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REX TRUEFORM CLOTHING COMPANY LIMITED - Posting of circular, salient dates and times in respect of comparable offer

Release Date: 09/06/2016 16:49
Code(s): RTN RTO RTOP     PDF:  
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Posting of circular, salient dates and times in respect of comparable offer

REX TRUEFORM CLOTHING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO  ISIN: ZAE000006144
JSE share code: RTN  ISIN: ZAE000009700
JSE share code: RTOP ISIN: ZAE000006151
(“Rex Trueform” or “the company”)



POSTING OF CIRCULAR, SALIENT DATES AND TIMES IN RESPECT OF COMPARABLE OFFER

1.   Introduction

     Shareholders are referred to the announcements released on Friday, 22 April 2016, Wednesday, 18 May 2016
     and Wednesday, 1 June 2016. Shareholders are advised that a combined offer circular dated 9 June 2016
     containing full details of the comparable offer made to Rex Trueform ordinary and “N” ordinary shareholders
     by a consortium consisting of Geomer Investments Proprietary Limited, The Ceejay Trust, Gingko Trading
     Proprietary Limited and Gingko Investments No. 2 Proprietary Limited (the “Consortium”) and incorporating
     the Rex Trueform independent board’s opinion on such offer and the offer consideration (the “circular”) has
     been posted to Rex Trueform ordinary and “N” ordinary shareholders.

     Copies of the circular will be made available for inspection during normal business hours at the offices of Rex
     Trueform, Rex Buildings, 263 Victoria Road, Salt River, Cape Town, 7925 from 9 June 2016 to 22 July 2016
     and at the Rex Trueform transfer secretaries, Computershare Investor Services Proprietary Limited, 70
     Marshall Street, Johannesburg, 2001. The circular is also available on the company’s website:
     www.rextrueform.co.za.

2.   Terms of the comparable offer

     In compliance with its obligations under the Companies Act, 71 of 2008, as amended (the “Companies Act”)
     read with the regulations promulgated in terms of the Companies Act (the “Companies Regulations”) the
     Consortium has extended an unconditional cash offer to acquire all of the Rex Trueform ordinary shares and
     “N” ordinary shares other than those it already owns in exchange for the offer consideration of R12.14 per Rex
     Trueform ordinary share and R11.10 per Rex Trueform “N” ordinary share, respectively (the “comparable
     offer”).

3.   Opinion and recommendation of the independent board

     In accordance with the requirements of the Companies Regulations, an independent sub-committee of the Rex
     Trueform board of directors comprising Patrick Naylor, Humphrey Borkum and Romain Orlin (the
     “independent board”) was appointed for the purposes of considering the comparable offer in accordance with
     the requirements of the Companies Regulations.

     The independent board appointed PSG Capital Proprietary Limited (the “independent expert”) as its
     independent expert to provide the independent board with its opinion as to whether the terms of the
     comparable offer are fair and reasonable to Rex Trueform ordinary shareholders and “N” ordinary
     shareholders, in conformity with the applicable requirements of regulation 90 of the Companies Regulations.

     On 3 June 2016, the independent expert delivered to the independent board an opinion to the effect that, as of
     the date of the opinion:

     -     the comparable offer for Rex Trueform ordinary shares is not fair but is reasonable;
     -     the comparable offer for Rex Trueform “N” ordinary shares is not fair but is reasonable;
     -         the comparable offers for Rex Trueform ordinary and “N” ordinary shares are comparable.

     The independent board, having considered the terms of the comparable offer and, inter alia, the opinion of the
     independent expert, is unanimously of the opinion that:

     -         the comparable offer for Rex Trueform ordinary shares is not fair but is reasonable;
     -         the comparable offer for Rex Trueform “N” ordinary shares is not fair but is reasonable;
     -         the comparable offers for Rex Trueform ordinary and “N” ordinary shares are comparable.

     The independent board has recommended that the Rex Trueform ordinary shareholders and “N”
     ordinary shareholders should not accept the comparable offer.

4.   Salient dates and times relating to the comparable offer

                                                                                                                  2016
         Posting date for the circular to Rex Trueform ordinary shareholders and                       Thursday, 9 June
         “N” ordinary shareholders on
         Opening date of the comparable offer at 09:00 on                                               Friday, 10 June
         Last date to trade in order to participate in the comparable offer on                         Tuesday, 19 July
         Record date, being the final date upon which Rex Trueform ordinary                             Friday, 22 July
         shareholders and “N” ordinary shareholders must be recorded in the
         register in order to be eligible to accept the comparable offer on
         Closing date of the comparable offer at 12:00 on                                               Friday, 22 July
         Results of the comparable offer announced on SENS on                                           Monday, 25 July
         Results of the comparable offer published in the press on                                     Tuesday, 26 July
         Offer consideration posted to offer participants (once documents of title            Within 6 business days of
         have been received)                                                         acceptance of the comparable offer

         Notes:
         1.    The above dates and times are subject to amendment by the Consortium, subject to prior written approval from the Takeover Regulation Panel
               and the company being obtained. Any such amendment will be released on SENS and published in the South African press.
         2.    Rex Trueform shareholders and/or their CSDPs or brokers are required to complete and return the form of acceptance, surrender and transfer
               attached to the circular in accordance with the instructions contained therein to be received by the Rex Trueform transfer secretary by no later
               than 12:00 on the closing date.
         3.    Rex Trueform shareholders whose Rex Trueform shares are held by their CSDPs or brokers as nominee are required to notify their duly
               appointed CSDP or broker timeously of their intention to accept the comparable offer in the manner and time stipulated in the custody
               agreement governing the relationship between the Rex Trueform shareholder and the CSDP or broker.
         4.    In the case of Rex Trueform shareholders who have accepted the comparable offer and who have surrendered their documents of title, payment
               of the offer consideration will be made by cheque or deposited directly into each such Rex Trueform shareholder’s bank account, whichever a
               Rex Trueform shareholder may instruct, at the risk of the Rex Trueform shareholder concerned.
         5.    In the case of Rex Trueform shareholders whose Rex Trueform shares are held by their CSDPs or brokers as nominee, payment of the offer
               consideration will be made by crediting their accounts at the CSDP or Broker, as the case may be, in accordance with the custody agreement
               governing the relationship between the Rex Trueform shareholder and the CSDP or broker concerned.
         6.    All dates and times indicated above are South African dates and times.


9 June 2016


Corporate Advisor and Sponsor to the company                                                   
Java Capital


Legal Advisor to the company                                                                                         
MICHAEL KRAWITZ & CO

              
Corporate Advisor to the Consortium                                                 
Investec Bank Limited


Legal Advisor to the Consortium
Webber Wentzel


Independent expert
PSG Capital
Date: 09/06/2016 04:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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