METTLE INVESTMENTS LIMITED - Withdrawal of Resolutions at the General Meeting of Mettle Shareholders

Withdrawal of Resolutions at the General Meeting of Mettle Shareholders

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")

Genfin Holdings Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/358979/07)
("Genfin” or "the Offeror")

WITHDRAWAL OF RESOLUTIONS AT THE GENERAL MEETING OF METTLE SHAREHOLDERS

1.   Introduction

     Shareholders are referred to the announcement released on SENS by Mettle and Genfin on
     6 February 2020 in which the board of directors of Mettle (“the Board”) advised that the Company
     had entered into an implementation agreement with inter alia Genfin (the “Implementation
     Agreement”), regarding an offer by Genfin to acquire all of the issued shares of the Company
     (“Shares”) that it does not own, other than the Shares held by certain Shareholders, by way of a
     scheme of arrangement, for a cash consideration of R2.10 per Share (“the Proposed Scheme”).

2.   Notification of Material Adverse Event

     As a condition precedent to the Proposed Scheme, as contained in the Implementation Agreement,
     Genfin was, after fulfilment of certain conditions precedent to the Proposed Scheme, to provide
     Mettle with written notice, confirming that it is satisfied that no material adverse event has occurred
     or is expected to occur, which, in its opinion, could have inter alia an adverse effect on the business,
     financial condition, operating results, assets or liabilities of the Company or the value of the
     Company’s shares (“the Written Notice”).

     Shareholders are advised that Genfin has confirmed that, given the current COVID-19 pandemic,
     it will not be issuing such Written Notice. As such, the Proposed Scheme will not become
     unconditional and cannot be implemented.

3.   Withdrawal of resolutions at the General Meeting

     Notice is hereby given that, while the General Meeting to be held electronically at 12:00 on
     Thursday, 2 April 2020 will still take place, the resolutions required to give effect to the Proposed
     Scheme will be withdrawn at the commencement thereof.


Cape Town
31 March 2020

Joint Corporate Advisor and Transaction Designated            Joint Corporate Advisor
                     Advisor
            Questco Proprietary Limited              Mettle Corporate Finance Proprietary Limited


          Legal Advisor to the Company                      Legal Advisor to the Offeror
             Cliffe Dekker Hofmeyr Inc               Edward Nathan Sonnenbergs Inc t/a ENSafrica


                Independent Expert
          Nodus Capital Proprietary Limited

Date: 31-03-2020 02:41:00
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