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NORTHAM PLATINUM LIMITED - Update regarding the Composite Transaction Implementation of Zambezi Scheme and Repurchase wholly unconditional

Release Date: 23/08/2021 11:05
Wrap Text
Update regarding the Composite Transaction – Implementation of Zambezi Scheme and Repurchase 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 ZAMBEZI SCHEME,
PURSUANT TO WHICH (I) NORTHAM ACQUIRES ALL THE ZAMBEZI PREFERENCE SHARES NOT ALREADY
HELD AND (II) THE REPURCHASE 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 (“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, Tuesday, 20 July 2021 and
   Thursday, 5 August 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining
   to the Composite Transaction.

2. IMPLEMENTATION OF THE ZAMBEZI SCHEME AND THE REPURCHASE BECOMES WHOLLY UNCONDITIONAL

   Northam is pleased to advise that, pursuant to the implementation of the Zambezi Scheme today, Northam now
   holds all of the Zambezi Preference Shares in issue.
   Furthermore, Shareholders are advised that following the implementation of the Zambezi Scheme, all of the
   Transaction Conditions have now been fulfilled or waived. Accordingly, the Repurchase has become wholly
   unconditional and the Transaction will be implemented in accordance with the salient dates and times set out in the
   announcement published by Northam and Northam Holdings on SENS on Thursday, 5 August 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 importance 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 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
23 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: 23-08-2021 11:05:00
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