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Further extension of date for fulfilment of Conditions Precedent to the Scheme and General Offer
NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/005744/06)
(JSE share code: NIV ISIN: ZAE000169553)
(“Niveus” or the “Company”)
FURTHER EXTENSION OF DATE FOR FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME AND GENERAL OFFER
Unless otherwise defined, all capitalised terms have the same meanings as defined in the Circular.
Niveus Shareholders are referred to the circular ("Circular") containing details of the offer by HCI Niveus Holdco 1 Proprietary
Limited (“HCI Offerco”) to acquire all of the ordinary shares of no par value in the share capital of Niveus, other than those held
by the Excluded Shareholders, by way of a single offer comprising:
- the Scheme, as contemplated in section 114 of the Companies Act; and
- if the Scheme is proposed, but fails to be implemented in accordance with its terms, the General Offer as contemplated in
section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements.
Shareholders are further referred to the announcements released on SENS dated 4 December 2019 and 14 January 2020.
The Section 115(3)(b) Application referred to in the announcement dated 14 January 2020 was heard in the Western Cape High
Court, Cape Town on 9 March 2020, and judgment was reserved.
Having regard to the above and the further delays occasioned by the COVID-19 lockdown commencing on midnight on 26 March
2020 in South Africa, the relevant outstanding Scheme Conditions Precedent will not be fulfilled or waived before the Scheme
Longstop Date (being 31 March 2020). Niveus and HCI Offerco have therefore agreed to further extend the date for fulfilment or
waiver, if applicable, of the Scheme Conditions Precedent from 31 March 2020 to 30 June 2020 (or such other date as Niveus
and HCI Offerco may agree), subject to HCI Offerco being granted the right to terminate and cancel the Scheme by written notice
delivered to the Company at any time prior to the fulfilment (or waiver) of the last Scheme Condition Precedent.
Niveus and HCI Offerco have also agreed to extend the date for fulfilment or waiver, if applicable, of all the General Offer
Conditions Precedent from 30 April 2020 to 31 July 2020 (or such other date as Niveus and HCI Offerco may agree).
A further announcement will be released on SENS notifying Niveus Shareholders once (i) the aforementioned Scheme Conditions
Precedent have been fulfilled or waived; or (ii) the Scheme has failed. Such announcement will, to the extent necessary, provide
Niveus Shareholders with the updated salient dates and times pertaining to the implementation of the Scheme or the General
Offer, as the case may be.
The board of Niveus ("Niveus Board") and the independent board of Niveus established to consider the Scheme and the General
Offer ("Independent Board") accept responsibility for the information contained in this announcement to the extent that it relates
to it. To the best of the knowledge and belief of the Niveus Board and the Independent Board, the information contained in this
announcement pertaining to the Company is true and nothing has been omitted that is likely to affect the import of the information.
Cape Town
01 April 2020
Sponsor to Niveus
Investec Bank Limited
Legal adviser to Niveus
Edward Nathan Sonnenbergs Incorporated
Date: 01-04-2020 05:39:00
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