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Fulfilment of Outstanding Conditions Precedent and Finalisation Announcement
RACEC GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/006153/06)
Share code: RAC ISIN: ZAE000105409
(“RACEC”)
FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
RACEC ordinary shareholders ("RACEC Shareholders") are referred to the joint announcement by
RACEC and Grindrod Holdings (South Africa) Proprietary Limited (“Grindrod Holdings”) released on
SENS on 18 July 2013 and published in the South African press on 19 July 2013 regarding the terms
on which Grindrod Holdings has made an offer to acquire the entire issued ordinary share capital of
RACEC (“RACEC Shares”), other than 45 472 509 (forty five million four hundred and seventy two
thousand five hundred and nine) of the RACEC Shares held by Solethu Civils, being 135 692 865
(one hundred and thirty five million six hundred and ninety two thousand eight hundred and sixty five)
RACEC Shares (“Scheme Shares”), by way of a scheme of arrangement (“Scheme”) to be proposed
by the RACEC Board between RACEC and the holders of the Scheme Shares (“RACEC
Shareholders”), in terms of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended
(“the Companies Act), and to the RACEC circular dated 16 August 2013 ("the Circular").
RACEC Shareholders are advised that, following receipt from the Takeover Regulation Panel
("Panel") of a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of
the Scheme on 6 August 2013 and receipt from the Competition Tribunal of approval for the
implementation of the Scheme on 15 October 2013, all outstanding conditions precedent to the
Scheme have now been fulfilled.
Accordingly, RACEC Shareholders are advised that the salient dates which were set out in the
Circular, have been amended by mutual agreement between RACEC and Grindrod Holdings (with the
approval of JSE Limited (“JSE”) and the Panel) as follows:
2013
Expected Scheme LDT, being the last day to trade RACEC Shares on the
JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Friday, 25 October
Suspension of listing of RACEC Shares on the JSE expected to take place
at the commencement of trade on Monday, 28 October
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the
Scheme Consideration, by close of trade on Friday, 1 November
Expected Operative Date of the Scheme on Monday, 4 November
Scheme Consideration expected to be paid/posted to certificated Scheme
Participants (provided their form of acceptance, surrender and transfer
(blue) and Documents of Title are received on or prior to 12:00 on the
Scheme Consideration Record Date) on or about Monday, 4 November
Dematerialised Scheme Participants expected to have their accounts (held
at their CSDP or broker) credited with the Scheme Consideration on or
about Monday, 4 November
Termination of listing of RACEC Shares on the JSE expected to take place
at the commencement of trade on or about Tuesday, 5 November
Cape Town
17 October 2013
Corporate and Designated Advisor
Merchantec Capital
Date: 17/10/2013 02:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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