METROFILE HOLDINGS LIMITED - Posting of circular relating to proposed specific issue of shares for cash to MICIH and waiver of mandatory offer

Posting of circular relating to proposed specific issue of shares for cash to MICIH and waiver of mandatory offer

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
(“Metrofile” or “the Company”)


POSTING OF CIRCULAR RELATING TO THE PROPOSED SPECIFIC ISSUE OF SHARES FOR CASH
TO MIC INVESTMENT HOLDINGS PROPRIETARY LIMITED (“MICIH”) AND WAIVER OF MANDATORY
OFFER

Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) of
the JSE Limited ("JSE") on Tuesday, 1 November 2016 in which they were advised that Metrofile proposes
to issue an additional 8 056 258 shares to MICIH at an issue price of R4.87 (“Specific Issue”), subject, inter
alia, to obtaining a waiver of the requirement for MICIH to extend a mandatory offer to Metrofile shareholders
(“Waiver of Mandatory Offer”).

A circular to Metrofile shareholders, containing, inter alia, full details of the Specific Issue and the Waiver of
Mandatory Offer and incorporating a notice convening a general meeting of Metrofile shareholders in order
to consider and, if deemed fit, to pass the resolutions necessary to approve the Specific Issue and the
Waiver of Mandatory Offer, has been posted today, 16 November 2016 (“the Circular”). The Circular is also
available on the Company’s website, www.metrofileholdings.com.

Salient dates and times
The salient dates pertaining to the general meeting, also contained in the Circular, are as follows:

Item                                                                                                     2016

Last day to make representations to the Takeover Regulation Panel (“TRP”)                       Wednesday, 30
relating to the exemption application relating to the Waiver of Mandatory                            November
Offer

Last day to trade in Metrofile shares in order to be eligible to attend,                   Tuesday, 6 December
participate in, and vote at the general meeting

Record date to determine which Metrofile shareholders are entitled to attend,               Friday, 9 December
participate in and vote at the general meeting

Submission of forms of proxy by 9:30am on                                                  Monday, 12 December

General meeting to be held at Summer Place, 69 Melville Road, Hyde                               Wednesday, 14
Park, 2196, Gauteng at 9:30am on                                                                      December

Results of the general meeting released on SENS on                                               Wednesday, 14
                                                                                                      December

Results of the general meeting published in the South African press on                   Thursday, 15 December

Exemption application to the TRP to obtain the TRP Waiver ruling                         Thursday, 15 December
Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released on SENS
   and published in the South African press.

2. A form of proxy not lodged with the transfer securities, being Computershare Investor Services
   Proprietary Limited, may be handed to the chairman of the general meeting before its due
   commencement or before the due commencement of any adjourned or postponed general meeting.

3. Metrofile will release a SENS announcement of the TRP Waiver ruling and inform Metrofile shareholders
   that they may request the Takeover Special Committee to review the TRP Waiver ruling within 5 business
   days of the date of the TRP Waiver ruling announcement. This announcement shall also advise
   shareholders of the expected date of the commencement of the listing of the subscription shares on the
   stock exchange operated by the JSE.

4.   All dates and times quoted in this document are South African dates and times.

Johannesburg
16 November 2016

Financial Adviser to MICIH and Transaction Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal Adviser to Metrofile
Edward Nathan Sonnenbergs Incorporated

Legal Adviser to MICIH
PricewaterhouseCoopers Legal Proprietary Limited

Sponsor to Metrofile
The Standard Bank of South Africa Limited

Independent Expert
BDO Corporate Finance Proprietary Limited

Date: 16/11/2016 05:00:00 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.