MICROMEGA HOLDINGS LIMITED - Statement by the Board in Respect of Previous General and Specific Repurchases

Statement by the Board in Respect of Previous General and Specific Repurchases

MICROmega Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(“MICROmega” or “the Company”)



STATEMENT BY THE BOARD IN RESPECT OF PREVIOUS GENERAL AND SPECIFIC REPURCHASES


Shareholders are referred to the general repurchase of shares announcement released on SENS on
30 July 2013 (“Announcement”) wherein they were advised that MICROmega had cumulatively
repurchased 5 597 285 of its own shares (comprising 5.55% of its issued share capital) as at 30 July
2013, out of the Company’s available cash resources for an aggregate price of R16 861 306.14 (“the
repurchases”) and pursuant thereto, are advised of the following statement by the board of directors of
MICROmega (“Board”):

The Board hereby advises shareholders that two of the repurchases set out in the Announcement,
together with a further repurchase made subsequent to the Announcement, should have been classified
as ‘specific repurchases’ in terms of paragraph 5.69 of the JSE Listings Requirements for which
shareholder approval by way of a special resolution, excluding participants and associates, should have
been obtained. Despite such repurchases having been effected through the order book operated by the
JSE trading system, a prior understanding or arrangement between the Company and the counter party
existed. The specific repurchases comprise:
1. 1 995 134 shares repurchased on 11 April 2013 from Mr W Friedland at 250.00 cents per share
   for a total consideration of R4 987 835;
2. 1 806 281 shares repurchased on 18 July 2013 from Mr W Friedland at 220.00 cents per share for
   a total consideration of R3 973 818; and
3. 318 302 shares repurchased on 19 August 2013 from Mr B Carolin at an average price of 305.52 cents per
   share for a total consideration of R972 476.27

MICROmega held 12 163 534 shares in treasury after the specific repurchases.

In addition to points 2. and 3. above, shareholders are advised that from 16 July 2013 to 20 August
2013, an additional 224 863 shares were acquired in terms of the general authority granted by
shareholders on 31 July 2012. However, such shares were acquired during a closed period without a
share repurchase program being in place. The Company’s change in year-end became effective on 10
July 2013 and accordingly it was assumed by the Board that the Company remained in an authorised
position to repurchase shares. The Company has subsequently been advised that this in fact was not
the case and accordingly, the Company was in breach of paragraph 5.72(h) of the JSE Listings
Requirements.

CIRCULAR TO MICROmega SHAREHOLDERS

Despite the specific repurchases occurring in 2013, the Board has decided to publish a circular
containing full details of the specific repurchases, incorporating a notice to convene a general meeting
of MICROmega shareholders, to be held on or about 27 August 2015 in order to consider and, if deemed
fit, to pass with or without modification, the resolutions necessary to ratify the specific repurchases in
compliance with the JSE Listings Requirements. Such circular will be sent to MICROmega shareholders
in due course.

OPINION OF THE BOARD
As stated in the Announcement, it was the opinion of the Board that the effect of the repurchases had
been considered and that it was of the opinion that, for a period of 12 months following the date of such
Announcement:
-  The Company and the group will be able to repay their debts, in the ordinary course of business;
-  The assets of the Company and the group, will be in excess of the liabilities of the Company and
   the group;
-  The Company’s and the group’s ordinary capital and reserves will be adequate for ordinary
   business purposes; and
-  The Company and the group will have sufficient working capital for ordinary business purposes.

SHAREHOLDER UNDERTAKINGS

Irrevocable undertakings to vote in favour of the necessary resolutions to ratify the specific repurchases
in compliance with the JSE Listings Requirements have been received from certain MICROmega
shareholders holding in aggregate 87 502 920 MICROmega shares, representing in aggregate 76.15%
of the MICROmega shares eligible for voting at the general meeting.

The Board expresses their regret in respect of the non-compliance and have put all remedial processes
in place to prevent any future recurrences. The Board assures shareholders that whilst the JSE Listings
Requirements were not fully complied with, the economic interests of all shareholders were in no way
compromised.


Johannesburg
19 June 2015

Sponsor
Merchantec Capital
Date: 19/06/2015 11:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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