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Proposed Delisting and Voluntary Winding-Up, Distribution of Circular and Notice of GM and Special Dividend
Trencor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/002869/06)
Share code: TRE
ISIN: ZAE000007506
("Trencor" or the "Company")
PROPOSED DELISTING AND VOLUNTARY WINDING-UP OF TRENCOR, DISTRIBUTION OF CIRCULAR AND
NOTICE OF GENERAL MEETING AND DECLARATION OF A SPECIAL DIVIDEND
INTRODUCTION
Shareholders are advised that the board of directors of the Company (the "Board") has resolved to propose to
Shareholders the voluntary winding-up of the Company as contemplated in section 79(1)(a)(i) of the Companies Act, 2008
("Companies Act") and in accordance with sections 11.32 - 11.33 of the JSE Listings Requirements and section 80 of the
Companies Act (the "Voluntary Winding-Up"), which will result in the delisting of Trencor Shares on the JSE and the
winding-up and dissolution of Trencor.
The Voluntary Winding-Up is subject to Shareholder approval as well as the preparation, approval and publication of a
Circular to Shareholders.
Shareholders are advised that the Circular, containing details of the Delisting. and Voluntary Winding-Up and containing
a Notice of a General Meeting to approve the relevant resolutions pertaining thereto, was distributed today, Thursday,
29 May 2025, to Shareholders registered as such on the record date, being Friday, 23 May 2025. The Circular is
available on the Company's website: www.trencor.net.
The capitalised terms used but not defined in this announcement shall bear the same meaning given to such terms in the
Circular.
Shareholders are further advised that the Board has, in anticipation of the Voluntary Winding-Up, resolved to declare a
special dividend of 90 cents per share to Shareholders in an aggregate amount of R156 181 208,40 (the "Special
Dividend"), subject to certain conditions (the "Distribution Conditions") as set out in the Circular being fulfilled.
TAXATION CONSIDERATIONS RELATING TO THE SPECIAL DIVIDEND AND VOLUNTARY WINDING-UP
Neither the declaration of the Special Dividend nor the Voluntary Winding-Up will have any South African tax consequences
for the Company such that it will, as a result of those actions, be required to pay tax other than the tax that may ordinarily
arise for the Company as a registered taxpayer in South Africa.
The Circular contains a description of certain aspects of South African tax law relating to the Special Dividend and the
Voluntary Winding-Up as it may pertain to Shareholders. It is not intended to be, nor should it be considered as, legal or
taxation advice. Tax legislation is subject to frequent change and accordingly the comments set out in the Circular may be
subject to change, possibly with retrospective effect. Shareholders should consult their own professional advisors with
regard to the tax implications arising in respect of the Special Dividend and Voluntary Winding-Up. Shareholders who do
not constitute a "resident" as defined in the Income Tax Act are advised to consult their own professional advisors to
ascertain the tax treatment of the Special Dividend and the Voluntary Winding-Up in their country of tax residence, having
regard inter alia to any applicable DTA between South Africa and their country of tax residence.
SARB APPROVAL
Trencor has obtained the requisite approval from the South African Reserve Bank for the delisting of the Trencor Shares
on the JSE pursuant to the Voluntary Winding-Up, and is in the process of obtaining the requisite approval from the South
African Reserve Bank for the Special Dividend, such approval being one of the Distribution Conditions.
NOTICE OF A GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders will be held electronically on Monday, 30 June 2025 at
09:00, to consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the Notice of a
General Meeting attached to the Circular.
Shareholders are referred to the "Action required by Shareholders" section of the Circular, which contains information as
to the action they need to take in regard to the General Meeting.
SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting, Special Dividend, Delisting and Voluntary Winding-Up are
set out below:
2025
Notice record date, being the date on which a Shareholder Friday, 23 May
must be registered in the Register in order to be eligible to
receive the Notice of General Meeting
Circular incorporating the Notice of General Meeting and Thursday, 29 May
Form of Proxy, distributed electronically to Shareholders
Announcement of distribution of Circular, notice convening Thursday, 29 May
the General Meeting and declaration announcement in
respect of the Special Dividend released on SENS
Last day to trade Shares in order to be recorded in the Tuesday, 17 June
Register to vote at the General Meeting
General Meeting record date, being the date on which a Friday, 20 June
Shareholder must be registered in the Register in order to be
eligible to participate in the General Meeting and to vote
thereat, by close of trade
For administrative reasons, it is recommended that Forms of Friday, 27 June
Proxy in respect of the General Meeting to be lodged at or
received via post by the Transfer Secretaries by no later than
09:00
Form of Proxy in respect of the General Meeting to be sent Monday, 30 June
to the Transfer Secretaries at any time before the proxy
exercises any rights of the Shareholder at the General
Meeting
General Meeting held electronically at 09:00 Monday, 30 June
Results of the General Meeting published on SENS Monday, 30 June
If the Distribution Conditions are fulfilled and the
Voluntary Winding-Up is approved by Shareholders at
the General Meeting
Expected finalisation announcement published on SENS by Tuesday, 8 July
11:00
Expected last day to trade in Shares in order to be eligible to Tuesday, 15 July
receive the Special Dividend
Expected date on which Trencor Shares suspended on JSE Wednesday,16 July
trading system
Expected Trencor Distribution Record Date Friday, 18 July
Expected date on which Dematerialised Shareholders' Monday, 21 July
accounts with their CSDP or Broker, and Certificated
Shareholders' accounts, credited with the Special Dividend
on or about
Expected date on which termination of Trencor Shares on Tuesday, 22 July
the JSE at commencement of business
Expected date on which the Company will be placed into Wednesday, 23 July
liquidation (or as soon as reasonably possible thereafter)
Notes:
1. All dates and times indicated above are South African Standard Time.
2. Forms of Proxy must be lodged with the Transfer Secretaries in accordance with the instructions provided in the Notice
of a General Meeting attached to the Circular.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by
Strate, settlement of trade takes place three Business Days after such trade. Therefore, Shareholders who acquire
Shares after the last day to trade in order to be recorded in the Register to vote will not be able to participate in and
vote at, the General Meeting. Furthermore, share certificates for Shares may not be dematerialised or rematerialised
after the last day to trade in order to be recorded in the Register to vote and the record date to participate and vote at
the General Meeting (the General Meeting record date being included).
4. Furthermore, share certificates for Shares may not be dematerialised or rematerialised after the last day to trade and
the Distribution Record Date (the Distribution Record Date being included).
5. The above salient dates and times may be amended to cater for the delayed fulfilment of any condition precedent.
Trencor Services Proprietary Limited
Secretaries
Sponsor
Investec Bank Limited
Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.
www.trencor.net
29 May 2025
Date: 29-05-2025 04:00:00
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