TONGAAT HULETT LIMITED - Outcome of an investigation by the Takeover Regulation Panel ("the TRP")

Outcome of an investigation by the Takeover Regulation Panel ("the TRP")

Tongaat Hulett Limited
(Registration number 1892/000610/06)
Share code: TON
ISIN ZAE000096541
(“THL”)


OUTCOME OF AN INVESTIGATION BY THE TAKEOVER REGULATION PANEL (the
“TRP”)


Shareholders of THL (“THL Shareholders”) are referred to the proposed
transaction with Magister first announced on SENS on 17 November
2021 (the “Magister Transaction”).

Shareholders were advised in a SENS announcement released on 22 March
2022 that, pursuant to a ruling by the Takeover Special Committee
(the “TSC”), the TRP would be undertaking an investigation in
relation to one of the complaints raised by the Artemis consortium
(the "Consortium") with the TSC. The Consortium claimed that the
waiver by THL Shareholders, at the general meeting held on 18 January
2022, of their potential future right to a mandatory offer (the
“Shareholder Waiver”) pursuant to the Magister Transaction was a
nullity under the provisions of Regulation 86(5) of the Companies
Regulations, 2011 (the “Companies Regulations”) by reason of certain
third-party share acquisitions undertaken independently of THL.

The TRP has completed its investigation and has concluded that the
third parties and Magister are concert parties, and accordingly that
the Shareholder Waiver has been nullified as a consequence of the
third party share acquisitions. As a result, the TRP has issued a
ruling (the “TRP Ruling”) withdrawing its January 2022 ruling which
exempted Magister from a potential future obligation to make a
mandatory offer to THL Shareholders pursuant to the Magister
Transaction.

It is important to highlight to Shareholders that:

  - no adverse finding was made against THL. THL was not directly
    or indirectly involved in the third-party share acquisitions,
    and only became aware of them after they had occurred, and no
    allegation or finding to the contrary has been made by the
    Consortium, the TSC or TRP;

  - an obligation under the Companies Act, 2008 to make a mandatory
    offer only comes into being when a person or persons are able
    to exercise 35% or more of the votes attaching to issued shares,
    and accordingly the TRP Ruling does not in and of itself trigger
    an obligation to make a mandatory offer; and

  - the obtaining of an exemption from an obligation on Magister
    to make a mandatory offer to THL Shareholders pursuant to the
     Magister Transaction is a condition precedent to the Magister
     Transaction.

In terms of Regulation 118(8) of the Companies Regulations, each of
THL and Magister may apply to the TSC for a hearing regarding the
TRP Ruling within 5 business days after receipt thereof. THL is
currently considering the TRP Ruling and will advise THL Shareholders
in due course of its intended course of action. The Investigator’s
Report and the TRP Ruling are available on THL’s website,
www.tongaat.com.

THL remains committed to a recapitalisation. As noted in the
announcement released on 31 May 2022, THL is continuing to
proactively engage with stakeholders regarding a capital raise
transaction and a sustainable solution for the THL group. There is
a positive commitment from various stakeholders who recognise the
critical social impact THL has in South Africa and across the SADC
region.

THL remains firmly of the view that a capital raise is a better
alternative   to  strategic  asset  disposals,  particularly  an
accelerated disposal programme which is unlikely to realise full
value for the assets.

RESPONSIBILITY STATEMENT

The directors of THL collectively and individually accept full
responsibility for the accuracy of the information contained in this
announcement, and confirm that, to the best of their knowledge and
belief, there are no facts which have been omitted which would make
any statement in this announcement false or misleading, and that all
reasonable enquiries to ascertain such facts have been made.

Tongaat
3 June 2022

Financial Advisors to THL
Rothschild & Co South Africa Proprietary Limited
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Date: 03-06-2022 01:43:00
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