METTLE INVESTMENTS LIMITED - Finalisation Announcement in respect of the Scheme

Finalisation Announcement in respect of the Scheme

Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
(“Mettle” or the “Company”)

Mantessa Equities Proprietary Limited                    Granadino Investments Proprietary Limited
(Incorporated in the Republic of South Africa)           (Incorporated in the Republic of South Africa)
(Registration number: 2015/358994/07)                    (Registration number: 1984/002514/07)
(“Mantessa”)                                             (“Granadino”)

The Trustees of the Peridot Trust
Master’s Reference Number IT432/2010
(“Peridot”)

                      (Mantessa, Granadino and Peridot collectively the “Offerors”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME

1.     Introduction

1.1.      Shareholders are referred to the circular issued to Shareholders on 19 October 2020
          (the “Circular”) and the announcements released on the Stock Exchange News Service
          (“SENS”) by Mettle and the Offerors on 11 September 2020, 19 October 2020 and
          24 November 2020 in relation to the Scheme.

1.2.      Capitalised words and phrases in this announcement shall, unless the context indicates
          otherwise, bear the same meanings ascribed thereto in the Circular.

2.     Conditions Precedent to the Scheme

          Mettle and the Offerors are pleased to announce that all remaining conditions precedent to the
          Scheme, as detailed in the Circular, have now been fulfilled or, where applicable, waived, and
          that the Scheme has, accordingly, become unconditional.

3.     Important Dates and Times

          The important dates and times in relation to the Scheme are set out in the table below.


        Finalisation announcement published on SENS                             Friday, 11 December 2020

        Scheme LDT to be recorded in the Register on the Scheme                 Monday, 28 December 2020
        Record Date on

        Suspension of listing of Shares on the Altx on                         Tuesday, 29 December 2020

        Scheme Record Date to receive settlement of the Scheme                Thursday, 31 December 2020
        Consideration in terms of the Scheme on

        Operative Date on                                                         Monday, 4 January 2021

        Dematerialised Scheme Participants expected to have their                 Monday, 4 January 2021
        accounts held at their Broker or CSDP debited with the
        Scheme Consideration on

        Settlement of the Scheme Consideration to be paid                         Monday, 4 January 2021
        electronically or posted by cheque to certificated Scheme
        Participants on

        Termination of listing of the Shares on the Altx at the                  Tuesday, 5 January 2021
        commencement of trade on


4.     Dissenting Shareholders

         Further to the SENS announcement published on 24 November 2020, the Company has
         received Valid Appraisal Demands from Dissenting Shareholders in respect of 802 799 Mettle
         Shares (comprising approximately 0.32% of Mettle’s total issued share capital) in terms of
         section 164 of the Companies Act. The appraisal rights process will be followed, to the extent
         applicable and required, in accordance with section 164 of the Companies Act, and will not
         affect the implementation of the Scheme.

5.     Responsibility Statement

5.1.     The board of directors of Mettle accepts responsibility for the information contained in this
         announcement as it pertains to Mettle. To the best of the Independent Board's knowledge and
         belief, the information contained in this announcement as it pertains to Mettle is true and nothing
         has been omitted which is likely to affect the importance of such information.

5.2.     The Offerors accept responsibility for the information contained in this announcement as it
         pertains to the Offerors. To the best of the Offerors’ knowledge and belief, the information
         contained in this announcement is true and nothing has been omitted which is likely to affect
         the importance of such information.


Cape Town
11 December 2020


     Joint Corporate Advisor and Designated Advisor                          Joint Corporate Advisor
                Questco Proprietary Limited                        Mettle Corporate Finance Proprietary Limited
 

           Legal Advisor to the Company                                      Legal Advisor to the Offerors
                     RH Legal                                      Edward Nathan Sonnenbergs Inc t/a ENSafrica

               Independent Expert
       Nodus Capital TS Proprietary Limited

Date: 11-12-2020 09:38:00
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