HOWDEN AFRICA HOLDINGS LIMITED - Proposed Delisting Of Howden And Cautionary Announcement

Proposed Delisting Of Howden And Cautionary Announcement

Howden Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)
JSE code: HWN ISIN: ZAE000010583
(“Howden” or “the Company”)

PROPOSED DELISTING OF HOWDEN AND CAUTIONARY ANNOUNCEMENT

Shareholders are advised that the board of directors of Howden (“Board”) has been considering the
continued viability of the listing of Howden on the Main Board of the Johannesburg Stock Exchange
(“JSE”). The Board has considered, inter alia, the following factors:

    .   the opportunity to provide an exit for Howden minority shareholders from shares that are tightly
        held with relatively poor liquidity and analyst coverage;
    .   55.39% of the shares in Howden are held by its ultimate holding company, Colfax Corporation,
        which itself is a listed entity and duplicates regulatory processes and associated costs;
    .   the Company not expecting to raise equity capital in the near future nor make use of a listed
        share scheme to incentivise staff; and
    .   the necessity to complete a black economic empowerment transaction within the Howden
        group which the Board believes is significantly easier to achieve in an unlisted environment.

Having considered the above and other relevant factors, the Board has resolved, in principle, to proceed
towards seeking a possible delisting of Howden from the JSE by means of a share buyback
implemented through a scheme of arrangement to minority shareholders ("Proposed Delisting").

This announcement does not constitute an offer or an undertaking to make an offer to shareholders by
any party, including by Howden.

The Proposed Delisting will be subject to all relevant regulatory requirements and approvals (including
approvals required in terms of the Companies Act, 2008, the Companies’ Regulations, 2011 and the
JSE Listings Requirements) and may have a material effect on the price of the Company’s securities.
Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities
until a further announcement is made.

Johannesburg
26 September 2018

Corporate Advisor: Deloitte Capital (Pty) Limited

Transaction Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

Legal Advisor: Webber Wentzel

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