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Announcement that the mandatory offer by the Offerors is unconditional
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
Metcap 14 Proprietary Limited
RAC Investment Holdings Proprietary Limited
(collectively, the “Offerors”)
ANNOUNCEMENT THAT THE MANDATORY OFFER BY THE OFFERORS IS UNCONDITIONAL
1. INTRODUCTION
Trans Hex shareholders (“Shareholders”) are referred to the SENS announcement
released on Thursday, 11 August 2016 (“Firm Intention Announcement”) and the circular
posted to Shareholders on 23 September 2016 (“the Circular”), relating to the mandatory
cash offer made by the Offerors, 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”).
As set out in paragraph 5 of the Firm Intention Announcement and paragraph 5.1.4 of the
Circular, the Offer is conditional upon the approval of the Competition Authorities in terms
of the Competition Act, No 89 of 1998, as amended, (“Competition Authorities”) and any
other relevant regulatory authorities.
2. OFFER UNCONDITIONAL
Shareholders are hereby notified that the Competition Authorities unconditionally approved
the Offer and its implementation on Wednesday, 26 October 2016. No other regulatory
approvals are required and the Offer is consequently unconditional in accordance with its
terms. The Offer will remain open for a further 21 business days as per the time table below.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Offer are set out in the table below:
2016
Last day to trade in order to accept the Offer Tuesday,22 November
Receipt of acceptances and closing of Offer by 12:00 on Friday, 25 November
Record date Friday, 25 November
Payment date See note 3
Results of the Offer announcement released on SENS Monday, 28 November
and settlement of Offer on
Notes:
1. No dematerialisation or rematerialisation of Trans Hex shares will take place between
Wednesday, 23 November 2016 and Friday, 25 November 2016, both days included.
2. Shareholders should note that acceptance of the Offer is irrevocable.
3. Payment of the offer consideration, of 394 cents per Offer Share, will be made within 6
business days of the later of the Offer becoming unconditional or the date on which
Shareholders deliver their form of acceptance, surrender and transfer. The procedures are
more fully described in the Circular.
Cape Town
28 October 2016
Sponsor to Trans Hex
One Capital
Advisors to the Offerors
Mettle Corporate Finance
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: 28/10/2016 11:55:00 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
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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.