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Specific Issue Of Shares
NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV ISIN: ZAE000169553
(“Niveus” or “the Company”)
SPECIFIC ISSUE OF SHARES
Shareholders are hereby advised that on 18 May 2015 the Company entered into an administration
restructuring agreement with Johnnic Holdings Management Services Limited (“JHMS”) (“the
Agreement”), subject to shareholder approval, whereby the 50 basis point portion of the current
management fee payable to JHMS in terms of the current administration agreement between the
Company and JHMS, is cancelled for a settlement amount of R45 140 536 (“Settlement Amount”),
together with agreeing to an ongoing annual management fee of R3 million per annum escalating at
the Consumer Price Index. In terms of the Agreement, JHMS will subscribe for 1 750 000 ordinary
shares in Niveus equal to approximately 1.5% of the issued share capital of Niveus, at a subscription
price of R25,80 per ordinary share, being a 7,28% premium to the 30 day volume weighted average
price of Niveus ordinary shares as at 18 May 2015 (“Specific Issue”).
The Company and JHMS have agreed that the entire Specific Issue shall be set-off against the
Settlement Amount owed by the Company to JHMS.
The Specific Issue to JHMS and the set-off of the Specific Issue against the Settlement Amount will
allow the Company to preserve its cash reserves which may be used for growth or acquisition
purposes and head office costs would be reduced by approximately R13 million based on the current
year management fee payment used as reference.
In terms of paragraph 5.51(g) of the Listings Requirements of the JSE Limited, the Specific Issue
requires the approval by way of an ordinary resolution (requiring at least a 75% majority of the votes
cast in favour of such resolution) by all Niveus shareholders present or represented by proxy at a
general meeting.
A circular containing the full details of the Specific Issue as well as the date of the general meeting
for approval of the Specific Issue will be distributed to the shareholders within the next 60 days.
Cape Town
21 May 2015
Sponsor: PSG Capital
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