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METROFILE HOLDINGS LIMITED - TRP ruling on the waiver of the requirement to make a mandatory offer

Release Date: 15/12/2016 16:45
Code(s): MFL     PDF:  
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TRP ruling on the waiver of the requirement to make a mandatory offer

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

TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER

Shareholders of Metrofile ("Shareholders") are referred to the announcements released on the Stock
Exchange News Service ("SENS") of the JSE Limited ("JSE") on:
   - Tuesday, 1 November 2016 announcing the conclusion of the Subscription Agreement between
     Metrofile and MIC Investment Holdings Proprietary Limited ("MICIH") and the proposed
     Subscription by MICIH for shares in Metrofile;
   - Wednesday, 16 November 2016 announcing the posting of the Circular including a notice of
     general meeting in relation to the Subscription;
   - Monday, 5 December 2016 announcing the conclusion of an addendum to the Subscription
     Agreement providing for undertakings by the parties in relation to the making of a voluntary
     general offer in certain circumstances; and
   - Wednesday, 14 December 2016 announcing the results of the general meeting ("Results of
     General Meeting Announcement").

Defined terms used but not defined in this announcement have the meanings set out in the above
announcements.

The Results of General Meeting Announcement stated, inter alia, that the Waiver of a Mandatory Offer
resolution was approved by independent Shareholders in terms of regulation 86(4) of the
Companies Regulations, 2011 ("Waiver Resolution").

On Wednesday, 14 December 2016, an application was made to the Takeover Regulation Panel
("TRP") for an exemption from the obligation of MICIH to make a mandatory offer to the holders of
the remaining securities of Metrofile and for a ruling as envisaged in the TRP Guideline 2/2011 ("TRP
Waiver Ruling").

Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for granting
the TRP Waiver Ruling are available from the TRP on request by any Shareholder. Any such request
must be made in writing and addressed to "The Executive Director, Takeover Regulation Panel" at
any of the addresses indicated below.

Shareholders are also advised that they may request the Takeover Special Committee to review the
TRP Waiver Ruling within five business days of the publication of this announcement (i.e. by no later
than Friday, 23 December 2016). Any such request must be made in writing and addressed to "The
Executive Director, Takeover Regulation Panel" at any of the addresses indicated below:


If delivered by hand or courier:     If E-mailed:                      If Faxed:
The Executive Director Takeover      admin@trpanel.co.za               The Executive Director
Regulation Panel                                                       Takeover Regulation Panel
1st Floor, Block 2, Freestone Park                                     + 27 (0) 11 784 0062
135 Patricia Road
Atholl
Johannesburg
2196

The TRP Waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid five
business day period if no Shareholder(s) requests the Takeover Special Committee to review the TRP
Waiver Ruling or (ii) on the date that the Takeover Special Committee confirms the TRP Waiver Ruling
(which must occur by not later than the long stop date, currently 28 February 2017) if any Metrofile
Shareholder(s) request(s) the Takeover Special Committee to review the TRP Waiver Ruling.
Thereafter, the only outstanding suspensive condition to the implementation of the Specific Issue is
the listing of the Metrofile Subscription Shares on the stock exchange operated by the JSE.

Assuming that the TRP Waiver proceedings will be regarded as complete after the expiry of the
aforesaid five business day period, it is expected that the Metrofile Subscription Shares will be listed
on the stock exchange operated by the JSE from the commencement of trading on a date on or
before Thursday, 5 January 2017.

Johannesburg
15 December 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

Date: 15/12/2016 04:45:00 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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