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Listing of Niveus Investments
NIVEUS INVESTMENTS LIMITED HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration number: 1996/005744/06 Registration number: 1973/007111/06
Share code: NIV Share code: HCI
ISIN: ZAE000169553 ISIN: ZAE000003257
(“Niveus Investments” or “the Company”) (“HCI”)
LISTING OF NIVEUS INVESTMENTS ON THE JSE
HCI shareholders are referred to the announcement dated 30 July 2012 and the abridged pre-listing statement
dated 31 August 2012, in connection with the listing of Niveus Investments and the pro-rata offer, by HCI, to
holders of ordinary shares in HCI to receive their pro-rata portion of 45% of the shares in Niveus Investments
by tendering one HCI ordinary share (“HCI Share”) for repurchase by HCI in exchange for the distribution in
specie by HCI of 11.95191 Niveus Investments ordinary shares (“Niveus Investments Shares”) per HCI Share
repurchased (collectively the “Pro-rata Repurchase and Distribution”).
In terms of the Pro-rata Repurchase and Distribution, HCI shareholders may elect to tender one HCI Share for
every 11.95191 Niveus Investments Shares received, up to 3.07% of their HCI shareholding (“Pro-rata
Entitlement”). In addition HCI shareholders may elect to tender such additional HCI Shares in terms of excess
applications provided that HCI shall not repurchase more than 3.07% of its entire issued share capital, net of
treasury shares (“Excess Applications”). In aggregate, a total of 48 203 589 Niveus Investments Shares are
available for distribution.
HCI shareholders are advised of the following:
Important Dates & Times
1. To the extent HCI shareholders elect to participate in the Pro-rata Repurchase and Distribution and
thereby receive their Pro-rata Entitlement of Niveus Investments Shares, they will be entitled to trade
their Pro-rata Entitlement of Niveus Investments Shares from the date of listing, being Monday, 10
September 2012.
2. The Niveus Investments Shares which shall be distributed in terms of a HCI shareholder’s Pro-rata
Entitlement, will be credited to the accounts (and the relevant number of HCI Shares debited from their
accounts) (held at the relevant CSDP or broker) of those dematerialised HCI shareholders on or about
Monday, 17 September 2012.
3. Similarly for certificated HCI shareholders, the Niveus Investments share certificates which shall be
distributed in terms of a HCI shareholder’s Pro-rata Entitlement, will be posted to certificated HCI
shareholders (provided their Form of Election, Surrender and Transfer and documents of title are
received on or prior to 12h00 on the record date) on or about Monday, 17 September 2012.
4. The Niveus Investments Shares which shall be distributed in terms of the Excess Applications, will be
credited to the accounts (and the relevant number of HCI Shares debited from their accounts) (held at
the relevant CSDP or broker) of those dematerialised HCI shareholders on or about Wednesday, 19
September 2012.
5. Similarly for certificated HCI shareholders, the Niveus Investments share certificates which shall be
distributed in terms of the Excess Applications, will be posted to certificated HCI shareholders
(provided their Form of Election, Surrender and Transfer and documents of title are received on or
prior to 12h00 on the record date) on or about Wednesday, 19 September 2012.
The important dates and times are set out below:
2012
Last date to trade HCI Shares in order to be recorded in the HCI Share Friday, 7 September
register on the record date in order to elect to participate in the Pro-rata
Repurchase and Distribution on
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Listing of Niveus Investments Shares on the JSE with effect from the Monday, 10 September
commencement of business under the abbreviated name: Niveus, JSE code:
NIV, and ISIN ZAE000169553 on
Commencement of trade in Niveus Investments Shares on (HCI Monday, 10 September
shareholders who have elected to participate in the Pro-rata Repurchase and
Distribution will be entitled to trade their Pro-rata Entitlement of Niveus
Investments Shares)
HCI Shares trade excluding the entitlement to the Pro-rata Repurchase and Monday, 10 September
Distribution on
Record date to participate in the Pro-rata Repurchase and Distribution being Friday, 14 September
the date on which HCI shareholders must be recorded in the HCI share
register in order to elect to participate in the Pro-rata Repurchase and
Distribution on
Last date on which the HCI shareholders can make an election to participate Friday, 14 September
in the Pro-rata Repurchase and Distribution by 12h00 on
Niveus Investments share certificates which shall be distributed in terms of Monday, 17 September
an HCI shareholder’s Pro-rata Entitlement will be posted to certificated HCI
shareholders who elected to participate in the Pro-rata Repurchase and
Distribution (provided their Form of Election, Surrender and Transfer and
documents of title are received on or prior to 12h00 on the record date) on or
about
Niveus Investments Shares which shall be distributed in terms of an HCI Monday, 17 September
shareholder’s Pro-rata Entitlement, will be credited to the accounts (held at
the relevant CSDP or broker) of those dematerialised HCI shareholders who
elected to participate in the Pro-rata Repurchase and Distribution (and the
relevant number of HCI Shares debited from their accounts) on or about
Niveus Investments share certificates which shall be distributed in terms of Wednesday, 19 September
the Excess Applications will be posted to certificated HCI shareholders who
elected to participate in the Pro-rata Repurchase and Distribution (provided
their Form of Election, Surrender and Transfer and documents of title are
received on or prior to 12h00 on the record date) on or about
Niveus Investments Shares which shall be distributed in terms of the Excess Wednesday, 19 September
Applications will be credited to the accounts (held at the relevant CSDP or
broker) of those dematerialised HCI shareholders who elected to participate
in the Pro-rata Repurchase and Distribution (and the relevant number of HCI
Shares debited from their accounts) on or about
Notes:
1. All dates and times indicated above are South African Standard Times.
2. HCI Shareholders are advised that no dematerialisation or rematerialisation of HCI Shares may take place between Monday, 10
September 2012 and Friday, 14 September 2012, both days inclusive.
3. Dematerialised HCI shareholders are reminded that they must advise their CSDP or broker, in the manner stipulated in the
custody agreement governing the relationship between them and their CDSP or broker, as to the number of HCI Shares in
respect of which they are electing to participate in the Pro-rata Repurchase and Distribution and the additional HCI Shares they
would like to tender in terms of the Excess Applications. The timeframes set out in the custody agreement may differ from the
timeframes outlined above, and HCI shareholders should consult their CSDP, broker or other professional adviser if they are
uncertain as to what actions to take.
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Tax Implications
1. As set out in the HCI circular dated 30 July 2012, HCI shareholders will be liable for securities transfer
tax, being 0.25% payable on the value of the Niveus Investments Shares received in terms of the Pro-
rata Repurchase and Distribution. Dematerialised HCI shareholders need to liaise with their CSDP or
broker to ensure that there is sufficient cash in their accounts to settle the securities transfer tax
payable. Certificated HCI shareholders need to provide the transfer secretaries with the necessary
amount of cash to settle the securities transfer tax payable.
2. In effect, for every 1,000 HCI Shares held by a HCI shareholder on the record date, the HCI
shareholder may tender 31 HCI Shares to be repurchased by HCI in exchange for 371 Niveus
Investments Shares to be distributed as a dividend in specie to the HCI shareholder. Considering that
Niveus Investments Shares will be distributed at a value of R7.12 per Niveus Investments Share, and
in accordance with current tax legislation, an HCI shareholder will have to pay securities transfer tax in
order to receive their Pro-rata Entitlement, which in terms of the aforementioned example will be the
amount of R6.60 (calculated as 371 x R7.12 x 0.25%).
Cape Town
7 September 2012
Investment bank Sponsor
Investec Corporate Finance Investec Bank Limited
Legal advisers Reporting accountants and auditors
Edward Nathan Sonnenbergs PKF Inc
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Date: 07/09/2012 11:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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