Northam has acquired an additional 16.7 million Zambezi preference shares for a total cash consideration of approximately R1.27 billion (“ZPLP acquisition”).
Northam now holds a total of 53 376 850 Zambezi preference shares representing approximately 33.38% of all Zambezi preference shares in issue.
As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon.
Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue.
The ZPLP acquisition is not a categorised transaction in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only.
In terms of the programme memorandum in respect of Northam’s ZAR5 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“DMTN Programme”), the board of directors of Northam has approved an increase in the Programme nominal amount from ZAR5 000 000 000 to ZAR10 000 000 000.
This increase will provide Northam with additional funding flexibility.
The company has also completed a private placement of notes to the value of R1.27 billion (“new notes”) under its DMTN Programme, in an amount equal to the consideration payable under the ZPLP acquisition.
The new notes were placed as a new tranche under the NHM014 series and were listed on the Interest Rate Market of the JSE today, 3 April 2020.
The new notes were issued on the same terms as the NHM014 series with a maturity date of 20 November 2021 and a floating interest rate of 3-month ZAR-JIBAR plus 2.5%, with interest payable quarterly.
Following the placement of the new notes, the total aggregate nominal amount of notes in issue under the DMTN Programme amounts to R5.445 billion.