HOSKEN CONSOLIDATED INVESTMENTS LIMITED - Acquisition of Niveus Investments Limited ordinary shares

Acquisition of Niveus Investments Limited ordinary shares

HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
(“HCI” or the “Company”)


ACQUISITION OF NIVEUS INVESTMENTS LIMITED ORDINARY SHARES AND NOTICE IN TERMS OF REGULATION
114 OF THE COMPANIES REGULATIONS, 2011, AS AMENDED


Shareholders are referred to the joint firm intention announcement by Niveus Holdings Limited (“Niveus”) and HCI dated 27
September 2019 and the circular dated 4 November 2019 ("Circular") containing details of the offer by HCI Niveus Holdco 1
Proprietary Limited (“HCI Offerco”) to acquire all of the ordinary shares of no par value in the share capital of Niveus (“Niveus
Shares”), other than those held by HCI and Johnnic Holdings Management Services Proprietary Limited (“Excluded
Shareholders”), by way of a single offer comprising:

 •     a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008, as amended (“Companies Act”)
       to be proposed by the board of directors of Niveus, between Niveus and the holders of Niveus Shares (“Niveus
       Shareholders”) other than the Excluded Shareholders (“Scheme”); and
 •     if the Scheme is proposed, but fails to be implemented in accordance with its terms, a general offer to the Niveus
       Shareholders other than the Excluded Shareholders as contemplated in section 117(1)(c)(v) of the Companies Act and
       paragraph 1.15(c) of the Listings Requirements of the securities exchange operated by JSE Limited (“General Offer”);

(collectively, the “HCI Offer”).

Acquisition of shares

In accordance with Regulation 98 of the Companies Regulations, 2011 (“Companies Regulations”) shareholders are advised
that on 31 January 2020, HCI Offerco acquired 37,537,515 Niveus Shares from selected Niveus Shareholders (“Selling Niveus
Shareholders”) at a price of R2.40 per Niveus Share, being the proposed offer consideration under the HCI Offer, as reflected
in the Circular.

Notice by Ronaldgate Proprietary Limited


In terms of Regulation 114 of the Companies Regulations, Ronaldgate Proprietary Limited (“Ronaldgate”), is required to provide
(and hereby provides) notice of its intention to sell all of its shares held in Niveus, being 7,173,840 Niveus Shares to HCI Offerco
at R2.40 per share. No person acting in concert with HCI Offerco may acquire any Niveus Shares during the offer period in respect
of the HCI Offer (“HCI Offer Period”). In accordance with the exemption granted by the Takeover Regulation Panel (“TRP”)
referred to below, HCI Offerco is not precluded from acquiring Niveus Shares during the HCI Offer Period.

The TRP has granted consent in terms of section 127(2)(a)(i) of the Companies Act for Ronaldgate to sell its Niveus Shares
during the HCI Offer Period. In addition, the TRP has also granted an exemption in terms of section 119(6)(c) of the Companies
Act, from the provisions of the Companies Act and the Companies Regulations which may be interpreted as precluding HCI
Offerco from acquiring Niveus Shares after it has acquired the Niveus Shares held by Ronaldgate. The exemption was granted
on the condition that the acquisition of Ronaldgate’s Niveus Shares will be made on the same terms and conditions and for the
same consideration (being R2.40 per Niveus Share) as the HCI Offer contemplated in the Circular and the offer that was made
to the Selling Niveus Shareholders as referred to above.

An announcement will be made detailing the number and price of Niveus Shares sold within 24 hours of the sale by Ronaldgate
being effected.
Responsibility Statement


The board of directors of the Company accepts responsibility for the information contained in this announcement and confirms
that, to the best of its knowledge and belief, the information is true and does not omit anything likely to affect the importance of
the information.



Cape Town
3 February 2020

Financial advisor to HCI Offerco: Investec Bank Limited
Sponsor to HCI: Investec Bank Limited
Legal adviser to HCI Offerco: Edward Nathan Sonnenbergs Incorporated

Date: 03-02-2020 01:35:00
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