SEARDEL INVESTMENT CORPORATION LTD - Posting of circular and Notice of General Meeting

Posting of circular and Notice of General Meeting

SEARDEL INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1968/011249/06
N-Shares share code: SRN; Ordinary Shares share code: SER
ISIN: ZAE000030144; ISIN: ZAE000029815
(“Seardel” or “the Company”)



POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING


1.   INTRODUCTION

     Ordinary shareholders and N-Share shareholders of Seardel (collectively, the "Seardel Shareholders") are referred to
     the announcement released by Seardel on SENS on Thursday, 10 October 2013 and published in the press on Friday,
     11 October 2013 regarding the acquisition by Seardel of a 30% equity interest in HCI Invest 3 Holdco Proprietary Limited
     (“Sabido Holdco”) from the Southern African Clothing and Textile Workers Union (“Sactwu”) in exchange for the issue
     of 150 million new N-ordinary shares in Seardel (“N-Shares”) at R1.60 per N-Share (“the Proposed Acquisition”).
     Sabido Holdco holds a 63.9% interest in Sabido Investments Proprietary Limited, which in turn holds investments in,
     inter alia, South Africa’s first and only private commercial free-to-air television channel, e-tv, South Africa’s first 24-hour
     television news channel, the eNews Channel as well as yfm and Sasani Studios.

     Seardel Shareholders are hereby advised that a circular (“Circular”) has been posted to Seardel Shareholders today
     containing, inter alia:
     -   details of the Proposed Acquisition;
     -   a notice convening the general meeting of the Seardel Shareholders (“General Meeting”); and
     -   a form of proxy to vote at the General Meeting (for use only by Certificated Seardel Shareholders and Own-name
         Dematerialised Seardel Shareholders).

     Seardel Shareholders are advised that the Proposed Acquisition is subject to the fulfilment of certain conditions
     precedent detailed in the Circular, and are advised to review the Circular for a summary of the key terms and conditions
     of the Proposed Acquisition.

2.   NOTICE OF SEARDEL SHAREHOLDERS MEETING

     The General Meeting will be held at the offices of Seardel, 1 Moorsom Avenue, Epping Industria 2, Cape Town, 7460, on
     Wednesday, 4 December 2013 at 10:00 to consider and, if deemed fit, pass, with or without modification, the resolutions
     necessary to implement the Proposed Acquisition.

3.   IMPORTANT DATES AND TIMES

     The important dates and times in relation to the General Meeting are set out below:

      Notice record date, being the date on which a Seardel Shareholder must
      be registered in Seardel’s securities register in order to be eligible to                      Friday, 25 October 2013
      receive the notice convening the General Meeting, on

      Circular and notice of General Meeting posted to Seardel Shareholders on                       Tuesday, 5 November 2013

      Last day to trade in ordinary shares and N-Shares of Seardel in order to
      be recorded in Seardel’s securities register to participate in and vote at the                 Friday, 22 November 2013
      General Meeting

      Record date for the General Meeting, being the date on which Seardel
      Shareholder must be registered in Seardel’s securities register in order to
                                                                                                     Friday, 29 November 2013
      be eligible to attend and participate in the General Meeting and to vote
      thereat, by close of trade on

      Proxy forms in respect of the General Meeting to be lodged with the                            Monday, 2 December 2013
      Transfer Secretaries, for administrative purposes, by 10:00, on (or may
      thereafter be lodged by hand with Seardel prior to 10:00 on Wednesday, 4
      December 2013)

      General Meeting held at 10:00 on                                                               Wednesday, 4 December 2013

      Results of the General Meeting released on SENS on                                             Wednesday, 4 December 2013


Notes:

     1.   All dates and times are subject to amendment at the discretion of Seardel. Any change will be published on SENS
          and in the South African press.
     2.   Seardel Shareholders should note that, as transactions in ordinary shares and N-Shares of Seardel are settled in
          the electronic settlement system used by Strate, settlement of trades takes place 5 business days after such trade.
          Therefore, Seardel Shareholders who acquire ordinary shares and N-Shares after Friday, 22 November 2013 will
          not be eligible to participate in and vote at the General Meeting.
     3.   All times are local times in South Africa.



Cape Town
5 November 2013

Investment Bank and Transaction Sponsor to Seardel
Investec Corporate Finance

Joint Legal Advisor
Taback and Associates Proprietary Limited

Joint Legal Advisor
Edward Nathan Sonnenbergs Inc.

Reporting Accountants
Grant Thornton (Jhb) Inc

Independent Expert
BDO Corporate Finance Proprietary Limited

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