TASTE HOLDINGS LIMITED - Finalisation Announcement in Respect of the Taste Claw-Back Offer

Finalisation Announcement in Respect of the Taste Claw-Back Offer

TASTE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
Share code: TAS ISIN: ZAE000081162
(“Taste” or “the Company”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE TASTE CLAW-BACK OFFER


1. INTRODUCTION
  Shareholders are referred to the announcements (and using the terms defined therein unless
  otherwise stated) released on SENS on 4 April 2017 (“Strategic Restructure
  Announcement”) and on 19 May 2017 (“Declaration Announcement”) wherein
  Shareholders were advised, inter alia, of the proposed R120 million capital raise to be
  implemented by way of a Claw-Back Offer, in terms of which Taste will offer a total of
  80 000 012 new ordinary shares (the “Claw-Back Offer Shares”), at a subscription price of
  R1.50 per Claw-Back Offer Share in the ratio of 21.13210 Claw-Back Offer Shares for every
  100 ordinary shares held at the close of business on the Initial Record Date for the Claw-
  Back Offer, being Friday, 2 June 2017.

2. CLAW-BACK OFFER CIRCULAR
  Shareholders are advised that Taste has received formal approval of the Claw-Back Offer
  circular from the Issuer Regulation Division of the JSE Limited and accordingly, the Claw-
  Back Offer can now be implemented in accordance with the salient dates and times as set
  out in the Claw-Back Offer circular and in the Declaration Announcement, other than as
  detailed in paragraph 3 below.
  The Claw-Back Offer circular containing full particulars of the Claw-Back Offer, and the
  accompanying Form of Instruction for use by Certificated Shareholders only, will be
  distributed to Certificated Shareholders on Thursday, 1 June 2017.
  The Claw-Back Offer circular containing full particulars of the Claw-Back Offer will be
  distributed to Dematerialised Shareholders who have elected to receive such documents on
  Tuesday, 6 June 2017.
  The Claw-Back Offer circular will also be available for download from the Company’s website
  at www.tasteholdings.co.za from Tuesday, 30 May 2017.

3. AMENDMENT TO SALIENT DATE
  Shareholders are hereby advised that the last day for the Form of Instruction to be lodged
  with the Transfer Secretaries, by no later than 12:00, in respect of Certificated Shareholders
  wishing to sell all or part of their entitlement is Monday, 12 June 2017, and not Tuesday,
  13 June 2017 as set out in paragraph 3 of the Declaration Announcement.

4. EXEMPTION FROM OBLIGATION TO MAKE A MANDATORY OFFER
  Shareholders are referred to the Strategic Restructure Announcement wherein Shareholders
  were advised, inter alia, that due to the fact that the proposed Claw-Back Offer could result in
  the Entities Under Common Control acquiring more than 35% of the voting rights of Taste,
  the Remaining Shareholders would be requested in general meeting to waive their right to
  receive a Mandatory Offer. Following such approval of the Waiver by the Remaining
  Shareholders in general meeting on 17 May 2017, on 22 May 2017 the Takeover Regulation
  Panel (“Panel”) granted a ruling to confirm that the Entities Under Common Control are
  exempted from extending a Mandatory Offer to Taste Shareholders in terms of Section 123 of
  the Companies Act.
  Shareholders are advised that, as set out in Regulation 118(8), any person issued with a
  Ruling of the Panel may apply to the Takeover Special Committee for a hearing regarding the
  Ruling within –
  a) 5 business days after receiving the Ruling; or
  b) such longer period as may be allowed by the Committee on good cause shown.



Johannesburg
25 May 2017

Sponsor and Corporate Advisor
Merchantec Capital

Legal Advisor
Eversheds Sutherland

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