Try our mobile app
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”)
INCREASE TO THE MAXIMUM CASH CONSIDERATION IN RELATION TO THE OFFER, FROM R10 BILLION TO
R17 BILLION, AND FURTHER INFORMATION
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the firm intention announcement published by Northam Holdings on SENS on
Wednesday, 9 November 2022 (“Announcement”).
1. INTRODUCTION
Northam Shareholders and RBPlat Shareholders (collectively, “Shareholders”) are referred to the Announcement
in terms of which Northam announced its firm intention to make an offer to RBPlat Shareholders to acquire all the
Offer Shares for the Offer Consideration.
2. INCREASE TO THE MAXIMUM CASH CONSIDERATION IN RELATION TO THE OFFER
2.1. As stated in the Announcement, Northam is entitled to, in its sole discretion, inter alia, increase the Cash
Consideration in relation to the Offer (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.
2.2. Shareholders are hereby advised that Northam has increased the Maximum Cash Consideration by an
amount of R7 billion, such that the Maximum Cash Consideration has increased to R17 billion (“Increased
Maximum Cash Consideration”). The Share Consideration has consequently been decreased by an equal
amount, such that the total Offer Consideration, representing R172.70 as at 8 November 2022, remains the
same.
2.3. As illustrated in the example of the composition of the Offer Consideration contained in paragraph 2.8 below,
the Increased Maximum Cash Consideration results in a minimum Cash Consideration per Offer Share of
R92.48, which will ratchet up to a maximum of R172.70 depending on the level of acceptance of the Offer.
2.4. If Implats does not accept the Offer then, based on its current shareholding in RBPlat of 40.71%, the Offer
Consideration of R172.70 payable in respect of Tendered Offer Shares will be fully settled in cash only.
2.5. Accordingly, subject to any further adjustments to the Offer Consideration as envisaged in paragraphs
4.1.7.9 and 4.1.7.10 of the Announcement, to the extent that the aggregate number of Tendered Offer Shares
is:
2.5.1. less than or equal to 98 436 595 Offer Shares (amounting to c. 51.8% of the Offer Shares or
c. 33.9% of all RBPlat Shares in issue), then the total Offer Consideration in respect of the
Tendered Offer Shares will not exceed the Increased Maximum Cash Consideration and the Offer
Consideration will accordingly be fully settled in cash only; or
2.5.2. more than 98 436 595 Offer Shares, then the total Offer Consideration in respect of the Tendered
Offer Shares will exceed the Increased Maximum Cash Consideration and a portion of the Offer
Consideration will accordingly be settled by way of the Cash Consideration (by apportioning the
Increased 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, the Cash
Consideration to be settled per Tendered Offer Share will be calculated in accordance with the
formula contained in paragraph 4.1.7.5.2 of the Announcement.
2.6. As a result of the Increased Maximum Cash Consideration:
2.6.1. Northam will be in a position to increase its shareholding in RBPlat to:
2.6.1.1. c. 68.4% of all the RBPlat Shares in issue, excluding the acquisition of any Call Option
Shares, for cash only (i.e. without issuing any Northam Holdings Shares); and
2.6.1.2. c. 70.5% of all the RBPlat Shares in issue, including the acquisition of all the Call Option
Shares and to the extent that the purchase consideration in respect thereof is settled in
cash, for cash only (i.e. without issuing any Northam Holdings Shares); and
2.6.2. RBPlat Shareholders will receive a minimum Cash Consideration of R92.48 per Tendered Offer
Share if all the Offer Shares (other than the Call Option Shares) are Tendered into the Offer by
RBPlat Shareholders (including Implats).
2.7. Northam retains the right to, in its sole discretion, (i) increase the Offer Consideration from time to time by
increasing the Cash Consideration and/or the Share Consideration and (ii) further increase the 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.
2.8. The table below sets out an illustrative example of the composition of the Offer Consideration based on the
Increased Maximum Cash Consideration and the same assumptions as set out in paragraph 4.1.7.8 of the
Announcement:
(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
% of the Offer RBPlat (%) (R’m) (R’m) (R’m) (R/share) (R/share) Price Offer 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 17 000 14 744 92.48 80.22 187.89 0.43
(Note 8) (Note 8)
90% 170 959 553 93.5% 29 525 17 000 12 525 99.43 73.27 187.89 0.39
80% 151 964 047 86.9% 26 244 17 000 9 244 111.86 60.84 187.89 0.32
70% 132 968 541 80.4% 22 964 17 000 5 964 127.84 44.86 187.89 0.24
60% 113 973 035 73.8% 19 683 17 000 2 683 149.15 23.55 187.89 0.13
50% 94 977 530 67.3% 16 403 16 403 - 172.70 - 187.89 -
40% 75 982 024 60.7% 13 122 13 122 - 172.70 - 187.89 -
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 Increased Maximum Cash Consideration of R17 billion. Northam Holdings retains the right to further increase the Increased Maximum Cash Consideration as set out in paragraph 4.1.7.10 of the
Announcement.
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 of the Announcement 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.
2.9. In accordance with Regulations 111(4) and 111(5), an updated cash confirmation and a bank guarantee
have been provided to the TRP which in aggregate secure the settlement of the Increased Maximum Cash
Consideration.
2.10. All other terms and conditions of the Offer remain unchanged.
2.11. An announcement will be published on SENS in due course wherein Shareholders will be provided with
further details relating to the Transaction, including the Offer, the General Meeting and the related salient
dates and times.
3. FURTHER INFORMATION
Northam wishes to bring the following matters to the attention of RBPlat Shareholders:
3.1. In terms of the Implats circular to RBPlat Shareholders dated 17 January 2022 (“Implats Offer”), in light of
the Implats Offer not having been declared wholly unconditional by midnight on the 65th business day after
the opening date, RBPlat Shareholders who have accepted the Implats Offer are currently entitled to
withdraw such acceptances.
3.2. RBPlat Shareholders are referred to the announcements published by the TRP on SENS
on 13 September 2022 (http://www.profiledata.co.za/JSE_SENS_PDF/history/2022/09/13/SENS_2022091
3_S465768.pdf) and 11 November 2022 (http://www.profiledata.co.za/JSE_SENS_PDF/history/2022/11/11
/SENS_20221111_S468257.pdf), respectively, regarding the misleading and factually incorrect
communications sent to certain RBPlat Shareholders requiring them to make an immediate election in
respect of the Implats Offer.
4. RESPONSIBILITY STATEMENT
The Northam Holdings board of directors (to the extent that the information relates to the Northam Group)
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 the
Northam Group is true and this announcement does not omit anything that is likely to affect the importance of such
information.
Johannesburg
12 December 2022
Corporate Advisor, Sponsor and Transaction Corporate Advisor, Debt Sponsor and Transaction
Sponsor to Northam Holdings Sponsor to Northam Platinum
One Capital One Capital
Attorneys to Northam Holdings and Northam
Independent Sponsor to Northam Holdings
Platinum
Deloitte
Webber Wentzel
Disclaimer
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be
any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the
registration or qualification requirements under the securities laws of such jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons
in such jurisdictions into which this announcement is released, published or distributed should inform themselves about
and observe such restrictions. Foreign Shareholders who are in any doubt as to their position should consult their
professional advisors.
In relation to each Member State of the European Economic Area (each, an “EEA Relevant State”), this announcement
and any other material in relation to the securities described herein or therein is only directed at, and any investment or
investment activity to which this announcement relates is available only as follows: (A) to any legal entity which is a
qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (an “EEA
Qualified Investor”); (B) to fewer than 150 natural or legal persons (other than EEA Qualified Investors) in that EEA
Relevant State; or (C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
In the United Kingdom, this announcement and any other material in relation to the securities described herein or therein
is only directed at, and any investment or investment activity to which this announcement relates is available only as
follows: (A) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (a “UK Qualified Investor”); (B)
to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (C) in any other circumstances falling
within Section 86 of the Financial Services and Markets Act 2000
Notice to US investors in RBPlat
The Offer will be made to RBPlat Shareholders in the United States in compliance with the applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 as amended (the
“Exchange Act”), and the exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c)
under the Exchange Act.
The Northam Holdings Shares being offered pursuant to the Offer have not been and will not be registered in the United
States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state
of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold, taken up,
exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent
of registration under the U.S. Securities Act and in compliance with any applicable state securities laws, or pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The financial
information included in this announcement has been prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies.
It may be difficult for US holders of RBPlat Shares to effect service of process within the United States and to enforce
their rights and any claim arising out of the US federal securities laws against RBPlat and/or Northam Holdings, since
RBPlat and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be
residents of a non-US jurisdiction. US holders of RBPlat Shares may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court’s judgement.
Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has
approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal offence in the United States.
RBPlat Shareholders in the United States should note that the Northam Holdings Shares are securities in a South African
company, and the Offer is subject to South African procedural and disclosure requirements, rules and practices which
are different from those of the United States and are proposed to be implemented by way of the Offer. You should be
aware that Northam Holdings and its affiliates or brokers may purchase shares in RBPlat otherwise than under the Offer,
such as in open market or privately negotiated purchases, to the extent permitted by, and in compliance with, Rule 14e-
5 under the Exchange Act and in accordance with South African law. Information about any such purchases or
arrangements to purchase that is made public in accordance with South African law and practice will be available to all
investors (including in the United States) via announcements on SENS.
