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Firm intention of a mandatory offer and withdrawal of cautionary announcement
TRANS HEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(“Trans Hex” or the “Company”)
FIRM INTENTION OF A MANDATORY OFFER TO ACQUIRE THE REMAINING ORDINARY SHARE CAPITAL OF TRANS HEX AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Trans Hex shareholders (“Shareholders”) are referred to the SENS announcement
released on Monday, 8 August 2016 (“Announcement”), advising Shareholders that
Cream Magenta 140 Proprietary Limited (“Cream Magenta”) and Metcap 14 Proprietary
Limited (“Metcap”), collectively acquired issued ordinary shares in the Company totalling
49,762,778 or 47,08% of the issued ordinary shares of Trans Hex, excluding treasury
shares (“Acquisition”). These shares were acquired from MCubed Holdings Limited at
375 cents per share and Business Ventures Investments No 1952 Proprietary Limited at
394 cents per share.
Furthermore, Shareholders were advised that Cream Magenta, Metcap and RAC
Investment Holdings Proprietary Limited (“RAC”), acting in concert, (collectively, the
“Offerors”), have extended a mandatory cash offer, in terms of section 123 of the
Companies Act, No 71 of 2008, as amended, (“Companies Act”), to Shareholders to
acquire the entire issued ordinary share capital of Trans Hex, other than the issued
ordinary shares already held by the Offerors and the issued ordinary shares held as
treasury shares (“Offer Shares”) (the “Offer”).
2. Offer consideration
The Offerors shall offer to acquire all the Offer Shares in exchange for a cash offer
consideration of R3,94 per Offer Share (“Offer Consideration”), being the highest price
paid by the Offerors within the six month period before the date of this announcement.
Settlement of the Offer Consideration pursuant to the Offer will be implemented in
accordance with the terms of the Offer without regard to any lien, right of set-off,
counterclaim or other analogous right to which the Offerors may otherwise be, or claim
to be, entitled against any Shareholder which holds Offer Shares (“Offer Shareholder”).
3. Cash confirmation
The Offerors have, in accordance with regulations 111(4) and 111(5) of the Companies
Regulations, 2011 (“Regulations”), provided the Takeover Regulation Panel (“TRP”), to
its satisfaction, with an irrevocable unconditional guarantee in the amount of R117
million, issued by Nedbank Limited on 11 August 2016, in favour of the Offer
Shareholders for the sole purpose of fully satisfying the Offer Consideration, pursuant to
the Offer.
4. Offerors beneficial interest in Trans Hex
The Offerors collectively hold 76,398,715 ordinary shares in Trans Hex, constituting
approximately 72,28% of the issued ordinary share capital of the Company, excluding
treasury shares.
Number of ordinary
Concert party shares Shareholding (%)
Cream Magenta 24,881,389 23,54%
Metcap 24,881,389 23,54%
RAC 26,635,937 25,20%
Total 76,398,715 72,28%
5. Conditions precedent
The implementation of the Offer will be subject to, but only to the extent that same may
be applicable, the approval of the JSE Limited (“JSE”), the TRP, the Competition
Authorities in terms of the Competition Act, No 89 of 1998, as amended, and any other
relevant regulatory authorities (either unconditionally or subject to conditions acceptable
to the Offerors) being obtained.
6. Termination of listing on the JSE and compulsory acquisition
It is the intention of the Offerors, subject to the approval of the JSE, that Trans Hex be
delisted from the exchange operated by the JSE (“Exchange”).
Should the Offerors acquire 75% of the Trans Hex issued ordinary shares as a result of
the Offer, Shareholders may be approached by Trans Hex to approve the delisting from
the Exchange.
Should the Offer be accepted by the Shareholders holding at least 90% of the Offer
Shares, then the Offerors reserve the right to implement a compulsory acquisition of the
remaining Trans Hex issued ordinary shares in accordance with section 124 of the
Companies Act.
Should the Offerors acquire 100% of the Trans Hex issued ordinary share capital as a
result of the Offer (and / or applicable compulsory acquisition), application will be made
to the JSE to automatically delist Trans Hex from the Exchange.
7. Posting of the Offer circular
Full details of the Offer will be included in a combined Offer circular which will contain,
inter alia, the terms of the Offer, pertinent dates relating to the Offer and a form of
acceptance, surrender and transfer for use by certificated Shareholders (“Offer
Circular”).
The posting of the Offer Circular will be subject to the fulfilment of the requisite approvals
from the TRP and the JSE.
It is expected that the Offer Circular will be posted to Shareholders on or about
8 September 2016. Shareholders will be provided with further information regarding
pertinent dates to the Offer, in due course.
8. Independent board
The board of directors of Trans Hex has constituted an independent board of directors
in accordance with the Regulations (“Independent Board”). The Independent Board will
appoint an independent expert to provide an opinion as to whether the Offer is fair and
reasonable to Offer Shareholders. The independent expert’s opinion and the opinion of
the Independent Board will be included in the Offer Circular.
9. Responsibility Statement
The Independent Board and the Offerors accept responsibility for the information
contained in this announcement. To the best of their respective knowledge and belief,
the information contained in this announcement is true and nothing has been omitted
which is likely to affect the importance of the information.
10. Withdrawal of cautionary
Shareholders are advised that following the cautionary stated in the Announcement,
caution is no longer required while dealing in ordinary shares of Trans Hex.
Cape Town
11 August 2016
Sponsor to Trans Hex
One Capital
Advisors to the Offerors
Mettle Corporate Finance
Attorneys to the Offerors
Werksmans Attorneys
Date: 11/08/2016 04:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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