Wrap Text
Posting of the combined offer circular
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”)
Cream Magenta 140 Proprietary Limited (“Cream Magenta”)
Metcap 14 Proprietary Limited (“Metcap”)
RAC Investment Holdings Proprietary Limited (“RAC”)
POSTING OF THE COMBINED OFFER CIRCULAR
1. INTRODUCTION
Trans Hex shareholders (“Shareholders”) are referred to the SENS announcement
released on Thursday, 11 August 2016, whereby Shareholders were advised that Cream
Magenta, Metcap and 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 the Company, other than the issued ordinary shares already held by the Offerors
and the issued ordinary shares held as treasury shares (“Offer Shares”) (the “Offer”).
The Offerors have offered to acquire all the Offer Shares in exchange for a cash offer
consideration of 394 cents per Offer Share (“Offer Consideration”).
2. POSTING OF THE COMBINED OFFER CIRCULAR
Shareholders are advised that the combined Offer circular, containing, 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 has been posted to Shareholders today,
23 September 2016 (“Circular”). The Circular is also available on the Company’s website:
www.transhex.co.za.
Terms defined in the Circular shall bear the same meaning in this announcement.
3. OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD
In terms of the Takeover Regulations promulgated pursuant to the Companies Act, the
Company’s board of directors appointed an Independent Board, comprising of those
Trans Hex board members that are regarded as independent in relation to the Offer.
The Independent Board appointed Snowden Mining Industry Consultants Proprietary
Limited (“Snowden”) as the Independent Expert, in accordance with Companies Regulation
90, to provide appropriate external advice in the form of a fair and reasonable opinion.
Following a detailed valuation of the Company, Snowden considers the fair and reasonable
value of Trans Hex to be 800 cents per share, with a lower threshold value of 345 cents per
share and an upper threshold value of 1,287 cents per share. The valuation report by
Snowden is available on the Company’s website: www.transhex.co.za.
The Independent Board, having taken into account the opinion of the Independent Expert
regarding the Offer, is of the opinion that the terms of the Offer are not fair and not
reasonable to Shareholders and accordingly, recommends that Shareholders do not accept
the Offer.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the Offer are set out in the table below:
2016
Record date to be entitled to receive the Circular on Friday, 16 September
Circular posted to Trans Hex Shareholders on Friday, 23 September
Announcement of posting of the Circular released on Friday, 23 September
SENS on
Opening Date for acceptance at 09:00 on Monday, 26 September
Last Day to Trade in order to accept the Offer on Tuesday, 22 November
Receipt of acceptances and closing of Offer by 12:00 on Friday, 25 November
Record date on Friday, 25 November
Payment date on See note 4
Results of the Offer announcement released on SENS Monday, 28 November
and settlement of Offer on
Notes:
1. All dates and times are local dates and times in South Africa. The above dates and times are
subject to change. Any change to the above dates and times will be agreed upon by the
Offerors and Trans Hex, with the prior approval of the TRP and the JSE and advised to Trans
Hex Shareholders by release on SENS.
2. No Dematerialisation or rematerialisation of Trans Hex Shares will take place between
Wednesday, 23 November 2016 and Friday, 25 November 2016, both days included.
3. Offerees should note that acceptance of the Offer is irrevocable.
4. Payment of the Offer Consideration will be made within 6 (six) business days of the later of
the Offer becoming unconditional or the date on which Trans Hex Shareholders deliver their
Form of Acceptance, Surrender and Transfer. The procedures are more fully described in the
Circular.
Cape Town
23 September 2016
Sponsor to Trans Hex
One Capital
Attorneys to Trans Hex
Bowmans
Independent Expert to the Independent Board
Snowden Mining Industry Consultants
Advisors to the Offerors
Mettle Corporate Finance
Attorneys to the Offerors
Werksmans Attorneys
General
The release, publication or distribution of this announcement in jurisdictions other than South Africa may
be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than
South Africa should inform themselves about and observe any applicable requirements in those
jurisdictions. This announcement has been prepared for the purposes of complying with the Companies
Act and the Companies Regulations and the information disclosed may consequently not be the same as
that which would have been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction other than South Africa.
This announcement is not intended to, and does not, constitute, or form part of, an offer to sell or an
invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any
jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.
Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has
been dispatched. The Offer will be made solely through the Circular, which will contain the full terms and
conditions of the Offer. Any decision to accept the Offer or other response to the proposals should be
made only on the basis of the information contained in the Circular.
Date: 23/09/2016 12:00:00 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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