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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 Debt issuer code: NHMI
ISIN: ZAE000298253 Bond code: NHM015 Bond ISIN: ZAG000164922
(“Northam Holdings” or, together with its subsidiaries, Bond code: NHM016 Bond ISIN: ZAG000167750
“Northam” or the “Northam Group”) Bond code: NHM018 Bond ISIN: ZAG000168097
Bond code: NHM019 Bond ISIN: ZAG000168105
Bond code: NHM020 Bond ISIN: ZAG000172594
Bond code: NHM021 Bond ISIN: ZAG000181496
Bond code: NHM022 Bond ISIN: ZAG000190133
Bond code: NHM023 Bond ISIN: ZAG000190968
(“Northam Platinum”)
PROPOSED ACQUISITION BY NORTHAM OF ALL OR A PORTION OF THE ISSUED ORDINARY SHARES IN
ROYAL BAFOKENG PLATINUM LIMITED (“RBPLAT”), (THE “RBPLAT SHARES”), INCORPORATING A FIRM
INTENTION ANNOUNCEMENT IN RESPECT OF AN OFFER BY NORTHAM HOLDINGS TO ACQUIRE THE
REMAINING RBPLAT SHARES, EXCLUDING TREASURY SHARES
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the announcements published by Northam Holdings on SENS on Tuesday,
9 November 2021 and Tuesday, 7 December 2021 (collectively, the “Announcements”).
KEY FEATURES:
• Voluntary offer by Northam Holdings to acquire all or a portion of the remaining
RBPlat Shares
• Offer consideration of R172.70 per RBPlat Share, determined as R180.50 paid to
Royal Bafokeng Holdings less dividends declared by RBPlat in March 2022 and August 2022
• Offer consideration to be settled fully in cash or, subject to the level of acceptance of the
offer, a combination of cash and Northam Holdings shares. The minimum cash
consideration per RBPlat Share amounts to R54.40, assuming full acceptance of the offer
• The offer consideration represents a 20.3% premium to the 30 trading day VWAP of an
RBPlat Share as at 8 November 2022
• The offer is underpinned by a compelling rationale for all stakeholders of both Northam and
RBPlat, including shareholders, employees and host and affected communities
• RBPlat employees and host and affected communities will participate in Northam’s
approved extended broad-based black economic empowerment transaction, should
Northam acquire a majority shareholding in RBPlat
1. INTRODUCTION
1.1. Shareholders of Northam Holdings (“Northam Shareholders”) and shareholders of RBPlat
(“RBPlat Shareholders”) are referred to the Announcements, in terms of which Northam Holdings advised,
inter alia, that:
1.1.1. Northam Holdings had acquired RBPlat Shares from the Royal Bafokeng Holdings Proprietary
Limited group of companies (“RBH Group”) at a price of R180.50 per RBPlat Share
(“RBH Consideration”) and additional RBPlat Shares from certain other RBPlat Shareholders,
pursuant to which, Northam Holdings currently holds 100 219 552 RBPlat Shares, representing
c. 34.52% of all RBPlat Shares in issue (“Initial Acquisitions”); and
1.1.2. Northam Holdings entered into call option, put option and right of first refusal (“ROFR”)
agreements with the RBH Group (“RBH Acquisition Agreements”) pursuant to which, inter alia,
Northam was granted call options to acquire an aggregate of 6 145 798 RBPlat Shares
(“Call Option Shares”) and the ROFR in respect of 3 367 673 RBPlat Shares, which, if exercised
by Northam in full would enable Northam to increase its total shareholding to c. 37.80% of all
RBPlat Shares in issue.
1.2. The Initial Acquisitions resulted in Northam Holdings acquiring a significant and strategic beneficial interest
in RBPlat, and the RBH Group acquiring a c. 8.67% shareholding in Northam Holdings. Furthermore, the
Initial Acquisitions provided Northam with a platform to pursue a possible business combination with RBPlat
(“Business Combination”).
1.3. Northam is pleased to announce its intention to pursue the Business Combination by way of:
1.3.1. a voluntary offer by Northam Holdings to RBPlat Shareholders to acquire all the RBPlat Shares
in issue, excluding RBPlat Shares held by Northam and RBPlat Shares held by RBPlat’s
subsidiaries (“Treasury Shares”), (the “Offer Shares”) for an offer consideration representing
R172.70 per Offer Share (the “Offer Consideration”), (“Offer”), as at 8 November 2022, being
the last business day prior to the publication of this announcement (“Reference Date”); and
1.3.2. potential acquisitions by Northam, from time to time, of RBPlat Shares from RBPlat Shareholders
other than in terms of the Offer (the “Additional Acquisitions”),
on the terms and subject to the conditions set out below.
1.4. The Offer Consideration represents an amount per RBPlat Share equal to the RBH Consideration of
R180.50, less dividends declared by RBPlat following the Initial Acquisitions.
1.5. The acquisition by Northam of all or a portion of the RBPlat Shares pursuant to the Offer and the
Additional Acquisitions are collectively or individually, as the context may require, referred to as the
“Transaction”.
1.6. Depending on the level of acceptance of the Offer, the Offer Consideration will either be fully settled in cash
(“Cash Consideration”) or a combination of the Cash Consideration and the issue of ordinary shares in
Northam Holdings (“Northam Holdings Shares”), (“Share Consideration”), as further detailed in
paragraph 4.1.7. As illustrated in the example in paragraph 4.1.7.8, the minimum Cash Consideration per
Offer Share is R54.40 and will ratchet up to a maximum of R172.70 depending on the level of acceptance
of the Offer.
1.7. If Impala Platinum Holdings Limited (“Implats”) does not accept the Offer, then based on its current
shareholding in RBPlat of 40.71%, the minimum cash consideration per Offer Share will be approximately
R152.42, and the balance of the Offer Consideration representing R20.28 will be settled in
Share Consideration.
2. RATIONALE FOR THE TRANSACTION
2.1. For RBPlat Shareholders, the Offer presents an opportunity to realise the value of their investment in
RBPlat at a significant premium (as further detailed in paragraph 4.1.7.2), underpinned by a compelling
cash component as further detailed in paragraph 4.1.7. The Offer also presents an opportunity for
RBPlat Shareholders that receive Northam Holdings Shares to (i) diversify their investment across the
Northam Group, whilst retaining indirect investment exposure to RBPlat (through Northam Holdings);
(ii) participate in organic growth initiatives at RBPlat to be initiated by Northam should the Transaction result
in Northam holding a minimum of 50% + 1 of all the RBPlat Shares in issue, excluding Treasury Shares
(a “Controlling Interest”); and (iii) participate in the ongoing growth initiatives arising from Northam’s
existing asset base. Paragraph 2.5 provides further rationale for the Offer and details of the potential
benefits for RBPlat Shareholders.
2.2. For Northam Shareholders, the Transaction is aligned with Northam’s long-term growth strategy and
presents a unique opportunity to benefit from the inherent value and growth opportunities embedded within
RBPlat’s attractive asset base. RBPlat generates strong cash flows from two established and well
capitalised mines that access scarce, shallow, high-quality, platinum group metals (“PGM”) mineral
resources contained within both the Merensky and Upper Group 2 (“UG2”) orebodies. These orebodies are
well understood and have premium loadings of those PGMs, particularly platinum and rhodium, essential
to the global clean-air imperative as well as the burgeoning hydrogen economy. Should Northam acquire
a Controlling Interest, the combination of Northam’s experience and technical expertise, together with the
inherent quality and scale of RBPlat’s resource base and infrastructure, will enable the Combined Group
(as defined in paragraph 2.6.5) to unlock significant additional value for all stakeholders. In addition, the
Transaction will further reduce Northam’s overall risk through operational, geographical and metal
contribution diversification. Paragraph 2.6 provides further rationale for the Transaction and details of the
potential benefits for Northam Shareholders.
2.3. In the event that Northam acquires a Controlling Interest, RBPlat’s employees and host and affected
communities (“RBPlat Empowerment Parties”) will be granted significant participation in Northam’s
15-year extended broad-based black economic empowerment (“BEE”) transaction, which transaction
received overwhelming Northam shareholder support (“Northam’s Extended Empowerment
Transaction”). By providing the RBPlat Empowerment Parties with an opportunity to participate in
Northam’s Extended Empowerment Transaction, Northam will contribute significantly to key social and
empowerment initiatives in the region for the benefit of RBPlat’s stakeholders. Northam has an excellent
track record in delivering real, unencumbered value for its empowerment stakeholders and is pleased to
provide an opportunity for the RBPlat Empowerment Parties to participate in such long-term, sustainable
value creation and to ensure long-term alignment with key stakeholders. The Offer provides an opportunity
to enhance and entrench critical BEE credentials in the South African mining sector, which in turn will
facilitate a significant contribution to environmental, social and governance (ESG) investment imperatives
pursuant to Northam’s Extended Empowerment Transaction. Paragraph 2.7 provides further rationale for
the Transaction and details of the potential benefits for other stakeholders.
2.4. Northam is committed to investing in the RBPlat asset base in order to develop it to its full potential and to
actively and simultaneously create new, sustainable and meaningful employment opportunities in the
region. Northam has no intention to scale down employment at RBPlat’s operations. As part of its overall
intention to unlock and enhance value within the Northam Group (see paragraph 2.6.8), and in furtherance
of regional job retention and stability, Northam is supportive of an extension to the existing royalty
arrangement with Implats in respect of the two Implats shafts (6 and 20) operating on the RBPlat mining
area, on commercially reasonable terms, should Implats request such an extension. Northam believes that
this arrangement will strengthen regional job preservation and stability and will be a beneficial outcome for
all affected parties.
2.5. Benefits for RBPlat Shareholders
2.5.1. Holders of the Offer Shares (“Eligible RBPlat Shareholders”) will have the opportunity to realise
their investment in RBPlat for a consideration reflecting a premium of:
2.5.1.1. 14.0% and 20.3% to the prevailing market price and the 30 trading day volume
weighted average price (“VWAP”) of an RBPlat Share, respectively, as at the
Reference Date; and
2.5.1.2. 82.2% and 107.3% to the prevailing market price and the 30 trading day VWAP of an
RBPlat Share, respectively, as at 26 October 2021, being the last trading day prior to
the publication of the joint cautionary announcement by RBPlat and Implats in respect
of a non-binding indicative proposal by Implats to acquire all the RBPlat Shares,
as further detailed in paragraph 4.1.7.2.
2.5.2. Depending on the level of acceptance of the Offer, Eligible RBPlat Shareholders who accept the
Offer and tender their Offer Shares into the Offer (“Offer Participants”) will realise their
investment in RBPlat for a full Cash Consideration or, alternatively, for a Cash Consideration of
no less than R54.40 per RBPlat Share and the balance for the Share Consideration. Refer to
paragraph 4.1.7 for further details of the Offer Consideration.
2.5.3. Offer Participants who receive the Share Consideration will:
2.5.3.1. become shareholders in Northam Holdings, thereby broadening their PGM investment
across Northam’s well diversified portfolio with participation in Northam’s mining and
downstream beneficiation value chain. Refer to paragraph 2.6.5 for further details on
the operational and diversification benefits that are anticipated to arise to Northam
Shareholders from the Transaction;
2.5.3.2. participate in the continued organic growth at Northam’s Zondereinde mine,
Booysendal mining complex and Eland mine; and
2.5.3.3. retain indirect exposure to RBPlat, through Northam Holdings, and if Northam
acquires a Controlling Interest, benefit from Northam’s initiatives to unlock significant
inherent value within RBPlat, as further detailed in paragraph 2.6.8.
2.6. Benefits for Northam Shareholders (including RBPlat Shareholders who receive the Share
Consideration)
2.6.1. The success of a mining company is dependent upon the quantity and quality of the mineral
resources and reserves underpinning the production effort. Large, shallow, high-quality PGM
orebodies are scarce. Furthermore, the PGM industry has been under-capitalised for more than
a decade. These factors will continue to have a negative impact on primary PGM supply.
2.6.2. The rationale for Northam’s investment in RBPlat has been driven by a firm belief in the continued
global importance of PGMs which, together with constrained supply, should support metal pricing
and resource valuations well into the future. This is aligned to the growth strategy that Northam
has been pursuing since 2015.
2.6.3. The prevailing commodity cycle favours the acquisition of producing, cash generative and
sustainable assets, with growth potential, as opposed to the capital-intensive development of
long-dated production.
2.6.4. The Transaction will enable Northam Shareholders to benefit from the inherent value and growth
opportunities embedded within RBPlat’s unique and attractive asset base, comprising, inter alia:
2.6.4.1. a large, proven, shallow and quality resource base, containing a premium mix of
PGMs within both the Merensky and UG2 orebodies; and
2.6.4.2. low cost, shallow, well-capitalised and partially mechanised mines, with extensive life
and the potential to operate in the lower half of the industry cost curve.
2.6.5. Operational risk is an under-appreciated consideration in mining. A key element of Northam’s
growth strategy has been the diversification of its mining and beneficiation assets to reduce
overall group operational risk. The Transaction will significantly increase the operational and
geographical diversity of the combined Northam Group (as enlarged by the acquisition of
RBPlat Shares pursuant to the Transaction) (“Combined Group”), across, inter alia: 6 large
operational mines located on the Eastern and Western Limbs of the South African Bushveld
Complex (“Bushveld Complex”) (comprising the Zondereinde mine, Booysendal North mine,
Booysendal South mine, Eland mine, Bafokeng Rasimone Platinum mine and Styldrift mine);
7 dedicated primary concentrators; Zondereinde’s Metallurgical complex; RBPlat’s separate
downstream processing route; and Northam’s recycling business in the United States of America.
Mine development at Styldrift II would further diversify operational risk.
2.6.6. Northam believes that there is a good cultural fit between its current operations and those of
RBPlat. This will harmonise the management, and consequently the performance, of the
Combined Group’s assets, should Northam acquire a Controlling Interest.
2.6.7. The scale and value potential of the RBPlat mineral resource base, and its strategic location in
the Bushveld Complex, offers opportunities for substantial and sustainable long-term production
together with attractive organic growth prospects and optionality. These opportunities can
enhance value for all stakeholders.
2.6.8. In the event that Northam acquires a Controlling Interest, the following additional benefits may be
unlocked for Northam Shareholders:
2.6.8.1. expansion and optimisation of RBPlat’s existing mining footprint, through several
value-unlocking and value-creation initiatives identified by Northam;
2.6.8.2. development of an expanded mining footprint at RBPlat, particularly in respect of the
Styldrift II mineral resources. Northam’s experience and expertise at its Booysendal
mining complex, together with the innovative mode of development of the 3 shaft
project at its Zondereinde mine, bodes well for modular development and growth
initiatives at Styldrift II;
2.6.8.3. the centralisation of certain procurement and other processes, as well as the
elimination of duplicated corporate and other costs. This would streamline and
optimise the cost structure for the larger Combined Group; and
2.6.8.4. enhancement and sustainment of Northam’s dividend yield potential through
increased cash generation across the diversified Combined Group.
2.7. Benefits for other stakeholders
2.7.1. In the event that Northam acquires a Controlling Interest, the RBPlat Empowerment Parties will
participate in Northam’s Extended Empowerment Transaction whereby employees and host and
affected communities of the Combined Group (including RBPlat) will acquire a shareholding
interest of up to 23% in Northam Platinum. Northam’s Extended Empowerment Transaction is a
landmark empowerment initiative by the Northam Group that will enable meaningful participation
by employees and communities in value creation across all of the Northam Group’s operations,
which extend across the full value chain. This will provide tangible financial benefits to the
RBPlat Empowerment Parties. Further information regarding Northam’s Extended Empowerment
Transaction is detailed in the circular to Northam shareholders dated 31 May 2021, available on
Northam’s website at https://www.northam.co.za/downloads/send/152-2021/1362-northam-
circular-to-shareholders-2021.
2.7.2. Expansion and optimisation of RBPlat’s existing mine footprint (as mentioned in
paragraph 2.6.8.1) and development of an expanded mining footprint at RBPlat (as mentioned in
paragraph 2.6.8.2) will have significant positive consequential employment and socio-economic
benefits for RBPlat’s surrounding communities. Northam is desirous of unlocking RBPlat’s value
potential by expanding RBPlat’s production.
2.7.3. Northam is immensely proud to have created more than 11 000 new, meaningful, sustainable
jobs over the past 7 years, during a period which saw limited new mining employment
opportunities, extensive mine closures and significant job losses in the South African mining
industry. Northam has an exemplary track record of creating employment opportunities; achieving
unencumbered value creation for its BEE beneficiaries; and making significant contributions
towards housing initiatives for its employees. Should Northam acquire a Controlling Interest, it is
well positioned to create new employment opportunities and introduce initiatives for the benefit
of RBPlat’s employees and host and affected communities, including those which form part of the
Royal Bafokeng Nation. As previously announced, Northam has already committed to the
development of projects for the benefit of RBPlat’s host and affected communities. These include
building a trade school, assisting small, medium and micro-enterprises (SMMEs) and developing
renewable energy initiatives. These community projects will be jointly promoted and supported
by Northam’s key shareholder, the RBH Group, which represents the commercial interests of the
Royal Bafokeng Nation.
3. INFORMATION REGARDING RBPLAT AND NORTHAM
3.1. RBPlat
3.1.1. RBPlat is an independently operated, mid-tier PGM producer listed on the exchange operated by
the JSE Limited (“JSE”) and originates from a joint venture between
Anglo American Platinum Limited (“Amplats”) and the RBH Group, known as the
Bafokeng Rasimone Platinum Mine Joint Venture.
3.1.2. RBPlat mines PGMs in the Merensky and UG2 reefs on the Boschkoppie, Styldrift and
Frischgewaagd farms in the Rustenburg area of the Bushveld Complex.
3.1.3. RBPlat’s operations include: (i) the Bafokeng Rasimone Platinum mine, which consists of a north
and south decline shaft conventional and hybrid mining operation; (ii) the Styldrift mine, consisting
of a twin vertical shaft mechanised bord and pillar mining operation; (iii) concentrating facilities at
Bafokeng Rasimone Platinum mine; (iv) the Maseve concentrator plant; and (v) the Styldrift II
exploration project to the east of Styldrift. PGM concentrate produced by RBPlat is currently
beneficiated by Rustenburg Platinum Mines Limited, a wholly owned subsidiary of Amplats.
3.1.4. During the 12 months ended 30 June 2022, RBPlat produced approximately 477 000 oz 4E in
concentrate from its own operations.
3.1.5. Styldrift and Styldrift II contain the only known significant shallow high grade Merensky resources
and reserves still available for large-scale mining in South Africa, and are one of the most
significant PGM bearing ore bodies in the world.
3.1.6. More information pertaining to RBPlat is available on its website at www.bafokengplatinum.co.za,
including RBPlat’s condensed consolidated interim results for the 6 months ended 30 June 2022
(which is available at www.bafokengplatinum.co.za/interim-results.php) and RBPlat’s Integrated
Report 2021, Annual Financial Statements 2021 and Mineral Resources and Reserves Statement
2021 (which are available at www.bafokengplatinum.co.za/integrated-reports.php).
3.2. Northam
3.2.1. Northam is an independent, empowered, integrated producer of PGMs listed on the JSE with four
operating mine complexes located in the Bushveld Complex (being the Zondereinde mine,
Booysendal North mine, Booysendal South mine and Eland mine), PGM concentrators at each of
the mines and a Metallurgical complex at Zondereinde as well as a PGM recycling business in the
United States of America. Northam’s primary products are the three main PGMs – platinum,
palladium, rhodium – and gold.
3.2.2. Northam’s primary operations include, inter alia, (i) the Zondereinde mine, an established,
conventional, long-life mine, located on the Western Limb of the Bushveld Complex near the town
of Thabazimbi, with traditional drill and blast narrow tabular reef mining on a standard breast layout
which mines the UG2 and Merensky reefs; (ii) the Booysendal mining complex (comprising the
Booysendal North and Booysendal South mines), consisting of shallow, mechanised, room and
pillar mining operations of both the UG2 and Merensky reefs located on the Eastern Limb of the
Bushveld Complex near the town of Mashishing (formerly Lydenburg); (iii) the Eland mine, located
on the Western Limb of the Bushveld Complex near the town of Brits which employs a shallow
conventional mining method with mechanised ore transport through the use of breast stoping and
underground conveyors to exploit the UG2 reef; (iv) the Northam recovery services operations,
located in Pennsylvania, United States of America, involved in the processing of salvaged
automotive catalytic converters, obtained worldwide from networks of dismantlers, scrap yards,
parts dealers, and manufacturers, to recover platinum, palladium and rhodium; and (v) the
Metallurgical complex located at Zondereinde.
3.2.3. During the 12 months ended 30 June 2022, Northam produced approximately 716 000 oz 4E of
refined metal from its own operations. This represents an increase of approximately 90% in
refined metal produced from Northam’s own operations since implementing its second
empowerment transaction with Zambezi Platinum (RF) Proprietary Limited (formerly,
Zambezi Platinum (RF) Limited) in 2015, demonstrating Northam’s successful track record in
delivering substantial growth.
3.2.4. More information pertaining to Northam is available on its website at www.northam.co.za, including
Northam Holdings’ annual integrated report and annual financial statements for the year ended
30 June 2022 and the Mineral Resources and Mineral Reserves statement as at 30 June 2022
(which are available at www.northam.co.za/investors-and-media/publications/annual-reports).
3.2.5. Should RBPlat become a subsidiary of Northam Holdings as a result of the Transaction,
Northam Holdings will ensure that the provisions of RBPlat’s memorandum of incorporation do
not frustrate Northam Holdings in any way from compliance with its obligations in terms of the
JSE Listings Requirements, as required by Schedule 10 of the JSE Listings Requirements.
4. SALIENT TERMS OF THE TRANSACTION
In terms of the Transaction, Northam intends to acquire all or a portion of the RBPlat Shares in issue, excluding
Treasury Shares, as further detailed below.
4.1. Offer
4.1.1. Northam Holdings will make the Offer by way of a conditional general offer in terms of
section 117(1)(c)(v) of the Companies Act, No. 71 of 2008 (“Companies Act”), as read with
regulation 102 of the Companies Regulations, 2011 (“Regulations”). To the extent that the
mandatory offer provisions of section 123(2) of the Companies Act become applicable as a result
of any Additional Acquisitions, then subject to the necessary changes to the terms and conditions
of the Offer set out herein, the Offer will be a mandatory offer in terms of section 117(1)(c)(vi)
read with section 123 of the Companies Act.
4.1.2. Eligible RBPlat Shareholders will be entitled to accept the Offer in respect of all or some of their
Offer Shares in exchange for the Offer Consideration, as detailed in paragraph 4.1.7.
4.1.3. If Eligible RBPlat Shareholders wish to dispose of all or a portion of their Offer Shares in terms of
the Offer, they will be required to accept the Offer and tender such Offer Shares into the Offer.
Eligible RBPlat Shareholders who do not wish to accept the Offer in respect of all or some of their
Offer Shares will continue to hold such Offer Shares (“Remaining RBPlat Shareholders”),
subject to the provisions of section 124(1) of the Companies Act not becoming applicable or not
being invoked by Northam Holdings, as set out in paragraph 4.1.6.
4.1.4. Implementation of the Offer will be subject to the fulfilment or waiver of the Offer Conditions, as
detailed in paragraph 4.1.8.
4.1.5. Upon implementation of the Offer, Northam Holdings will acquire all the Offer Shares tendered
into the Offer by the Offer Participants (“Tendered Offer Shares”). Accordingly, Northam’s
shareholding in RBPlat following implementation of the Offer will be subject to the level of
acceptance of the Offer by the Eligible RBPlat Shareholders and the number of RBPlat Shares
acquired by Northam in terms of the Additional Acquisitions.
4.1.6. If the Offer is accepted by Offer Participants holding at least 90% of the RBPlat Shares in issue
other than Treasury Shares and any RBPlat Shares held before the Offer by Northam Holdings,
persons related or inter-related to Northam Holdings (as defined in the Companies Act), and
persons acting in concert with Northam Holdings (as defined in the Companies Act), or a nominee
or subsidiary of any such person or persons, then Northam Holdings may, at its election, invoke
the provisions of section 124(1) of the Companies Act to compulsorily acquire all of the
Offer Shares held by the Remaining RBPlat Shareholders.
4.1.7. Offer Consideration
4.1.7.1. In the event that the Offer is implemented, Northam Holdings will acquire all the
Tendered Offer Shares for the Offer Consideration.
4.1.7.2. The table below illustrates the Offer Consideration premium:
Market Offer 30 trading Offer
price Consideration day VWAP Consideration
(Note 1) premium (Note 2) premium
As at the R151.53 14.0% R143.57 20.3%
Reference Date
As at R94.80 82.2% R83.32 107.3%
26 October 2021
(Note 3)
Notes:
1. The “market price” represents the closing price of an RBPlat Share on the JSE on the
relevant stated date.
2. The “30 trading day VWAP” represents the VWAP at which an RBPlat Share traded on
the JSE for the 30 trading days up to and including the relevant stated date.
3. Being the business day prior to the joint cautionary announcement published by Implats
and RBPlat on SENS on 27 October 2021.
4.1.7.3. The Offer Consideration will be settled in cash or a combination of cash and the issue
of Northam Holdings Shares, depending on the level of acceptance of the Offer by
Eligible RBPlat Shareholders.
4.1.7.4. Subject to Northam Holdings exercising its right as envisaged in paragraph 4.1.7.10,
the maximum aggregate cash amount of the Offer Consideration is R10 billion
(“Maximum Cash Consideration”). The Maximum Cash Consideration will be funded
from Northam’s available cash reserves and debt facilities.
4.1.7.5. Accordingly, subject to any adjustments to the Offer Consideration as envisaged in
paragraphs 4.1.7.9 and 4.1.7.10, to the extent that the aggregate number of
Tendered Offer Shares is:
4.1.7.5.1. less than or equal to 57 903 879 Offer Shares (amounting to 30.5% of
the Offer Shares or 19.9% of all RBPlat Shares in issue), then the total
Offer Consideration in respect of the Tendered Offer Shares will not
exceed the Maximum Cash Consideration and the Offer Consideration
will accordingly be fully settled in cash only; or
4.1.7.5.2. more than 57 903 879 Offer Shares, then the total Offer Consideration
in respect of the Tendered Offer Shares will exceed the
Maximum Cash Consideration and a portion of the Offer Consideration
will accordingly be settled by way of the Cash Consideration (by
apportioning the Maximum Cash Consideration on a pro rata basis in
respect of the Tendered Offer Shares) and the balance by way of the
Share Consideration. Subject to rounding as envisaged in
paragraph 4.1.7.11, the Cash Consideration to be settled per
Tendered Offer Share will be calculated in accordance with the
following formula:
b
a=
c
where:
a = Cash Consideration per Tendered Offer Share (limited to the
Offer Consideration);
b = Maximum Cash Consideration; and
c = the aggregate number of Tendered Offer Shares of all
Offer Participants.
The value of the Share Consideration to be settled in respect of each
Tendered Offer Share will be calculated as the Offer Consideration less
the Cash Consideration per Tendered Offer Share.
4.1.7.6. Subject to rounding, the number of Northam Holdings Shares to be issued in
settlement of the Share Consideration (if any) will be determined by reference to an
amount of R187.89 per Northam Holdings Share (“Reference Price”), reflecting the
3 trading day VWAP of a Northam Holdings Share as at the Reference Date.
4.1.7.7. If all the Offer Shares (other than the Call Option Shares which are subject to the
provisions of the RBH Acquisition Agreements) are tendered into the Offer by
Offer Participants, then subject to any adjustments to the Offer Consideration as
envisaged in paragraphs 4.1.7.9 and 4.1.7.10:
4.1.7.7.1. the Cash Consideration to be settled to each Offer Participant will
amount to no less than R54.40 per Tendered Offer Share; and
4.1.7.7.2. subject to rounding, the maximum aggregate number of
Northam Holdings Shares to be issued to Offer Participants in
settlement of the Share Consideration will be 115 730 669
Northam Holdings Shares (“Maximum Offer Consideration Shares”).
4.1.7.8. The table below sets out an illustrative example of the composition of the Offer
Consideration assuming, inter alia, (i) varying levels of acceptance of the Offer; and
(ii) that the Offer Shares amount to 189 955 059 RBPlat Shares (being a total of
290 334 425 RBPlat Shares in issue as at 30 June 2022 less
100 219 552 RBPlat Shares held by Northam Holdings and 159 814 Treasury Shares,
per the RBPlat Condensed Consolidated Interim Results for the 6 months ended
30 June 2022):
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Share
Consideration
Northam (number of
shareholding in Northam
Level of Tendered RBPlat post Holdings
acceptance of Offer Shares implementation Total Offer Total Cash Total Share Cash Share Shares per
the Offer as a (Number of of the Offer Consideration Consideration Consideration Consideration Consideration Reference Tendered Offer
% of the Offer RBPlat (%) (R’m) (R’m) (R’m) (R/share) (R/share) Price Share)
Shares Shares) (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (R/share) (Note 7)
96.8% 183 809 261
97.9% 31 744 10 000 21 744 54.40 118.30 187.89 0.63
(Note 8) (Note 8)
90% 170 959 553 93.5% 29 525 10 000 19 525 58.49 114.21 187.89 0.61
80% 151 964 047 86.9% 26 244 10 000 16 244 65.80 106.90 187.89 0.57
70% 132 968 541 80.4% 22 964 10 000 12 964 75.20 97.50 187.89 0.52
60% 113 973 035 73.8% 19 683 10 000 9 683 87.74 84.96 187.89 0.45
50% 94 977 530 67.3% 16 403 10 000 6 403 105.28 67.42 187.89 0.36
40% 75 982 024 60.7% 13 122 10 000 3 122 131.61 41.09 187.89 0.22
30% 56 986 518 54.2% 9 842 9 842 - 172.70 - 187.89 -
20% 37 991 012 47.6% 6 561 6 561 - 172.70 - 187.89 -
10% 18 995 506 41.1% 3 281 3 281 - 172.70 - 187.89 -
Notes:
1. The aggregate of the Tendered Offer Shares (column A) and the 100 219 552 RBPlat Shares acquired by Northam Holdings pursuant to the Initial Acquisitions, divided by the number of RBPlat Shares in issue, excluding Treasury Shares.
2. Tendered Offer Shares (column A) multiplied by the Offer Consideration of R172.70.
3. Total Offer Consideration (column C) limited to the Maximum Cash Consideration of R10 billion. Northam Holdings retains the right to increase the Maximum Cash Consideration as set out in paragraph 4.1.7.10.
4. Total Offer Consideration (column C) less the total Cash Consideration (column D).
5. Total Cash Consideration (column D) divided by the Tendered Offer Shares (column A), rounded down to the nearest cent. See paragraph 4.1.7.11 for the applicable rounding principles.
6. Offer Consideration of R172.70 less the Cash Consideration (column F).
7. Share Consideration (column G) divided by the Reference Price (column H), rounded to 2 decimals for purposes of this table.
8. This figure excludes the Call Option Shares, amounting to 6 145 798 RBPlat Shares, which are subject to the provisions of the call option arrangement set out in the RBH Acquisition Agreements.
4.1.7.9. In the event of:
4.1.7.9.1. a share split occurring, or one or more increases to the issued share
capital of RBPlat, in each case resulting in an increase to the number
of Offer Shares after the date of this announcement, Northam Holdings
shall be entitled to, in its sole discretion, reduce the Offer Consideration
per Offer Share so as to ensure that the aggregate Offer Consideration
payable in respect of all the Offer Shares immediately prior to the
relevant increase remains the same immediately thereafter; and/or
4.1.7.9.2. any one or more distributions (as defined in the Companies Act) being
declared in respect of one or more RBPlat Shares after the date of this
announcement, where the record date of such distribution is before the
date on which the Offer is implemented, Northam Holdings shall be
entitled to, in its sole discretion, reduce the Offer Consideration by the
aggregate amount of such distribution/s per Offer Share or a portion
thereof,
on the basis that Northam Holdings will be entitled to, in its sole discretion, give effect
to such reduction to the Offer Consideration (if any) by reducing the
Cash Consideration and/or the Share Consideration.
4.1.7.10. Northam Holdings shall be entitled to, in its sole discretion, increase the
Offer Consideration from time to time by increasing the Cash Consideration (thereby
increasing the Maximum Cash Consideration) and/or the Share Consideration
(thereby increasing the Maximum Offer Consideration Shares). In addition,
Northam Holdings shall be entitled to, in its sole discretion, increase the
Cash Consideration (thereby increasing the Maximum Cash Consideration) from time
to time in which event the Share Consideration will be decreased by an equal amount,
such that the total Offer Consideration remains the same.
4.1.7.11. If the Cash Consideration per Tendered Offer Share payable to an Offer Participant
results in a fraction of a cent, the Cash Consideration per Tendered Offer Share will
be rounded down to the nearest cent.
4.1.7.12. No fractions of Northam Holdings Shares will be issued. If the aggregate
Share Consideration to be settled to an Offer Participant results in a fraction of a
Northam Holdings Share, the aggregate Share Consideration will be rounded down
to the nearest whole number and the aggregated fractions of the
Northam Holdings Shares to which all Offer Participants are entitled will be sold in the
market (including, if so determined by Northam Holdings, by way of a bookbuild or
secondary placement process), as soon as reasonably practicable after
implementation of the Offer, and the net proceeds from such sale will be remitted to
such Offer Participants. Accordingly, Offer Participants will receive the cash value of
their fractional entitlements to Northam Holdings Shares in terms of the
Share Consideration as determined in accordance with the
JSE Listings Requirements.
4.1.7.13. Offer Participants who are foreign persons resident, domiciled or located in restricted
jurisdictions or who Northam Holdings has reason to believe are resident, domiciled
or located in restricted jurisdictions (“Restricted Foreign RBPlat Shareholders”) will,
unless Northam Holdings is satisfied that there is an applicable exemption available
under the securities laws of the relevant jurisdiction, not be entitled to receive
Northam Holdings Shares in terms of the Share Consideration. Instead, the relevant
Northam Holdings Shares will be sold in the market (including, if so determined by
Northam Holdings, by way of a bookbuild or secondary placement process) as soon
as reasonably practicable after implementation of the Offer, and the net proceeds from
such sales will be remitted to Restricted Foreign RBPlat Shareholders. Should there
be any doubt, RBPlat Shareholders who are foreign persons resident, domiciled or
located in restricted jurisdictions should consult their professional advisor in the
relevant jurisdiction. Further details regarding the position of foreign
RBPlat Shareholders will be set out in the Northam Offer Circular (defined in
paragraph 4.1.13).
4.1.7.14. The tax implications of the Offer are dependent on the individual circumstances of the
Offer Participant concerned and the tax jurisdiction applicable to such
Offer Participant. It is recommended that Offer Participants seek their own appropriate
professional advice in this regard.
4.1.8. Offer Conditions
4.1.8.1. Implementation of the Offer will be subject to the fulfilment or waiver (as set out in
paragraph 4.1.8.2) of the following conditions precedent, that by no later than 17:00
on Friday, 30 June 2023:
4.1.8.1.1. the requisite majority of Northam Shareholders adopt such resolutions
as may be required in terms of the JSE Listings Requirements and the
Companies Act in order to authorise the implementation of the Offer;
4.1.8.1.2. Eligible RBPlat Shareholders accept the Offer in respect of so many
Offer Shares as will result in Northam acquiring at least 50% + 1 of the
RBPlat Shares in issue, excluding Treasury Shares but including
RBPlat Shares already held by Northam, the Call Option Shares and any
other RBPlat Shares acquired by Northam outside of the Offer, upon
implementation of the Offer, or such lower percentage as
Northam Holdings may notify RBPlat Shareholders of by way of a SENS
announcement to such effect;
4.1.8.1.3. all approvals, consents, notifications, exemptions and/or waivers from
those authorities necessary in terms of any applicable law to implement
the Offer are received on an unconditional basis or, subject to any
obligation, undertaking, condition or qualification, as may be reasonably
acceptable to Northam Holdings; and
4.1.8.1.4. to the extent required, the written unconditional consent or waiver (or
subject to such conditions as may be reasonably acceptable to
Northam Holdings), from the relevant counterparties to any material
contracts to which the Northam Group is a party, is obtained in relation
to the Offer and its implementation where, but for such consent or waiver,
the Offer or its implementation would result in a material adverse
consequence for a member of the Northam Group under such contracts
including (i) a breach or default by a member of the Northam Group; (ii)
a liability (or increased liability) on the part of a member of the Northam
Group in an aggregate amount of R100 million or more; and/or (iii) a
change to (or right by the counter-party to the contract to change) the
terms of such contract,
(collectively, the “Offer Conditions”).
4.1.8.2. Northam Holdings will be entitled, in its sole discretion, to waive any one or more of the
Offer Conditions in whole or in part at any time prior to the relevant Offer Condition
failing (to the extent that such waiver is legally permissible) by publishing a SENS
announcement to such effect.
4.1.8.3. The time and/or date for fulfilment or waiver of any one or more of the Offer Conditions
may be extended from time to time by Northam Holdings in its sole discretion at any
time prior to the relevant Offer Condition failing, by publishing a SENS announcement
to such effect.
4.1.9. Cash confirmation
4.1.9.1. Northam will utilise its available cash reserves and funding facilities to settle the
Cash Consideration payable to Offer Participants.
4.1.9.2. The total cash funding requirement for the Offer is dependent upon the number of
Tendered Offer Shares, but will not exceed the Maximum Cash Consideration.
4.1.9.3. In accordance with Regulations 111(4) and 111(5), Nedbank Limited (acting through its
Nedbank Corporate and Investment Banking division) has issued a cash confirmation
to the Takeover Regulation Panel (“TRP”) for the Maximum Cash Consideration.
4.1.10. Confirmation of sufficient securities to settle the Share Consideration
4.1.10.1. The total number of Northam Holdings Shares to be issued to Offer Participants in
settlement of the Share Consideration, pursuant to the implementation of the Offer:
4.1.10.1.1. is dependent upon (i) the Offer Consideration; (ii) the
Share Consideration; and (iii) the level of acceptance of the Offer and
the number of Tendered Offer Shares; and
4.1.10.1.2. shall not exceed the Maximum Offer Consideration Shares, unless the
Offer Consideration is increased, as envisaged in paragraph 4.1.7.10,
thereby requiring an increase in the Share Consideration.
4.1.10.2. It is confirmed that Northam Holdings has sufficient authorised but unissued
Northam Holdings Shares available for settlement of the Maximum Offer
Consideration Shares.
4.1.11. Categorisation for Northam Holdings
The Offer amounts to a category 1 transaction for Northam Holdings as contemplated in section 9
of the JSE Listings Requirements. Accordingly, implementation of the Offer will be subject to, inter
alia, Northam Shareholder approval in terms of paragraph 9.20(b) of the JSE Listings
Requirements.
4.1.12. Other salient terms
4.1.12.1. The Offer will terminate with immediate effect, inter alia, upon the occurrence of the
following events:
4.1.12.1.1. if any Offer Condition becomes incapable of fulfilment, and, if such
Offer Condition (i) may be waived by Northam Holdings (as envisaged
in paragraph 4.1.8.2), Northam Holdings notifies RBPlat Shareholders
by way of a SENS announcement that it will not waive that
Offer Condition; or (ii) may not be waived by Northam Holdings,
Northam Holdings notifies RBPlat Shareholders by way of a SENS
announcement that the Offer Condition has become incapable of
fulfilment;
4.1.12.1.2. if all of the Offer Conditions have not been fulfilled or waived on or before
the relevant date (as may be extended by Northam Holdings in its sole
discretion from time to time, as set out in paragraph 4.1.8.3) for fulfilment
or waiver; and/or
4.1.12.1.3. if, prior to all of the Offer Conditions being fulfilled or waived,
Northam Holdings notifies RBPlat Shareholders by way of a SENS
announcement to such effect within 10 business days of a
Material Adverse Change occurring (whether or not it is continuing). For
purposes of this paragraph, a Material Adverse Change means:
4.1.12.1.3.1. any one or more of the following events occurring for
5 or more consecutive trading days at any time after
publication of this announcement:
4.1.12.1.3.1.1. the platinum closing price on any date,
falling and remaining below
USD700.00 per oz; or
4.1.12.1.3.1.2. the palladium closing price on any date,
falling and remaining below
USD1 200.00 per oz; or
4.1.12.1.3.1.3. the rhodium closing price on any date,
falling and remaining below
USD9 000.00 per oz; or
4.1.12.1.3.1.4. the ZAR/USD exchange is equal to or
less than R13.50; or
4.1.12.1.3.1.5. the closing 4E ZAR basket price on any
date, falling and remaining below
ZAR33 000 per oz, based on a prill split
of platinum: 60%, palladium: 30%,
rhodium: 9% and gold: 1%; or
4.1.12.1.3.2. the production output (in 4E ounces) of RBPlat and its
subsidiaries for any rolling three-month period, as
published by RBPlat after the date of this
announcement, reduces by more than 15% in
comparison to the preceding three-month period.
4.1.12.2. Northam Holdings will be entitled to, in its sole discretion (but subject to the prior written
consent of the TRP to the extent required), amend, vary, revise or modify any of the
terms and conditions of the Offer from time to time by publishing a SENS
announcement to such effect.
4.1.13. The full terms and conditions of the Offer will be set out in the Offer circular to be issued by
Northam Holdings to RBPlat Shareholders in terms of Regulation 106 (“Northam Offer Circular”).
4.2. Additional Acquisitions
4.2.1. Northam may from time to time acquire RBPlat Shares from RBPlat Shareholders outside of the
Offer, pursuant to, inter alia:
4.2.1.1. the RBH Acquisition Agreements (as detailed in the Announcements); and
4.2.1.2. Northam acquiring RBPlat Shares from RBPlat Shareholders outside of the Offer.
4.2.2. Implementation of the Additional Acquisitions will be subject to, inter alia:
4.2.2.1. the requisite majority of Northam Shareholders adopting such resolutions as may be
required in terms of the JSE Listings Requirements and the Companies Act in order
to authorise the implementation of the relevant Additional Acquisitions;
4.2.2.2. to the extent required, all approvals, consents, notifications, exemptions and/or waivers
from those authorities necessary in terms of any applicable law to implement the
relevant Additional Acquisitions are received on an unconditional basis or, subject to
any obligation, undertaking, condition or qualification, as may be reasonably acceptable
to Northam; and
4.2.2.3. to the extent required, the written unconditional consent or waiver (or subject to such
conditions as may be reasonably acceptable to Northam), from the relevant
counterparties to any material contracts to which the Northam Group is a party, is
obtained in relation to the Additional Acquisitions and their implementation where, but
for such consent or waiver, the Additional Acquisitions or their implementation would
result in a material adverse consequence for a member of the Northam Group under
such contracts including (i) a breach or default by a member of the Northam Group;
(ii) a liability (or increased liability) on the part of a member of the Northam Group; and/or
(iii) a change to (or right by the counter-party to the contract to change) the terms of
such contract,
(collectively, the “Additional Acquisition Conditions”).
4.2.3. Northam will be entitled, in its sole discr ...
