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Northam - foreign shareholder restrictions
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the combined circular to shareholders of Northam accompanied by the prospectus in respect of Northam Holdings, dated Monday, 31 May 2021 (collectively, the “Scheme Documents”).
Shareholders are referred to the Scheme Documents as well as the combined announcements published by Northam and Northam Holdings on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Monday, 21 June 2021, Wednesday, 30 June 2021, Tuesday, 6 July 2021, Tuesday, 20 July 2021, Thursday, 5 August 2021, Monday, 23 August 2021, Monday, 6 September 2021 and Tuesday, 7 September 2021 as well as the announcement published by Northam on Friday, 11 June 2021 pertaining to the Composite Transaction.
Foreign shareholder restrictions
The information contained in this section is only a summary of certain information set out in the Scheme Documents regarding the position of Shareholders who have a registered address outside of South Africa, or who are resident, domiciled or located in, or who are citizens of, a country other than South Africa (“Foreign Shareholders”), and is therefore not exhaustive.
Foreign Shareholders who are in doubt about their position should consult their CSDP or Broker or professional advisors in the relevant jurisdiction.
Foreign Shareholders are urged to read the important information relating to the Northam Scheme and the Northam Holdings Shares contained in paragraph 52 of the Circular (www.northam.co.za/downloads/send/152-2021/1362-northam-circular-to-shareholders-2021) and paragraph 3.2 of section 2 of the Northam Holdings Prospectus (www.northam.co.za/downloads/send/152-2021/1361-northam-holdings-prospectus-2021).
Foreign Shareholders are reminded that participation in, and the implications of, the Northam Scheme may be affected by the laws of the relevant jurisdiction applicable to a Foreign Shareholder.
It is the responsibility of a Foreign Shareholder (including nominees, agents and trustees for such Foreign Shareholder) to ensure that the Northam Scheme Consideration is not issued to such Foreign Shareholder without the observance of the laws and regulatory requirements of the relevant jurisdiction, including the process of obtaining any governmental, exchange control or other consents, the making of any filings which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction and, if required, satisfy Northam and/or Northam Holdings that all relevant formalities have been complied with or that there is an applicable exemption under the securities laws of the relevant jurisdiction.
In the case of Restricted Foreign Shareholders, the Northam Scheme Consideration in respect of the Northam Shares held by them will be placed into an account with Computershare and sold and the net proceeds will be remitted to such Restricted Foreign Shareholders, unless Northam Holdings is satisfied that there is an applicable exemption available under the securities laws of the relevant Restricted Jurisdiction. There is no guarantee that any exemption will be available, and Northam and Northam Holdings reserve the right to provide a cash remittance at their sole discretion. In the circumstances, Restricted Foreign Shareholders who trade in their entitlements to Northam Holding Shares prior to the implementation of the Northam Scheme on Monday, 20 September 2021 may not be able to settle such trades.
In the case of any irregularities or uncertainty regarding whether a Foreign Shareholder is a Restricted Foreign Shareholder or whether reliance may be placed on any exemption under the securities laws of a jurisdiction, the determination of Northam Holdings shall be final.
Foreign Shareholders are accordingly advised to exercise caution when dealing in entitlements to Northam Holdings Shares until the implementation of the Northam Scheme on Monday, 20 September 2021 and their entitlements to Northam Holdings Shares have been confirmed in.
U.S. Shareholders
In addition to the information set out above, Shareholders located in the United States are advised as follows.
The Northam Holdings Shares being offered pursuant to the Northam Scheme Consideration have not been and will not be registered in the United States under the U.S. Securities Act, or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold within the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In addition, Northam Holdings has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act.
Shareholders located in the United States (as defined in Regulation S under the U.S. Securities Act) who are qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the U.S. Securities Act) may receive the Northam Scheme Consideration. Shareholders who are located in the United States and who are QIBs are herein referred to as “Eligible U.S. Shareholders”.
Eligible U.S. Shareholders must execute and deliver an investor letter, in a form satisfactory to Northam Holdings to the effect that such person is a QIB and satisfies certain other requirements.
For the avoidance of doubt, a Shareholder located in the United States (as determined by reference to the information available to Northam Holdings including the information set out in the Register) who holds Northam Shares in its capacity as a custodian for underlying clients (“Custodian US Shareholder”) is required to complete an investor letter, failing which the relevant Northam Scheme Consideration will be treated in accordance with the provisions of paragraph 2.4 above. Custodian US Shareholders who are unable to provide investor letters and wish to receive the Northam Scheme Consideration in respect of all of a portion of the Northam Shares held by them are advised to contact One Capital Advisory Proprietary Limited (investorletter@onecapital.co.za) as soon as possible and in any event by no later than 12:00 on Friday, 17 September 2021.
Furthermore, an Eligible U.S. Shareholder who is a Certificated Shareholder or a Dematerialised Shareholder with “own name” registration must submit the Application and Surrender Form to the Transfer Secretaries by no later than 12:00 (South African Standard Time) on Friday, 17 September 2021, as follows: (i) by hand: Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa; (ii) by post: PO Box 61763, Marshalltown, 2107, South Africa; or (iii) by email: corporate.events@computershare.co.za. Notwithstanding that such Eligible U.S. Shareholder may have delivered the requisite investor letter, should such Shareholder not have delivered a duly completed Application and Surrender Form, such Shareholder will become an Issuer Nominee Shareholder and the Northam Scheme Consideration in respect of the Northam Scheme Shares held by it will be issued in accordance with paragraph 15.4 of the Circular.
Any Northam Holdings Shares received by an Eligible U.S. Shareholder will be “restricted securities” (as defined in Rule 144 under the U.S. Securities Act of 1933, as amended) and will be subject to restrictions on transferability set forth in the investor letter, including those described in paragraph 52 of the Circular and paragraph 3.3 of section 2 of the Northam Holdings Prospectus.
Shareholders located in the United States should contact One Capital Advisory (Pty) Ltd. (investorletter@onecapital.co.za), as soon as possible, if there are any queries on, inter alia, the investor letter or the abovementioned process.
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