ELB GROUP LIMITED - Proposed specific repurchase by ELB of its own ordinary shares held by a wholly owned subsidiary

Proposed specific repurchase by ELB of its own ordinary shares held by a wholly owned subsidiary

ELB Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1930/002553/06)
Share code: ELR
ISIN: ZAE000035101
(“ELB” or “the Company”)

PROPOSED SPECIFIC REPURCHASE BY ELB OF ITS OWN ORDINARY SHARES HELD BY A WHOLLY
OWNED SUBSIDIARY

1. INTRODUCTION

The purpose of this announcement is to inform shareholders of the proposed specific repurchase in
terms of section 48 of the Companies Act, 2008, as amended (‘the Companies Act’) and the JSE
Limited (‘JSE’) Listings Requirements (‘Listings Requirements’), by ELB of 3 545 986 of its own
ordinary shares held by ELB International Proprietary Limited (‘ELB International’), a wholly owned
subsidiary of ELB (‘the Specific Repurchase’).


2. RATIONALE FOR THE SPECIFIC REPURCHASE

As at the date of this announcement, the treasury shares held by ELB International of 3 545 986
constituted 9.90% of the entire issued share capital of ELB. In terms of section 48(2)b of the
Companies Act, subsidiaries may only hold up to a maximum of 10% of the aggregate of the number
of issued shares of their holding company. Due to the fact that the number of the treasury shares is
approaching this 10% threshold, ELB’s ability to continue to repurchase its own shares through its
subsidiaries is limited. In order to create new capacity for ELB to repurchase further ELB shares
through its subsidiaries, the board has resolved that ELB should repurchase the treasury shares from
ELB International. The treasury shares will, following their repurchase, be cancelled as issued shares
and restored to the status of authorised shares.


3. TERMS OF THE SPECIFIC REPURCHASE

The Specific Repurchase will be at a price of R17.37 per ELB share, being the 30-day Volume
Weighted Average Price of an ELB share traded on the Johannesburg Stock Exchange on
15 June 2016. As the specific repurchase is intra-group, no significant cash, other than to cover the
transaction expenses, will be utilised. The financial effects to the Group are expected to be minimal.
The impact on the total issued share capital is that the ordinary shares will be reduced by 3 545 986
ordinary shares to 32 278 541 ordinary shares. The total treasury shares held by the Group
subsidiary and share option schemes will decrease by 3 545 986 shares to 3 724 483 treasury shares.

In terms of the Listings Requirements and the provisions of section 115(4) of the Companies Act, the
Company’s subsidiaries (and their associates) will be excluded from voting on the special resolution
of shareholders required to authorise the Specific Repurchase.

Application will be made to the JSE for the delisting of the treasury shares once they have been
repurchased.
4. ORDINARY SHARES OF ELB BEFORE AND AFTER THE SPECIFIC REPURCHASE
The table below sets out the authorised and issued ordinary shares of ELB before and after the
Specific Repurchase:

Authorised
50 000 000 ordinary shares of no par value
Issued – before the Specific Repurchase
35 824 527 ordinary shares, including 7 270 469 treasury shares
Issued – after the Specific Repurchase
32 278 541 ordinary shares, including 3 724 483 treasury shares

5. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING

The circular to ELB shareholders containing the details of the Specific Repurchase, incorporating a
notice of general meeting and a form of proxy (‘the Circular’) will be posted in due course. The
salient dates pertaining to the general meeting and to the delisting of the repurchased treasury
shares will be announced separately, on the day of posting of the Circular.


Johannesburg
17 June 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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