Platinum group metals miner Northam reports that, following the early maturity of its black economic empowerment (BEE) transaction with Zambezi Platinum, preferential shares in Zambezi will be delisted from the JSE and, as such, share terms will change.

The non-participating preference shares in the issued share capital of Zambezi (ZPLPs) offer will be implemented by way of a scheme of arrangement to be proposed by the Zambezi board between Zambezi and the preference shareholders in terms of Section 114(1) read with Section 115 of the Companies Act – the Zambezi Scheme.

Following implementation of the Zambezi Scheme, Northam will be the sole preference shareholder and a listing of the preference shares on the JSE will no longer be necessary.

The board of directors of Zambezi are supportive of the transaction.

In November 2020, Northam and Zambezi entered into discussions regarding the potential transaction to accelerate the maturity of the empowerment transaction concluded between them in May 2015.

On March 22, Zambezi and Northam entered into an implementation and framework agreement wherein the terms of the proposed acceleration of the maturity and the wind up of the Northam BEE transaction have been agreed.

In addition, Northam proposes to conclude an extended 15-year BEE transaction to maintain ownership by historically disadvantaged persons (as defined in the Mineral and Petroleum Resources Development Act) in the Northam group at about 26.5%, with an emphasis on participation by Northam group employees and host and affected communities.

The transaction will be implemented in sequential steps, whereby Northam will make an offer to the preference shareholders to acquire the remaining cumulative, non-participating preference shares in the issued share capital of Zambezi not already held by Northam.

This will be done for a cash consideration amounting to the initial subscription price per Zambezi share of R41 together with the accumulated Zambezi dividends on the date on which the acquisition is implemented, plus a 15.99% premium to the face value.

Implementation of the Zambezi delisting and the term amendments will only become effective if the Zambezi Scheme is implemented and will therefore only affect Northam as the sole preference shareholder following implementation of the Zambezi Scheme.