Wrap Text
Share incentive plan awards
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 the "company" or, together with Bond code: NHM015 Bond ISIN: ZAG000164922
its subsidiaries, "Northam" or the "group") 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")
SHARE INCENTIVE PLAN AWARDS
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements ("JSE Listings Requirements"),
Northam Holdings shareholders ("Shareholders") are hereby advised of the following dealings by a director of the
company, the company secretary and a director of a major subsidiary of the company.
LIM Award
Shareholders are referred to the company's annual general meeting held on Wednesday, 9 November 2016
("2016 AGM") wherein Shareholders, inter alia, approved the introduction of a new lock-in and incentive mechanism
("LIM") as part of the Northam Platinum Share Incentive Plan ("SIP"). The LIM was structured to incentivise (i) the
mitigation of the risks introduced by, and unique to, the guarantee provided by Northam Platinum in favour of holders of
preference shares in Zambezi Platinum (RF) Limited ("Zambezi") ("Primary LIM Objective") and (ii) the retention of
key members of Northam's senior management team ("Management") until the redemption of the Zambezi preference
shares in May 2025, pursuant to the Northam's black economic empowerment transaction with Zambezi concluded in
2015 ("BEE Transaction").
The LIM included specific Shareholder approved allocations of conditional shares in relation to the BEE Transaction
("BEE Transaction Conditional Shares") to certain members of Management, including the allocation of
700 000 BEE Transaction Conditional Shares to the group's chief financial officer ("CFO Allocation").
Following the 2016 AGM, the previous group chief financial officer ("Previous CFO") was awarded the full
CFO Allocation. However, following the Previous CFO's resignation during the 2019 financial year, all BEE Transaction
Conditional Shares awarded to him lapsed in accordance with the SIP rules.
Thereafter, on 28 October 2020, the current group chief financial officer, Ms AH Coetzee, ("CFO") was awarded
350 000 BEE Transaction Conditional Shares, amounting to half of the CFO Allocation.
Ms Coetzee has been employed by Northam since 2015 (i.e. prior to the introduction of the LIM). She has made a
significant contribution to the financial strength of the group and the achievement of the group's acquisitive and organic
growth strategy launched in 2015, which enabled the achievement of the Primary LIM Objective upon implementation
of the early maturity of the BEE Transaction approved by Shareholders on 30 June 2021. Ms Coetzee also played a
pivotal role in the successful implementation of the early maturity of the BEE Transaction.
Accordingly, on Friday, 25 October 2024, the group's remuneration committee ("Committee") approved the award of a
further 350 000 BEE Transaction Conditional Shares ("LIM Award") to the CFO; thereby increasing the CFO's total
allocation of BEE Transaction Conditional Shares to the CFO Allocation of 700 000 BEE Transaction Conditional Shares
as approved by Shareholders at the 2016 AGM.
Details of the LIM Award are set out below:
Nature of the transaction: LIM Award
Class of securities: In accordance with the SIP rules, upon vesting the
BEE Transaction Conditional Shares may be settled by way of
shares in Northam Holdings and/or the equivalent rand value of
shares in Northam Holdings, at the election of the Committee.
Date of award: 1 November 2024
Vesting date: 18 May 2025
Total number of awards: 350 000 BEE Transaction Conditional Shares
Strike price and value of transaction: Rnil
Deemed value of transaction*: R45 577 000.00
Nature and extent of interest: Direct beneficial
Transactions completed on-market or off-market: Off-market
Clearance obtained in terms of paragraph 3.66 Yes
of the JSE Listings Requirements:
SIP Awards
The Committee has approved the award of conditional shares under the SIP ("Conditional Shares") in order to
incentivise the retention and performance of key Northam group employees ("SIP Awards"). Vesting of the Conditional
Shares is subject to the continued employment with the group and the achievement of performance conditions over the
vesting period. Details of the SIP Awards granted to the company secretary and a director of a major subsidiary are set
out below.
Nature of the transaction: SIP Awards
Class of securities: In accordance with the SIP rules, upon vesting
Conditional Shares may be settled by way of shares in
Northam Holdings and/or the equivalent rand value of shares in
Northam Holdings, at the Committee's election.
Date of awards: 1 November 2024
Vesting date: The Conditional Shares will vest in 3 equal tranches on
31 October 2027, 31 October 2028 and 31 October 2029.
Transactions completed on-market or off-market: Off-market
Clearance obtained in terms of paragraph 3.66 Yes
of the JSE Listings Requirements:
Transaction 1
Name of company secretary of the company: PB Beale
Total number of awards: 65 000 Conditional Shares
Strike price and value of transaction: Rnil
Deemed value of transaction*: R8 464 300.00
Nature and extent of interest: Direct beneficial
Transaction 2
Name of director of a major subsidiary of the LC van Schalkwyk
company:
Name of major subsidiary: Booysendal Platinum Proprietary Limited
Total number of awards: 100 000 Conditional Shares
Strike price and value of transaction: Rnil
Deemed value of transaction*: R13 022 000.00
Nature and extent of interest: Direct beneficial
*The deemed value of the transactions is illustrative and based on Northam Holdings closing share price of R130.22 as
at 31 October 2024. For the avoidance of doubt, the final number of BEE Transaction Conditional Shares and
Conditional Shares that will vest, after the vesting date, remains subject to, inter alia, continued employment with the
group and, in respect of the Conditional Shares, the achievement of performance conditions.
Johannesburg
1 November 2024
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
Date: 01-11-2024 11:45:00
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