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Distribution of Circular and Notice of General Meeting
Mahube Infrastructure Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06)
ISIN: ZAE000290763
JSE code: MHB
(“Mahube” or the “Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. DISTRIBUTION OF CIRCULAR
Shareholders of Mahube (“Shareholders”) are referred to the announcement published on SENS on 9
June 2022, wherein they were advised that Mahube had embarked on certain initiatives to restructure
and recapitalise its business and had commenced the restructure of its investment and corporate
management functions, inter alia, by investment in, and capitalisation of a fund manager in accordance
with the requirements for a black private equity manager. To this end Mahube has, subject to Shareholder
approval, entered into a subscription and shareholders agreement with, amongst others, Encha
Infrastructure Investment (Pty) Ltd, as well as a corporate and investment management agreement with
Mahube Asset Management (Pty) Ltd (collectively, the “Management Restructure Transactions”). The
Management Restructure Transactions were classified as a related party transaction in terms of the
Listings Requirements of the JSE Limited. Shareholders were further advised that the Board had resolved
to seek Shareholder approval for the revision of the investment policy of the Company (“Revised
Investment Policy”) to align the investment policy with the strategy that the Company is pursuing.
Shareholders are advised that a circular, containing full details of the Management Restructure
Transactions, the financial effects thereof and the Revised Investment Policy including, inter alia, the
fairness opinion of the independent expert ("Circular") and incorporating a notice convening a general
meeting of Shareholders (“Notice of General Meeting” and "General Meeting") is available on the
Company’s website at: https://mahube.africa/wp-content/uploads/2022/08/8640_Mahube-circular-
2022_WEB-FA.pdf and will be distributed to Shareholders today, Thursday, 1 September 2022.
2. NOTICE OF GENERAL MEETING
The General Meeting convened in terms of the Notice of General Meeting will be held will be held in
person and via electronic participation at 10h00 on Thursday, 29 September 2022 at the offices of the
Company at 3rd Floor, Penthouse 5, 4 The High Street, Melrose Arch, Johannesburg, for the purpose
of considering and, if deemed fit, passing, with or without modification, the ordinary resolutions required
to be approved by Shareholders in order to approve the Management Restructure Transactions and
Revision of the Investment Policy. The salient dates and times relating to the Circular and the General
Meeting are set out below. The definitions and interpretations commencing on page 7 of the Circular
have been used in the salient dates and times outlined below.
2022
Record date for determining which Shareholders will be entitled to receive the
Circular and to vote on the Ordinary Resolutions Friday, 26 August
Circular incorporating the Notice of General Meeting and Form of Proxy, distributed
Thursday, 1 September
to Shareholders on
Announcement of distribution of Circular and notice convening General Meeting
Thursday, 1 September
published on SENS on
Announcement of distribution of Circular and notice convening the General Meeting
Friday, 2 September
published in the South African press on
Last day to trade in Ordinary Shares in order to be recorded in the Register to vote
Tuesday, 20 September
at the General Meeting on
Record date for a Shareholder to be registered in the Register in order to be eligible Friday, 23 September
to attend and participate in the General Meeting and to vote thereat, by close of
trade on
Forms of Proxy to be lodged at the Transfer Secretaries by 10h00 on Tuesday, 27 September
Forms of proxy which are not timeously lodged with the Transfer Secretaries may
be emailed to the Transfer Secretaries before the proxy exercises the rights of the
Thursday, 29 September
Shareholder, or may be presented prior to the commencement of the voting on the
Ordinary Resolutions at the General Meeting on
General Meeting held at 10h00 on Thursday, 29 September
Results of the General Meeting published on SENS on Thursday, 29 September
Results of the General Meeting published in the South African press on Friday, 30 September
Notes:
1. All dates and times are local times in South Africa. The above dates and times are subject to
change at the discretion of Mahube, subject to the approval of the JSE. Any changes will be
released on SENS.
2. Shareholders are reminded that shares in companies listed on the JSE can no longer be bought
or sold on the JSE unless they have been dematerialised onto the Strate System. It is therefore
suggested that Certificated Shareholders should consider Dematerialising their Ordinary Shares
and replacing them with electronic records of ownership. In this regard, Certificate Shareholders
may contact either their own Broker or a preferred CSDP, details of which are available from Strate
at queries@strate.co.za or telephone +27 11 759 5300 or fax +27 11 759 5505.
3. Share certificates may not be Dematerialised or re-materialised between Wednesday, 21
September 2022 and Friday, 23 September 2022, both days inclusive.
4. Shareholders should note that, as transactions in Shares are settled in the electronic settlement
system used by Strate, the settlement of the trade takes place three Business Days after such
trade on the South African Register. Therefore, Shareholders who acquire Shares after the Last
Day to Trade detailed above, will not be eligible to vote at the General Meeting.
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The Circular is available in English only and copies may be obtained from the registered office of the
Company and the office of the JSE Sponsor (as detailed in the Corporate Information section of the
Circular) during normal office hours from the date of issue thereof until the date of the General
Meeting. An electronic copy of the Circular will be available on the Company’s website at
https://mahube.africa/wp-content/uploads/2022/08/8640_Mahube-circular-2022_WEB-FA.pdf,
from the date of distribution of the Circular or may be made available electronically, upon email
request to the company secretary at melinda@fusioncorp.co.za or monica@fusioncorp.co.za.
Johannesburg
1 September 2022
Legal Advisor
DLA Piper
Corporate Advisor
BSM Advisory Proprietary Limited
Sponsor
Questco Corporate Advisory Proprietary Limited
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Date: 01-09-2022 10:15:00
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