TRANS HEX GROUP LIMITED - Announcement that the mandatory offer by the Offerors is unconditional

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'). 
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