TRANS HEX GROUP LIMITED - Notice of change in beneficial interest, cautionary announcement and lift of trade halt

Notice of change in beneficial interest, cautionary announcement and lift of trade halt

TRANS HEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(”Trans Hex” or the “Company”)

NOTICE OF CHANGE IN BENEFICIAL INTERESTS,
CAUTIONARY ANNOUNCEMENT AND LIFT OF TRADE HALT


1.    Introduction

      Trans Hex shareholders (“Shareholders”) are advised that Cream Magenta 140
      Proprietary Limited (“Cream Magenta”) and Metcap 14 Proprietary Limited (“Metcap”)
      have collectively acquired issued ordinary shares in the Company totalling 49 762 778
      or 47.08% of the issued ordinary shares of Trans Hex, excluding treasury shares.

      Shareholders are also advised that a consortium comprising of Cream Magenta,
      Metcap and RAC Investment Holdings Proprietary Limited (collectively, the “Offerors”)
      have come into concert and have made a mandatory cash offer, in terms of section 123
      of the Companies Act, No 71 of 2008, as amended, (“Companies Act”), to acquire the
      entire ordinary share capital of Trans Hex, other than the ordinary shares already held
      by the Offerors.


2.    Change in beneficial interest

      In accordance with Section 122 of the Companies Act and paragraph 3.83(b) of the
      JSE Limited (“JSE”) Listings Requirements, the Company has received notification that
      Cream Magenta and Metcap each individually hold 23.54% of the issued share capital
      of Trans Hex, excluding treasury shares.

      The Offerors are considered concert parties in terms of the Offer and currently hold
      76,398,715 ordinary shares in Trans Hex, constituting approximately 72.28% of the
      issued share capital (excluding treasury shares).


3.    Regulatory

      Trans Hex and the Offerors will provide Shareholders with the details of the Offer in a
      Firm Intention announcement, as required by regulation 101 of the Companies
      Regulations, 2011, in due course.


4.    Cautionary

      Shareholders are advised to use caution when dealing in ordinary shares of Trans Hex,
      until such time as a further announcement is published.


5.    Lift of trade halt

      Shareholders are referred to the announcement dated Friday, 5 August 2016, and are
      hereby advised that normal trade in the ordinary shares of Trans Hex will resume
      today, Monday, 8 August 2016.


Cape Town

8 August 2016


Sponsor to Trans Hex

One Capital


Advisors to the Offerors                      Attorneys to the Offerors

Mettle Corporate Finance                      Werksmans Attorneys

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