HULISANI LIMITED - Acquisition of a Viable Asset and Renewal of the Cautionary Announcement

Acquisition of a Viable Asset and Renewal of the Cautionary Announcement

HULISANI LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06)
Share code: HUL ISIN: ZAE000212072
(“Hulisani” or “the Company”)

ACQUISITION OF A VIABLE ASSET AND RENEWAL OF THE CAUTIONARY
ANNOUNCEMENT

1.   INTRODUCTION

     Hulisani is pleased to announce that it has entered into a
     share subscription and share repurchase agreement with Red
     Cape Investments Proprietary Limited (“Red Cap”) and
     Eurocape Renewables Proprietary Limited (“Eurocape”) (“the
     Agreement”) and their respective shareholders whereby
     Hulisani will acquire the entire issued share capital of Red
     Cap and Eurocape (“the Acquisition”).

     The shareholders of Red Cap are Tzing Investments
     Proprietary Limited, Kerligyn Proprietary Limited and Lance
     Blaine.

     The shareholders of Eurocape are the Kasouga Trust, the
     Gerard Latouf Family Trust and Leadwood Capital Proprietary
     Limited.

     The effective date of the Acquisition will be the date on
     which the conditions precedent to the Agreement have been
     fulfilled or waived (“Effective Date”).

2.   RATIONALE FOR THE ACQUISITION

     Hulisani was established to pursue the acquisition of, and
     investment in, companies focused on, and operating in, the
     energy sector and which evidence good potential for growth.

     The Kouga Wind Farm is a round 1, 80 megawatt Renewable
     Energy Independent Power Producer Procurement Project and
     was constructed under a turnkey Engineering, Procurement and
     Construction contract with the European OEM Nordex. The
     wind farm reached Commercial Operation Date on the 17th of
     March 2015 and has a 20 year agreement to supply electricity
     to Eskom (“the Kouga Project”).

     By entering into the Acquisition, Hulisani will be taking
     its first step in fulfilling this vision.

3. INFORMATION ON RED CAP

      Red Cap is a holding company, with its primary asset being
      a 5.46% shareholding in the Kouga Wind Farm located in the
      Kouga region of the Eastern Cape.


4. INFORMATION ON EUROCAPE

     EurpoCape is a holding company, with its primary asset being
     a 1.21% shareholding the Kouga Project.

5.    SALIENT TERMS OF THE AGREEMENT

       5.1   In terms of the Agreement, Hulisani will subscribe for
              400 ordinary shares in Red Cap for a subscription
              consideration of R118 949 033 and for 100 ordinary
              shares in Eurocape for a subscription consideration
              of R26 312 968 (“the Subscriptions”). Subsequent to
              the Subscriptions, both Red Cap and Eurocape will
              repurchase all shares issued to their existing
              shareholders for R118 949 033 and R26 312 968
              respectively (“the Repurchases”). The effect of the
              Subscriptions and Repurchases is that Hulisani will
              hold 100% of the shares in both Red Cap and Eurocape.

       5.2   The Acquisition will be subject to the fulfilment or
             waiver of the following conditions precedent by no
             later than 2 February 2017:

        5.2.1    a resolution passed by the majority of the
                 disinterested directors of Hulisani approving the
                 Acquisition, as required in terms of the Listings
                 Requirements of the JSE Limited (“JSE”) and the
                 Hulisani MOI;
        5.2.2    the approval of the Acquisition by Hulisani
                 shareholders in terms of the Listings Requirements
                 of the JSE; and
        5.2.3    all other regulatory approvals as may be required
                 to implement the Acquisition; and
        5.2.4    other conditions precedent that are customary to
                 a transaction of this nature.

      5.3   Red Cap and Eurocape have provided warrantees that
            they shall have no liabilities or assets other than
            the shares in the Kouga Project on the Effective Date.
            Hulisani, Red Cap and Eurocape have provided
            additional warranties that are standard for a
            transaction of this nature.

6.   CATEGORISATION

     The Acquisition qualifies as a Category 2 acquisition in
     terms of the JSE Listings Requirements. As the Acquisition
     will be classified as the Company’s Viable Asset
     Acquisition, a circular, setting out full details of the
     Acquisition, will be distributed to Hulisani shareholders
     within 60 days of the date of this announcement.

     Post the successful conclusion of the Acquisition, the JSE
     will no longer classify Hulisani as a SPAC and subject to
     the approval of the JSE, the Company will be listed on the
     Main Board as an investment entity.

7.   RENEWAL OF CAUTIONARY ANNOUNCEMENT

     Until such time as all the information required in terms of
     the Listings Requirements have been disclosed, shareholders
     are advised to continue to exercise caution when dealing in
     the Company’s securities until a further announcement is
     made.

Johannesburg
27 September 2016

Sponsor and Corporate Advisor: PSG Capital Proprietary Limited

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