ARB HOLDINGS LIMITED - Transaction Update: Irrevocable Undertakings

Transaction Update: Irrevocable Undertakings

ARB HOLDINGS LIMITED                                 MASIMONG ELECTRICAL HOLDINGS PROPRIETARY LIMITED
Incorporated in the Republic of South Africa         Incorporated in the Republic of South Africa
(Registration number: 1986/002975/06)                (Registration number 2021/985213/07)  
Share code: ARH ISIN: ZAE000109435                   (“the Offeror”)      
(“ARB” or “the Company”)                                        


TRANSACTION UPDATE: IRREVOCABLE UNDERTAKINGS


1. Introduction
   ARB Shareholders are referred to the joint firm intention announcement and withdrawal cautionary
   announcement released on SENS on 27 January 2022 (“FIA”) (and using the terms defined therein),
   relating to the firm intention offer from the Offeror, to acquire the entire issued share capital of ARB, other
   than the Excluded Shares, by way of a scheme of arrangement, and the subsequent delisting of the
   Company.

2. Update on Irrevocable Undertakings
   ARB Shareholders are advised that subsequent to the publication of the FIA, the Offeror has obtained
   additional irrevocable undertakings from ARB Shareholders, such that ARB Shareholders holding
   collectively 65 445 469 ordinary shares, representing 75.13% of the Scheme Shares, have irrevocably
   undertaken to vote in favour of the Transaction.

3. Responsibility Statements
   The Independent Board and the Board, collectively and individually, accept responsibility for the information
   contained in this announcement to the extent that it relates to ARB. To the best of their knowledge and
   belief, such information contained in this announcement is true and nothing has been omitted which is likely
   to affect the importance of such information.

   The Offeror accepts responsibility for the information contained in this announcement to the extent that it
   relates to the Offeror. To the best of their knowledge and belief, such information contained in this
   announcement is true and nothing has been omitted which is likely to affect the importance of such
   information.

Durban
14 February 2022

Corporate Advisor and Transaction Sponsor to ARB
Merchantec Capital

Legal Advisor to ARB
Webber Wentzel

Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr

Joint Corporate Finance Advisors to the Offeror
Rand Merchant Bank (A division of FirstRand Bank Limited) and Apex Partners

Date: 14-02-2022 03:00:00
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