NORTHAM PLATINUM HOL

NPH
End-of-day quote Johannesburg Stock Exchange - 06:00:00 2023-01-25 pm EST
180.48 ZAR -1.67%

Northam Platinum Holdings Limited (JSE:NPH) intention to make the Offer to acquire remaining 62.2% stake in Royal Bafokeng Platinum Limited (JSE:RBP) for SAR 32.4 billion.

11/09/2022 | 12:00am
Northam Platinum Holdings Limited (JSE:NPH) intention to make the Offer to acquire remaining 62.2% stake in Royal Bafokeng Platinum Limited (JSE:RBP) for ZAR 32.4 billion on November 9, 2022. Under the terms of transaction, Northam Platinum will acquire 189 million shares at offer consideration of ZAR 172.70 per RBPlat Share. 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. Maximum aggregate cash amount of the Offer Consideration is ZAR 10 billion (“Maximum Cash Consideration”). On December 12, 2022, Northam increased the cash consideration to ZAR 17 billion, and reduced the share consideration by ZAR 7 billion. The Maximum Cash Consideration will be funded from Northam's available cash reserves and debt facilities. 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”).Northam Holdings currently holds 100,219,552 RBPlat Shares, representing c. 34.52% of all RBPlat Shares in issue. Rotshidzwa Manenzhe fulfils the role of interim chief financial officer till December 31, 2022. Northam has advised in the Firm Intention Announcement that the Northam Offer Circular will be issued by Northam within 20 business days of the publication of the Firm Intention Announcement, being on or about 7 December 2022, RBPlat has constituted an independent board of directors committee for the purpose of this Offer. The Independent Board will appoint an independent expert, to issue a report on the Offer and to express an opinion on whether the terms and conditions of the Offer are fair and reasonable to RBPlat Shareholders. 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 then it can compulsorily acquire all of the Offer Shares held by the Remaining RBPlat Shareholders. 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. Offer Shares as will result in Northam acquiring at least 50% + 1 of the RBPlat Shares in issuewill 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. Northam Platinum Holdings Limited (“Northam”) submitted a complaint to the Takeover Regulation Panel wherein the TRP has requested that the Company provide certain additional disclosures in relation to transaction.

Questco Proprietary Limited acted as Lead Corporate & Financial Advisor to to RBPlat. Merrill Lynch South Africa Proprietary Limited & Rothschild & Co South Africa Proprietary Limited acted as Financial Advisor & Bowman Gilfillan Inc. acted as legal advisor to RBPlat. One capital acted as financial advisor & Webber Wentzel acted as legal advisor to Northam Platinum. BofA acted as financial advisor to Royal Bafokeng Platinum. PSG Capital Proprietary Limited acted as independent expert to Royal in transaction.
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