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Notification of amendments to the Northam Platinum Limited R15 billion Domestic Medium Term Note Programme
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
JSE share code: NPH ISIN: ZAE000298253 JSE debt issuer code: NHMI
("Northam Holdings" or, together with its subsidiaries, Bond code: NHM015 Bond ISIN: ZAG000164922
"Northam") Bond code: NHM016 Bond ISIN: ZAG000167750
Bond code: NHM021 Bond ISIN: ZAG000181496
Bond code: NHM022 Bond ISIN: ZAG000190133
Bond code: NHM023 Bond ISIN: ZAG000190968
Bond code: NHM025 Bond ISIN: ZAG000195934
Bond code: NHM026 Bond ISIN: ZAG000195942
("Northam Platinum")
NOTIFICATION OF AMENDMENTS TO THE NORTHAM PLATINUM LIMITED R15 BILLION DOMESTIC MEDIUM TERM NOTE PROGRAMME ("PROGRAMME"),
DATED 29 OCTOBER 2020 ("PROGRAMME MEMORANDUM")
Northam Platinum established a R2 billion Domestic Medium Term Note Programme pursuant to a programme
memorandum dated 3 August 2012, as amended and restated pursuant to the Programme Memorandum (collectively, the
"Previous Programme Memoranda"). On 21 August 2019, Northam Platinum increased the aggregate programme amount
from R2 billion to R5 billion, on 24 March 2020, Northam Platinum further increased the aggregate programme amount from
R5 billion to R10 billion and on 29 October 2020 Northam Platinum further increased the aggregate programme amount
from R10 billion to R15 billion.
Noteholders are hereby advised that Northam Platinum has amended and restated the Previous Programme Memoranda
pursuant to the amended and restated R15 billion Domestic Medium Term Note programme memorandum dated
7 November 2024 ("Programme Date") ("Amended and Restated Programme Memorandum") and approval in respect
thereof has been obtained from the JSE Limited ("JSE").
The Amended and Restated Programme Memorandum and the accompanying separate information statement,
incorporated by reference into the Amended and Restated Programme Memorandum ("Information Statement"), are
available for inspection at the registered office of Northam and on Northam's website: https://www.northam.co.za/investors-
and-media/jse-equity-and-debt-listings.
Any capitalised terms used but not defined in this announcement shall have the meanings ascribed thereto in the section
of the Amended and Restated Programme Memorandum titled "Terms and Conditions of the Notes".
The Programme Memorandum has been amended and restated to, inter alia, (i) align with the latest applicable laws and
regulations (including amendments to the JSE Debt Listings Requirements since the publication of the Previous Programme
Memoranda), (ii) update obsolete information pertaining to the board of directors of Northam Platinum and the
Northam group structure following, inter alia, implementation of the Composite Transaction (as defined in the combined
circular to shareholders of Northam Platinum, dated 31 May 2021), and (iii) cater for possible future Reference Rate
replacements (collectively, the "Amendments").
A summary of the material Amendments effected in the Amended and Restated Programme Memorandum is detailed below.
This announcement only contains a summary of the material Amendments and therefore does not contain the full or
complete details of the Amendments. Any investment decisions made by investors and/or Noteholders should only be made
after due and careful consideration of, inter alia, the Amended and Restated Programme Memorandum and the
Information Statement (as available on Northam's website).
The Amendments primarily relate to the following:
• removal of the summarised disclosure pertaining to the JSE Debt Guarantee Fund Trust, as Noteholders and/or
investors are required to consider the full JSE Debt Guarantee Fund Rules available on the JSE's website;
• update of the section headed "Documents Incorporated by Reference" to:
- include updated information pertaining to Northam Platinum, by reference to Northam's website and, the
latest relevant annual financial statements and annual reports;
- include, inter alia, the following information by reference to the Information Statement:
- information pertaining to the description of Northam Platinum and the Guarantor;
- information pertaining to directors of Northam Platinum and the Guarantor;
- details of Northam Platinum's company secretary and debt officer;
- descriptions of updated material risks applicable to Northam Platinum and the Notes; and
- information relating to Northam's compliance with the King IV Report on Corporate Governance TM
for South Africa, 2016; and
- include Northam Platinum's (i) policy dealing with the process for the nomination and appointment of the
directors of Northam titled "Nomination committee charter"; (ii) policy dealing with the process for the
identification and management of conflicts of interests of the directors and executive management of
Northam titled "Conflict of interest policy"; and (iii) constitutional documents, by reference to Northam's
website;
• introduction of and/or amendments to various definitions in the sections headed "Summary of the Programme" and
"Pro Forma Applicable Pricing Supplement";
• introduction of and/or amendments to various definitions in the Terms and Conditions including, but not limited to,
"Day Count Fraction", "JIBAR Replacement Event", "Material Indebtedness", "Material Subsidiary",
"Northam Holdings", "Northam Holdings Group", "Permitted Encumbrance" and "Replacement Benchmark";
• introduction of and/or amendments to various Terms and Conditions, including, but not limited to "Interest",
"Payments", "Events of Default", "Amendment of these Terms and Conditions" and "Meetings of
Noteholders/Consent Process". These amendments include amending:
- Condition 9 "Interest" to provide for the use of a "Replacement Benchmark" upon the occurrence of a "JIBAR
Replacement Event";
- Condition 10 "Payments" to remove reference to payments by way of cheques;
- Condition 18 "Events of Default" to amend the aggregate amount of Indebtedness which will not trigger an
Event of Default in terms of Condition 18.1.1.4 (Cross Default), to be equal to or less than the greater of
(i) ZAR50,000,000 and (ii) 0.75% of the consolidated total assets of the Northam Group, as set out in Northam
Platinum's latest published audited annual financial statements;
- Condition 21 "Amendment of these Terms and Conditions" to include written extraordinary resolutions, as
provided for in the JSE Debt Listings Requirements; and
- Condition 22 "Meetings of Noteholders/Consent Process" to account for, inter alia (i) pre-meetings of
Noteholders and (ii) written resolutions of Noteholders, as provided in the JSE Debt Listings Requirements;
• removal of the contents of the sections headed "Investor Considerations / Risk Factors", "Description of
Northam Platinum Limited" and "Description of Booysendal Platinum Proprietary Limited", and the replacement
thereof with a link to the Information Statement which now includes this information;
• alignment of the "Subscription and Sale" and "Taxation" sections with the most recent applicable laws and
regulations; and
• other technical changes.
The Amended and Restated Programme Memorandum, read together with the Information Statement and the relevant
Applicable Pricing Supplement, will apply to all Notes issued under the Programme on or after the Programme Date and
will, in respect of such Notes, supersede and replace the Previous Programme Memoranda in their entirety. For the
avoidance of doubt, subject to all applicable laws, the relevant Previous Programme Memoranda will remain applicable to
all Notes in issue prior to the Programme Date.
Johannesburg
11 November 2024
Corporate Advisor and JSE Sponsor to Northam Holdings
One Capital
Attorneys to Northam Platinum, the Guarantor, the Arranger and the Dealer in respect of the Programme
Bowman Gilfillan Inc.
Sole Arranger and Dealer to Northam Platinum in respect of the Programme as well as Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
Date: 11-11-2024 05:00:00
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