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Process Data - PRO RATA Offer and Delisting
Excellerate Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL ISIN: ZAE000026092
(“Excellerate” or “the Company”)
PROCESS UPDATE: PRO RATA OFFER AND DELISTING
Shareholders are referred to the previous announcements released on SENS and the Excellerate shareholders
circular dated 2 July 2012 in respect of:
1. a pro rata offer to be made by the Company to all Excellerate shareholders to acquire all Excellerate
shareholders’ shares in the Company in terms section 48 of the Companies Act 2008 (the “Companies
Act”) for an offer price of R1.15 per Excellerate share (the “offer”) to be effected by way of a scheme
of arrangement in terms of section 114 of the Companies Act (the “scheme”); and
2. the delisting of all Excellerate shares from the JSE Limited (the “delisting”),
(collectively, the “transactions”), including the results announcement dated 31 July 2012 in terms whereof it
was announced that approximately 92% of the votes cast at the scheme meeting voted in favour of the
transactions.
As at today’s date, the only remaining condition to the transactions is the issue of a compliance certificate
by the Takeover Regulation Panel (“TRP”) in respect of the scheme in terms of section 119(4) of the
Companies Act, the issue of which has been formally requested from the TRP.
In this regard, Excellerate shareholders are advised that the TRP has informed the Company that the TRP had
received a request from a minority shareholder in Excellerate (holding approximately 1% of the Excellerate
shares) (“minority shareholder”) for the TRP to investigate whether any concert party relationship in
relation to the scheme exists between shareholders of the Company inter se or between the Company and any
of its shareholders. The Company confirmed to the TRP that it is not party to any such arrangements and,
having made due enquiries in pursuing the transactions, is not aware of any such arrangements amongst any
of its shareholders. The Company has furnished confirmations to this effect to both the TRP and the minority
shareholder. The Company is entirely satisfied that the scheme and the offer have been duly implemented to
date in full compliance with all relevant legal and regulatory obligations and requirements. The company is
committed to co-operate fully with the TRP to enable the TRP to expeditiously conclude its investigation.
Recognising that the transactions remain conditional on the issue by the TRP of a compliance certificate in
terms of section 119(4) of the Companies Act, the TRP investigation will delay the transactions and the
implementation thereof. The Company will publish a revised timetable detailing the implementation of the
transactions as soon as it is in a position to do so.
Johannesburg
17 August 2012
Corporate advisor and transaction sponsor to Excellerate
Javacapital
Attorneys to Excellerate
Malan Scholes Attorneys
Date: 17/08/2012 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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