METTLE INVESTMENTS LIMITED - Exercise by Dissenting Shareholders of Appraisal Rights

Exercise by Dissenting Shareholders of Appraisal Rights

Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
(“Mettle” or the “Company”)



EXERCISE BY DISSENTING SHAREHOLDERS OF APPRAISAL RIGHTS


1.     Introduction

1.1.      Shareholders are referred to the circular issued to Shareholders on 19 October 2020
          (the “Circular”) and the announcements released on the Stock Exchange News Service
          (“SENS”) by Mettle and the Offerors on 11 September 2020, 19 October 2020 and
          24 November 2020 (the “24 November SENS Announcement”).

1.2.      Capitalised words and phrases in this announcement shall, unless the context indicates
          otherwise, bear the same meanings ascribed thereto in the Circular.

2.     Exercise by Dissenting Shareholders of Appraisal Rights

2.1.      As detailed in the Circular, Shareholders were afforded the right, in terms of section 164 of the
          Companies Act, 2008 (Act 71 of 2008), as amended (“Act”), to demand that the Company pay
          them the fair value of all of such number of Mettle Shares as may form the subject matter of
          their demand (“Appraisal Rights”).

2.2.      As per the Circular and the Notice of General Meeting, Shareholders wishing to exercise their
          Appraisal Rights (“Dissenting Shareholders”) were required to, inter alia, provide the
          Company with a written Notice of Objection before the General Meeting.

2.3.      Subsequent to the 24 November SENS Announcement, the Company received Valid Appraisal
          Demands from all Dissenting Shareholders listed in the 24 November SENS Announcement.

2.4.      The Company and some of the Dissenting Shareholders subsequently entered into agreements
          pursuant to which the Dissenting Shareholders accepted the offer made by the Company in
          terms of section 164(11) of the Companies Act, and tendered their Mettle Shares to the
          Company.

2.5.      Accordingly, the Company has repurchased a total of 802 799 Mettle Shares (“Dissenting
          Shareholders’ Shares”) from the following Dissenting Shareholders, at a price of R2.50 per
          Dissenting Shareholders’ Share (“Purchase Price”):

          Registered holder of      Beneficial owner of   Number of        Number of        Total
          Mettle Shares             Mettle Shares         Dissenting       Dissenting       Purchase
                                                          Shareholders’    Shareholders’    Price
                                                          Shares           Shares as a %
                                                                           of issued
                                                                           Mettle Shares1
          Breede Coalitions (Pty)   Breede                500 000          0.20%            R1 250 000
          Ltd (“Breede”)
          Standard      Bank        Wahoo Investments     302 799          0.12%            R756 997.50
          Nominees (RF) (Pty)       (Pty) Ltd
          Ltd
          Total                                           802 799          0.32%            R2 006 997.50


         Note:
         1. Based on 247 174 375 Mettle Shares in issue.

2.6      The Company has applied to the JSE for the delisting of the Dissenting Shareholders’ Shares
         with effect from the commencement of trading on or about Friday, 18 December 2020,
         whereafter the Dissenting Shareholders’ Shares will be cancelled.

3.    Responsibility Statement

      The Board accepts responsibility for the information contained in this announcement as it pertains
      to Mettle. To the best of the Board's knowledge and belief, the information contained in this
      announcement as it pertains to Mettle is true and nothing has been omitted which is likely to affect
      the importance of such information.



Cape Town
14 December 2020


     Joint Corporate Advisor and Designated Advisor                          Joint Corporate Advisor


                Questco Proprietary Limited                         Mettle Corporate Finance Proprietary Limited


              Legal Advisor to the Company


                         RH Legal

Date: 14-12-2020 03:45:00
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