Wrap Text
Vesting and settlement of LIM awards and establishment of a new cash-settled voluntary incentive mechanism
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", "Northam" or the "Company" or, Bond code: NHM021 Bond ISIN: ZAG000181496
together with its subsidiaries, the "Group") 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")
VESTING AND SETTLEMENT OF LIM AWARDS AND ESTABLISHMENT OF A NEW CASH-SETTLED VOLUNTARY INCENTIVE MECHANISM
Introduction and background information
In 2015, Northam successfully concluded a black economic empowerment transaction ("BEE Transaction") with
Zambezi Platinum (RF) Limited ("Zambezi"). As a consequence thereof, Northam Holdings shareholders
("Shareholders") approved the introduction of a lock-in and incentive mechanism ("LIM") as part of the existing
Northam Platinum Share Incentive Plan ("SIP") in order to:
• incentivise key members of Northam's senior management team ("LIM Participants") to remain employed with
the Group over the 10 year period of the BEE Transaction in order to lock-in their skill-set until the
redemption date of the Zambezi preference shares ("Zambezi Prefs"), thereby mitigating the risks introduced
by the guarantee provided by Northam Platinum in favour of holders of the Zambezi Prefs ("Guarantee") over
this period; and
• address the long term incentivisation and retention of the LIM Participants by aligning their interests with
Shareholders through equity participation.
As part of the LIM approval, Shareholders approved allocations of conditional shares in relation to the BEE Transaction
("LIM Awards") to specific LIM Participants.
Pursuant to the composite transaction implemented by Northam as set out in the circular to Shareholders dated
31 May 2021 ("Composite Transaction"), the maturity of the BEE Transaction was accelerated and Northam Platinum
acquired all of the Zambezi Prefs. As a result, the Guarantee liability was extinguished and a portion of the LIM Awards
would have become subject to an early vesting upon implementation of the Composite Transaction. In order to continue
the incentivisation and retention of senior management until 18 May 2025 ("Original LIM Vesting Date"), being the day
following the initially anticipated maturity date of the BEE Transaction, Shareholders approved the deferral of the vesting
of the LIM Awards to the Original LIM Vesting Date.
Settlement of the LIM Awards
The LIM Awards held by the relevant LIM Participants vested unconditionally on Sunday, 18 May 2025.
Following engagement with various key Shareholders and in order to retain and enhance the alignment of interests
between the LIM Participants and Shareholders, the Company decided to settle the LIM Awards through the allotment
and issuance of new ordinary shares in Northam Holdings ("Northam Shares"), with a portion of the LIM Awards being
settled in cash ("Cash Settlement") as a result of the individual maximum share allocation limits under the SIP rules.
Settlement of the Vested LIM Awards occurred on Monday, 19 May 2025 and resulted in the issue of a total of
3 864 687 new Northam Shares to LIM Participants ("LIM Shares") and a Cash Settlement in an amount of
R53.3 million.
A portion of the LIM Shares will be sold on market on behalf of LIM Participants in order to settle the employee tax
liability arising from the vesting of the LIM Awards, whereafter LIM Participants will receive the balance of the LIM Shares
("Retained LIM Shares").
New voluntary incentive mechanism
In order to incentivise the continued retention of LIM Participants, and to support the continued alignment of interests
between LIM Participants and Shareholders through ongoing equity exposure, a new voluntary incentive mechanism
("VIM") has been established. In terms of the VIM, LIM Participants have the option to voluntarily commit all or a portion
of their Retained LIM Shares to the VIM ("VIM Commitment Shares").
The VIM is a 5-year cash-settled scheme designed to reward participants ("VIM Participants") annually through
annual awards of notional Northam Shares ("VIM Award Shares") together with notional dividends paid in respect of
the VIM Award Shares ("VIM Dividends") to those VIM Participants who remain employed by the Group and continue
to hold their VIM Commitment Shares.
The salient terms of the VIM are as follows:
• participation in the VIM is entirely voluntary;
• VIM Participants retain unrestricted ownership of, and all Shareholder rights attaching to, their
VIM Commitment Shares;
• VIM Award Shares and VIM Dividends will be awarded to VIM Participants annually, after each anniversary
date of the implementation of the VIM ("VIM Anniversary Date"), provided that VIM Participants remain
employed by the Group and continue to hold VIM Commitment Shares;
• the number of VIM Award Shares to be awarded annually will be calculated as a percentage of the number of
VIM Commitment Shares held by each VIM Participant on the day immediately preceding each VIM Anniversary
Date as follows: year 1 - 10.0%, year 2 - 12.5%, year 3 - 15.0%, year 4 - 17.5% and year 5 - 20.0%; and
• VIM Award Shares and VIM Dividends will be settled in cash, on an annual basis.
Northam is pleased to confirm that all of the LIM Participants, including Paul Dunne, the Chief Executive Officer, and
Alet Coetzee, the Chief Financial Officer, have elected to commit 100% of their Retained LIM Shares to the VIM.
Hester Hickey, chairperson of the Remuneration Committee, commented: "The senior management team have chosen,
once again, not to "cash in", as they could have potentially done in 2021 at significantly higher share prices, but to retain
their fully paid-up Northam shares, aligning them with Shareholders and the Company's long-term prospects by
continuing to share in investment and market risks."
Mcebisi Jonas, chairperson of Northam, said: "The board is pleased with the exceptional continued commitment
demonstrated by Northam's senior management team, ably led by Paul Dunne and Alet Coetzee. The management
team's substantial VIM commitments once again confirm their long-term confidence in the Company, and further aligns
the interests of management and Shareholders. The board believes that the Company and Shareholders will continue
to benefit from the experience and expertise of our exceptional management team."
Johannesburg
20 May 2025
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: 20-05-2025 11:22:00
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