Update regarding the composite transaction - foreign shareholder restrictions
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
UPDATE REGARDING THE COMPOSITE TRANSACTION - FOREIGN SHAREHOLDER RESTRICTIONS
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 accompanied by the prospectus in
respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the "Scheme Documents").
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,
Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021 and Tuesday, 7 September 2021
as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite
2. FOREIGN SHAREHOLDER RESTRICTIONS
The information contained in this section is only a summary of certain information set out in the Scheme Documents
regarding the position of Shareholders who have a registered address outside of South Africa, or who are resident,
domiciled or located in, or who are citizens of, a country other than South Africa ("Foreign Shareholders"), and is
therefore not exhaustive.
Foreign Shareholders who are in doubt about their position should consult their CSDP or Broker or
professional advisors in the relevant jurisdiction.
2.1. Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the
Northam Holdings Shares contained in paragraph 52 of the Circular
paragraph 3.2 of section 2 of the Northam Holdings Prospectus
2.2. Foreign Shareholders are reminded that participation in, and the implications of, the Northam Scheme may
be affected by the laws of the relevant jurisdiction applicable to a Foreign Shareholder.
2.3. It is the responsibility of a Foreign Shareholder (including nominees, agents and trustees for such Foreign
Shareholder) to ensure that the Northam Scheme Consideration is not issued to such Foreign Shareholder
without the observance of the laws and regulatory requirements of the relevant jurisdiction, including the
process of obtaining any governmental, exchange control or other consents, the making of any filings which
may be required, the compliance with other necessary formalities and the payment of any transfer or other
taxes or other requisite payments due in such jurisdiction and, if required, satisfy Northam and/or Northam
Holdings that all relevant formalities have been complied with or that there is an applicable exemption under
the securities laws of the relevant jurisdiction.
2.4. In the case of Restricted Foreign Shareholders, the Northam Scheme Consideration in respect of the
Northam Shares held by them will be placed into an account with Computershare and sold and the net
proceeds will be remitted to such Restricted Foreign Shareholders, unless Northam Holdings is satisfied that
there is an applicable exemption available under the securities laws of the relevant Restricted Jurisdiction.
There is no guarantee that any exemption will be available, and Northam and Northam Holdings reserve the
right to provide a cash remittance at their sole discretion. In the circumstances, Restricted Foreign
Shareholders who trade in their entitlements to Northam Holding Shares prior to the implementation of the
Northam Scheme on Monday, 20 September 2021 may not be able to settle such trades.
2.5. In the case of any irregularities or uncertainty regarding whether a Foreign Shareholder is a Restricted
Foreign Shareholder or whether reliance may be placed on any exemption under the securities laws of a
jurisdiction, the determination of Northam Holdings shall be final.
2.6. Foreign Shareholders are accordingly advised to exercise caution when dealing in entitlements to
Northam Holdings Shares until the implementation of the Northam Scheme on Monday,
20 September 2021 and their entitlements to Northam Holdings Shares have been confirmed in.
In addition to the information set out above, Shareholders located in the United States are advised as follows.
2.7. The Northam Holdings Shares being offered pursuant to the Northam Scheme Consideration have not been
and will not be registered in the United States under 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 within the United States absent registration under the U.S. Securities Act or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In addition,
Northam Holdings has not been and will not be registered under the Investment Company Act and investors
will not be entitled to the benefits of the Investment Company Act.
2.8. Shareholders located in the United States (as defined in Regulation S under the U.S. Securities Act) who
are qualified institutional buyers ("QIBs") (as defined in Rule 144A under the U.S. Securities Act) may receive
the Northam Scheme Consideration. Shareholders who are located in the United States and who are QIBs
are herein referred to as "Eligible U.S. Shareholders".
2.9. Eligible U.S. Shareholders must execute and deliver an investor letter, in a form satisfactory to Northam
Holdings to the effect that such person is a QIB and satisfies certain other requirements.
2.10. A template investor letter can be obtained from One Capital Advisory Proprietary Limited
(firstname.lastname@example.org). A completed investor letter must be submitted for verification prior to the
issue of Northam Holdings Shares and must be sent to email@example.com as soon as possible
so as to be received by no later than 12:00 (South African Standard Time) on Friday,
17 September 2021, failing which the relevant Northam Scheme Consideration will be treated in accordance
with the provisions of paragraph 2.4 above.
2.11. For the avoidance of doubt, a Shareholder located in the United States (as determined by reference to the
information available to Northam Holdings including the information set out in the Register) who holds
Northam Shares in its capacity as a custodian for underlying clients ("Custodian US Shareholder") is
required to complete an investor letter, failing which the relevant Northam Scheme Consideration will be
treated in accordance with the provisions of paragraph 2.4 above. Custodian US Shareholders who are
unable to provide investor letters and wish to receive the Northam Scheme Consideration in respect of all of
a portion of the Northam Shares held by them are advised to contact One Capital Advisory Proprietary
Limited (firstname.lastname@example.org) as soon as possible and in any event by no later than 12:00 on
Friday, 17 September 2021.
2.12. Furthermore, an Eligible U.S. Shareholder who is a Certificated Shareholder or a Dematerialised
Shareholder with "own name" registration must submit the Application and Surrender Form to the Transfer
Secretaries by no later than 12:00 (South African Standard Time) on Friday, 17 September 2021, as
follows: (i) by hand: Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa;
(ii) by post: PO Box 61763, Marshalltown, 2107, South Africa; or (iii) by email:
email@example.com. Notwithstanding that such Eligible U.S. Shareholder may have
delivered the requisite investor letter, should such Shareholder not have delivered a duly completed
Application and Surrender Form, such Shareholder will become an Issuer Nominee Shareholder and the
Northam Scheme Consideration in respect of the Northam Scheme Shares held by it will be issued in
accordance with paragraph 15.4 of the Circular.
2.13. Any Northam Holdings Shares received by an Eligible U.S. Shareholder will be "restricted securities" (as
defined in Rule 144 under the U.S. Securities Act of 1933, as amended) and will be subject to restrictions on
transferability set forth in the investor letter, including those described in paragraph 52 of the Circular and
paragraph 3.3 of section 2 of the Northam Holdings Prospectus.
2.14. Shareholders located in the United States should contact One Capital Advisory Proprietary Limited
(firstname.lastname@example.org), as soon as possible, if there are any queries on, inter alia, the investor
letter or the abovementioned process.
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.
15 September 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
Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited
Counsel to Northam and Northam Holdings as to English and US law
Allen & Overy LLP
Foreign Shareholders are referred to the disclaimer in the Announcement which applies to this announcement.
Date: 15-09-2021 08:54:00
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