JASCO ELECTRONICS HOLDINGS LIMITED - Update to the Disposal of Jasco's interest in Reflex Solutions Proprietary Limited

Update to the Disposal of Jasco's interest in Reflex Solutions Proprietary Limited

JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/003293/06)
Share Code: JSC            ISIN: ZAE000003794
("Jasco" or “the Group”)


UPDATE TO THE DISPOSAL OF JASCO’S INTEREST IN REFLEX SOLITIONS PROPRIETARY LIMITED
Shareholders are referred to the detailed terms announcement released on SENS on 5 October 2020,
regarding the Disposal of Jasco’s interest in Reflex Solutions Proprietary Limited (“Reflex”) (the
“Disposal Announcement”). Shareholders are further referred to Audited Results for the year ended 30
June 2020, which was released on SENS on 15 December 2020 and which advised shareholders that
the circular regarding the Disposal of Reflex and containing the notice of general meeting (“Disposal
Circular”) was expected to be distributed by 31 January 2020.


Jasco and Reflex, together with its Auditors, are in the process of finalising the report of historical
financial information for Reflex which is required to be included in the Disposal Circular in terms of the
JSE Listings Requirements. The JSE has granted the Group further extension to distribute the Disposal
Circular to shareholders by no later than 31 March 2021.


Shareholders are further advised that Jasco and Reflex concluded addendums to the Reflex Put Option
Agreement, in terms of which the dates by when the Conditions Precedent must be fulfilled was
amended as follows:

•  by not later than 30 April 2021, the requisite majority of shareholders of Jasco will have passed the
   requisite resolution(s) in accordance with the Act and/or the JSE Listings Requirements approving
   the exercise by Jasco of the Put Option and giving the directors of Jasco the power to exercise the
   Put Option and to perform all acts required of Jasco in order to implement the Disposal;

•  by not later than 30 April 2021, to the extent applicable, the regulatory approvals required by,
   amongst others, the Competition Authorities and the Takeover Regulation Panel established in
   terms of the Act, for the implementation of the Disposal shall have been granted.

•  If the Disposal fails to become unconditional by 30 April 2021, or if Jasco fails to issue Disposal
   Circular on or before 31 March 2021, Myriad shall charge Jasco a break fee in the amount of
   R15,000,000.00 (“Break Fee”) payable within five days of the date on which the Disposal failed to
   become unconditional. Failure to pay the Break Fee on time will result in the Break Fee accruing
   interest at the rate of prime plus 10%.


Midrand
29 January 2021
Legal Advisor to Jasco
Stein Scop Attorneys Inc.
Joint Corporate Advisor and Sponsor
Grindrod Bank Limited

Date: 29-01-2021 05:00:00
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