CROOKES BROTHERS LIMITED - Approval of the Waiver of Mandatory Offer and update on the Claw-back Offer

Approval of the Waiver of Mandatory Offer and update on the Claw-back Offer

CROOKES BROTHERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1913/000290/06)
Share code: CKS
ISIN: ZAE000001434
(“Crookes Brothers” or “the Company”)

APPROVAL OF THE WAIVER OF MANDATORY OFFER AND UPDATE ON THE CLAW-BACK OFFER

1. Approval of the Waiver of Mandatory Offer

    1.1.        Crookes Brothers shareholders (“Shareholders”) are referred to the announcement
                published by the Company on the Stock Exchange News Service (“SENS”) of the JSE
                Limited (“JSE”) dated 30 July 2015 which detailed the results of the general meeting
                of Shareholders held on even date, wherein it was stated that, inter alia, a majority of
                independent Shareholders present and voting at the meeting approved the waiver of
                the requirement for Silverlands to make a mandatory offer (“Waiver”) as set out in the
                circular to Shareholders dated 2 July 2015 (“Circular”).

    1.2.        Pursuant to the approval of the Waiver, an application was made to the Takeover
                Regulation Panel (“TRP”) for an exemption from the obligation of Silverlands to make
                a mandatory offer to the remaining Shareholders in accordance with the TRP’s
                guideline 2/2011 concerning waivers of mandatory offers (“TRP Guideline”).

    1.3.        Shareholders were advised in the Circular that any Shareholder who wished to make
                representations relating to the Waiver, had 10 business days from the date of posting
                of the Circular to make such representations to the TRP. Further, that any such
                representations would be taken into account before the TRP would consider its ruling.
                No representations and/or objections were received by the TRP from Shareholders in
                this regard.

    1.4.        Further to the submission of the application for the exemption referred to in paragraph
                1.2 above, the TRP has approved the application and ruled that to the extent that
                Silverlands is able to exercise voting rights equal to or in excess of the Prescribed
                Percentage as a result of the Silverlands Share Issue and Claw-back Offer ("TRP
                Ruling”), Silverlands is exempted from the obligation to make a mandatory offer to
                the remaining Shareholders in terms of section 123 of the Companies Act, Act 71 of
                2008, as amended.

    1.5.        In accordance with the TRP Guideline, Shareholders are hereby informed that they
                may request the Takeover Special Committee to review the TRP Ruling within five
                business days of the publication of this announcement. After the expiry of the
                aforesaid five business day period, in the absence of any such request, the TRP
                proceedings relating to the Waiver shall be regarded as fully completed.

2. Update on the Claw-back Offer

    Shareholders are referred to the announcement published on SENS dated 25 June 2015 which
    contained the salient terms of the Claw-back Offer, including the conditions precedent to which
    the implementation of the Claw-back Offer is subject. Pursuant to the approval of the Waiver by
    Shareholders and the TRP, Shareholders should note that the implementation of the Claw-back
    Offer remains subject to the fulfilment of the following remaining outstanding conditions
    precedent:

    2.1.        approval of the Claw-back Offer documentation by the JSE; and
    2.2.        competition authority approvals.
    
    It is expected that the aforementioned outstanding conditions precedent will be fulfilled around
    mid-October 2015, at which time a further announcement will be published setting out the full
    details of the Claw-back Offer.

11 August 2015
Renishaw

Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)

Legal advisors to the Company
Norton Rose Fulbright South Africa Inc.

Legal advisors to Silverlands
Cliffe Dekker Hofmeyr Incorporated

Date: 11/08/2015 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.