHM002       Bond ISIN: ZAG000129024
Bond code: NHM006       Bond ISIN: ZAG000158577
Bond code: NHM007       Bond ISIN: ZAG000158593
Bond code: NHM008       Bond ISIN: ZAG000158858
Bond code: NHM009       Bond ISIN: ZAG000158866
Bond code: NHM010       Bond ISIN: ZAG000159229
Bond code: NHM011       Bond ISIN: ZAG000159237
Bond code: NHM012       Bond ISIN: ZAG000160136
(“Northam”)

ACQUISITION OF ADDITIONAL ZAMBEZI PREFERENCE SHARES

1.   INTRODUCTION

     Northam shareholders (“shareholders”) are referred to the announcement dated 1 November 2016
     (“previous announcement”) pertaining to the acquisition by Northam of 4 043 018 preference shares in
     Zambezi Platinum (RF) Limited (“Zambezi”), (“Zambezi preference shares”) for a purchase
     consideration equal to the issue price plus accumulated preference share dividends (“face value”).

     Northam is pleased to announce that, since the date of the previous announcement, Northam has
     acquired additional Zambezi preference shares and has reached agreement to acquire further Zambezi
     preference shares, as detailed in paragraph 3 below. As a result of these acquisitions, Northam will hold
     5 708 458 Zambezi preference shares (“Northam owned prefs”), representing approximately 3.6% of all
     Zambezi preference shares in issue. The face value of the Northam owned prefs, calculated as at
     6 August 2019, amounts to approximately R403.5 million.

     All the Northam owned prefs have been purchased at, or below, face value (as calculated on the date of
     acquisition).

2.   RATIONALE FOR THE ACQUISITION OF ZAMBEZI PREFERENCE SHARES

     Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense
     and liability included in Northam’s consolidated financial statements, as well as Northam’s potential
     financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the
     guarantee be called upon. Furthermore, should Zambezi elect to redeem the Zambezi preference shares
     through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the
     redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of
     Northam shares to Northam, thereby reducing the number of Northam shares in issue.

3.   SMALL RELATED PARTY TRANSACTION AND FAIRNESS OPINION

     Northam has reached agreement with Coronation Asset Management Proprietary Limited, acting as an
     investment manager on behalf of its clients (“Coronation”), pursuant to which Northam will acquire
     341 455 Zambezi preference shares from Coronation on Tuesday, 6 August 2019, at a price of R70.69
     per Zambezi preference share, representing the face value of such shares, for a total cash consideration
     of approximately R24.1 million (“further transaction”).
     The further transaction is not subject to any conditions precedent and will be funded from Northam’s
     cash reserves.

     Coronation is a material shareholder of Northam, in that it is able to exercise voting control, on behalf of
     its clients, in excess of 10% of all Northam shares in issue. Accordingly, Coronation is a related party to
     Northam as contemplated in paragraph 10.1(b)(i) of the JSE Limited Listings Requirements
     (“Listings Requirements”).

     Over the course of the past 12 months, Northam has acquired Zambezi preference shares from
     Coronation at face value. As a result of the aggregation provision contemplated in paragraph 10.8 of the
     Listings Requirements, the further transaction is categorised as a “small related party transaction” in
     terms of paragraph 10.7 of the Listings Requirements.

     The further transaction is not subject to shareholder approval, provided an independent professional
     expert has confirmed that the terms of the further transaction are fair to shareholders. Northam has
     appointed BDO Corporate Finance Proprietary Limited (“BDO”) as the independent expert for purposes
     of providing an opinion in respect of the fairness of the further transaction (“fairness opinion”).

     BDO has considered the terms and conditions of the further transaction and is of the opinion that the
     further transaction is fair to shareholders. A copy of the fairness opinion is available for inspection for a
     period of 28 days from the date of this announcement, at Northam’s registered office being, Building 4,
     1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View.

4.   DETAILS OF THE ZAMBEZI PREFERENCE SHARES

     The Zambezi preference shares are cumulative, non-participating redeemable preference shares which
     accrue dividends at a nominal rate equal to the South African prime interest rate plus 3.5%, calculated on
     a daily basis, based on a 365-day year, compounded annually. The Zambezi preference shares were
     listed on the securities exchange operated by the JSE Limited on 11 May 2015.

     Subject to certain exceptions, the Zambezi preference shares are redeemable on 17 May 2025 and will
     be redeemed, at Zambezi’s election, in cash and / or through the distribution of Northam shares held by
     Zambezi. The redemption of the Zambezi preference shares is secured through a guarantee provided by
     Northam in favour of the holders of Zambezi preference shares. If the guarantee is exercised, Northam
     will, at its election, settle the associated liability using cash and / or through the issue of new Northam
     shares.

     As reported in the reviewed condensed consolidated interim results of Northam for the six months ended
     31 December 2018 (“Northam results”), the Zambezi preference share liability amounted to
     approximately R10.1 billion and the accumulated preference share dividends for the period amounted to
     R611.8 million. The acquisition by Northam of Zambezi preference shares will reduce the Zambezi
     preference share liability and accumulated preference share dividends recognised in Northam’s
     consolidated financial statements. The accounting policies adopted by Northam in the preparation of its
     consolidated financial statements, including the Northam results, are in accordance with the International
     Financial Reporting Standards.




Johannesburg
6 August 2019

Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital

Independent Expert to Northam
BDO Corporate Finance Proprietary Limited

Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.

Date: 06/08/2019 02:07:00
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