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Repurchase of 3.9% of the Northam Holdings shares in issue and further reduction in the issued share capital
NORTHAM PLATINUM HOLDINGS LIMITED NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 2020/905346/06) (Registration number 1977/003282/06)
Share code: NPH ISIN: ZAE000298253 Debt issuer code: NHMI
(“Northam Holdings” or the “Group”) 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”)
REPURCHASE OF 3.9% OF THE NORTHAM HOLDINGS SHARES IN ISSUE AND
FURTHER REDUCTION IN THE ISSUED SHARE CAPITAL
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 (“Northam Circular”), accompanied by the
prospectus in respect of Northam Holdings, dated Monday, 31 May 2021.
Shareholders of Northam Holdings (“Shareholders”) are advised that Northam Holdings has accepted an irrevocable,
unconditional offer (“Share Sale Offer”) from the Relevant Zambezi Shareholders to acquire, in aggregate, c. 14.6 million
Northam Holdings Shares (“NPH Repurchase Shares”), representing 3.9% of the total issued share capital of Northam
Holdings, for a purchase consideration of R165.29 per Northam Holdings Share (“Purchase Price”), (“NPH Repurchases”).
The Purchase Price represents a 16.1% discount to the 30 Day VWAP of a Northam Share as at 17 September 2021 (each
Northam Share having been exchanged for a Northam Holdings Share pursuant to the implementation of the Northam
Scheme). The aggregate Purchase Price in respect of the NPH Repurchases amounts to approximately R2.4 billion (“NPH
Repurchase Consideration”).
Shareholders of Northam granted approval at the General Meeting held on Wednesday, 30 June 2021, for a repurchase by
Northam Holdings of Northam Holdings Shares from the Relevant Zambezi Shareholders at a price not exceeding the
prevailing 30 Day VWAP of a Northam Holdings Share / Northam Share at the relevant acquisition date. Northam accepted
the Share Sale Offer pursuant to the Group’s continued efforts to execute on its strategy of returning meaningful value to
Shareholders.
Northam Holdings will acquire the NPH Repurchase Shares from the Relevant Zambezi Shareholders, as detailed below:
Relevant Zambezi Shareholder Number of NPH Number of Percentage of
Repurchase Northam Northam
Shares Holdings Shares Holdings
held after the Shares held
NPH after the NPH
Repurchases Repurchases
(note 1)
Atisa Platinum (RF) Proprietary Limited 3 527 835 - 0.0%
Malundi Resources (RF) Proprietary Limited 1 014 995 2 512 840 0.7%
Relevant Zambezi Shareholder Number of NPH Number of Percentage of
Repurchase Northam Northam
Shares Holdings Shares Holdings
held after the Shares held
NPH after the NPH
Repurchases Repurchases
(note 1)
Mpilo Platinum (RF) Proprietary Limited 8 213 241 - 0.0%
Zambezi Platinum Women’s SPV (RF) Proprietary Limited 1 814 992 3 449 199 1.0%
Total 14 571 063 5 692 039 1.7%
Note 1: Percentage shareholding is determined with reference to the total number of Northam Holdings Shares in issue following implementation of the
NPH Repurchases.
The NPH Repurchases will be implemented on or about 23 September 2021 in accordance with the terms of the agreements
governing the Share Sale Offer. An application will be made to the JSE to terminate the listing of the NPH Repurchase
Shares after implementation of the NPH Repurchase. The NPH Repurchase Shares will be cancelled and will revert to
authorised but unissued Northam Holdings Shares.
Funding of the NPH Repurchase Consideration
The NPH Repurchase Consideration will be funded from the Group’s available cash and credit facilities, resulting in a
decrease in cash and cash equivalents, an increase in the utilisation of credit facilities as well as a corresponding adjustment
to stated capital, taking into account the effects of the aforesaid.
Impact on Northam Holdings Shares in issue
Following implementation of the NPH Repurchases, the total number of Northam Holdings Shares in issue will reduce from
376 787 216 to 362 216 153, with 1 Northam Holdings Share held in treasury.
Overall aggregate impact of the NPH Repurchases and the Transaction
Prior to the implementation of the Transaction (as further contemplated in the Northam Circular), Northam had 509 781 212
shares in issue. Accordingly, the Transaction and NPH Repurchases will collectively result in an aggregate 28.9% reduction
in the total issued share capital compared to before implementation of the Transaction.
Northam’s total return of value to shareholders through the 28.9% reduction in share capital, including as a result of the
acquisition of Zambezi Preference Shares, Northam Shares and Northam Holdings Shares, amounts to approximately
R21.9 billion, of which R17.9 billion has been and will be applied in respect of the 2021 financial year and the 2022 financial
year to-date.
Comparison of the Northam issued share capital before and after the Zambezi BEE Transaction, the Transaction
and the NPH Repurchases
Prior to the implementation of the Zambezi BEE Transaction in May 2015, Northam had 397 586 090 shares in issue
(“Pre-Zambezi Share Capital”).
The Zambezi BEE Transaction resulted in an increase in Northam’s issued share capital to 509 781 212.
Following implementation of the Transaction and the NPH Repurchases, the issued share capital will reduce to 362 216 153.
Accordingly, the Zambezi BEE Transaction, the Transaction and the NPH Repurchases will collectively result in an 8.9%
reduction in the issued share capital, when compared to the Pre-Zambezi Share Capital.
The overall net reduction in issued share capital is attributable to, inter alia, the NPH Repurchases, the utilisation of a
number of Northam Shares already in issue for purposes of the Zambezi BEE Transaction in 2015 (which shares have
effectively now also been repurchased by Northam), as well as the acquisition by Northam of Zambezi Preference Shares.
Paul Dunne, Northam Holdings’ Chief Executive Officer, commented “Northam believes that this additional share
repurchase, executed at a 16.1% discount to the current 30 Day VWAP, will further enhance shareholder returns in the
medium to long term. In conjunction with the successful implementation of the Transaction, very significant value accretion
has been permanently crystallised and transferred to our Zambezi empowerment partners. All risks pertaining to a potential
or perceived share overhang have now been fully addressed, in an orderly and capital efficient manner. Upon completion
of the Transaction and this repurchase, Northam will have 8.9% less shares in issue when compared to before the 2015
Zambezi BEE Transaction, being a unique outcome in the context of a very successful empowerment transaction which
delivered on all of Northam’s expectations and enabled the Group to substantially reposition itself in a counter-cyclical
manner.”
Johannesburg
20 September 2021
Corporate Advisor to Northam Holdings and Northam Attorneys to Northam Holdings and Northam
One Capital Advisory Proprietary Limited Webber Wentzel
Equity Sponsor to Northam Holdings and Debt Sponsor to Northam
One Capital Sponsor Services Proprietary Limited
Date: 20-09-2021 08:52:00
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