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Distribution of Circular and Notice of General Meeting
INSIMBI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB ISIN: ZAE000116828
("Insimbi" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless expressly defined, capitalised terms herein have the same meaning given to them in the Circular.
1. DISTRIBUTION OF CIRCULAR
1.1. Shareholders are referred to the announcement released by Insimbi on SENS on 21 June 2024, advising
shareholders of a repurchase of a number of listed ordinary issued Insimbi shares and disposals of
certain business assets owned by its subsidiaries ("Transaction").
1.2. A Circular containing full details of the Transaction has today been distributed to Shareholders that were
recorded as such in the register of Shareholder of the Company ("Register") on Friday, 5 July 2024. The
Circular also incorporates a notice convening a General Meeting of Shareholders.
1.3. The Circular is available on Insimbi's website at: www.insimbi-group.co.za
2. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders will be held at 10:00 on Monday,
12 August 2024 at the offices of the Company at 359 Crocker Road, Wadeville, Extension 4, Germiston, to
consider and, if deemed fit, to pass, with or without modification the resolutions required to be approved by
Shareholders in order to authorise and implement the Transaction.
3. SALIENT DATES AND TIMES
2024
Record date to determine which Shareholders are eligible to receive this Friday, 5 July
Circular (including the Notice of General Meeting) on
Circular posted to Shareholders and notice convening the General Meeting Thursday, 11 July
released on SENS on
Last day to trade in Insimbi Shares in order to be eligible to attend, participate Tuesday, 30 July
in and vote at the General Meeting on
General Meeting Record Date for Shareholders to be recorded in the Register Friday, 2 August
in order to be eligible to attend, participate in and vote at the General Meeting
on
For administrative reasons, Forms of Proxy in respect of the General Meeting Wednesday, 7 August
to be lodged with Transfer Secretaries by no later than 10:00 on
Forms of Proxy not lodged timeously with the Transfer Secretaries, to be Monday, 12 August
handed to the chairperson of the General Meeting before the appointed proxy
exercises the Shareholder's rights at the General Meeting on
General Meeting of Shareholders to be held at 10:00 on Monday, 12 August
Results of General Meeting released on SENS on or about Monday, 12 August
Results of General Meeting published in the South African press on Tuesday, 13 August
If the Repurchase is approved by Shareholders at the General Meeting:
Last date on which Shareholders who voted against the Section 48(8)(b) Monday, 19 August
Special Resolutions may require Insimbi to seek court approval in terms of
section 115(3)(a) of the Companies Act, but only if the Section 48(8)(b) Special
Resolutions were opposed by at least 15% of the voting rights exercised
thereon
Last date on which Shareholders who voted against the Section 48(8)(b) Monday, 26 August
Special Resolutions may make application to the court in terms of section
115(3)(b) of the Companies Act for leave to apply for a review of the Section
48(8)(b) Special Resolutions, as the case may be
Last date for Insimbi to send objecting Shareholders notice of the adoption of Monday, 26 August
the Section 48(8)(b) Special Resolutions, in terms of section 164(4) of the
Companies Act
If no Shareholder exercises their rights in terms of section 115(3)(a) and
(b) of the Companies Act, then the following are the anticipated relevant
dates and times:
Compliance certificate anticipated to be received from the TRP on Tuesday, 27 August
Finalisation announcement expected to be released on SENS on Wednesday, 28 August
Finalisation announcement expected to be published in the South African Thursday, 29 August
press on
Expected implementation date of the Repurchases on or about Friday, 30 August
Delisting application letter lodged with the JSE for the delisting of the Friday, 30 August
Repurchase Shares
Expected termination of listing of Repurchase Shares at the commencement Monday, 2 September
of trading on or about
Notes
1. All of the above dates and times are subject to change. Any changes made will be notified to
Shareholders by release on SENS and published in the South African press. Changes may be subject
to approval by the JSE and/or the TRP.
2. Shareholders should note that, as transactions in shares are settled in the electronic settlement system
used by Strate, settlement of trades take place three Business Days after such trade. Therefore,
persons who acquire Shares after the last day to trade in order to be eligible to vote at the General
Meeting, namely Tuesday, 30 July 2024, will not be able to vote at the General Meeting.
3. A Shareholder may submit the Form of Proxy at any time before the commencement of the General
Meeting (or any adjournment or postponement of the General Meeting) or hand it to the chairperson of
the General Meeting before the General Meeting (or any adjournment or postponement of the General
Meeting), provided that, should a Shareholder lodge the Form of Proxy with the Transfer Secretaries
less than 48 hours before the General Meeting, a Shareholder will also be required to furnish a copy
of such Form of Proxy to the chairperson of the General Meeting before the appointed proxy exercises
any of such Shareholder's rights at the General Meeting (or any adjournment or postponement of the
General Meeting).
4. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial time of the
General Meeting will remain valid in respect of any such adjournment or postponement.
5. All times given in this announcement are local times in South Africa.
4. RESPONSIBILITY STATEMENTS
4.1. The Independent Board, collectively and individually, accept responsibility for the accuracy of the
information given in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement is true, that no facts have been omitted which would make
any statement in this announcement false or misleading, that all reasonable enquiries to ascertain such
facts have been made and that this announcement contains all information required by law, the
Companies Act, the Regulations, and the JSE Listings Requirements.
4.2. The Board collectively and individually accept full responsibility for the accuracy of the information given
and certify that to the best of their knowledge and belief there are no facts that have been omitted which
would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts
have been made and that this announcement contains all information required by law the Companies
Act, the Regulations and the JSE Listings Requirements.
Johannesburg
11 July 2024
Transaction Advisor and Sponsor
PSG Capital
Date: 11-07-2024 03:40:00
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