HULISANI LIMITED - Acquisition In Rustmo1 Solar Farm (RF) Proprietary Limited And Renewal Of Cautionary

Acquisition In Rustmo1 Solar Farm (RF) Proprietary Limited And Renewal Of Cautionary

HULISANI LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06)
Share code: HUL ISIN: ZAE000212072
(“Hulisani” or “the Company”)

ACQUISITION OF AN INDIRECT CONTROLLING SHAREHOLDING IN RUSTMO1
SOLAR FARM (RF) PROPRIETARY LIMITED AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT

1.   INTRODUCTION

     Hulisani is pleased to announce that it has entered into a
     share sale agreement with Pravin Semnarayan and Gareth
     Warner (“the Sellers”) to acquire 100% of the issued ordinary
     shares in Momentous Technologies Proprietary Limited
     (“Momentous”) (“the Sale Agreement”) for a purchase
     consideration of R26 500 000 (“the Acquisition”).

     Momentous is currently a 15% shareholder of Rustmo1 Solar
     Farm (RF) Proprietary Limited (“Rustmo1”), a 7MW solar PV
     plant in Buffelspoort in the North West Province, a project
     approved in the first round of the Renewable Energy
     Independent Power Producer Procurement Programme. Rustmo1
     was the first independent power producer to be connected to
     the grid and has been operating since November 2013 . Rustmo1
     was developed by Momentous and is being operated by Juwi
     Renewable Energies Proprietary Limited.

     The effective date of the Acquisition will be the third
     business day after the date on which the conditions precedent
     to the Sale Agreement have been fulfilled or waived
     (“Acquisition Effective Date”).


2.   ADDITIONAL SHAREHOLDING

     In February 2017, Momentous triggered its pre-emptive right
     to acquire an additional 51% of the issued share capital of
     Rustmo1 from existing Rustmo1 shareholders for an amount of
     R88 517 621 plus interest thereon at the prime rate for the
     period from 1 August 2016 until the fifth business day after
     the fulfilment or waiver of certain conditions precedent
     (“the Transaction”).
     The effective date of the Transaction will be the fifth
     business day after the fulfilment or waiver of the conditions
     precedent to the agreements have been fulfilled or waived.

     Hulisani will fund the Transaction with its cash reserves.

3.   RATIONALE FOR THE ACQUISITION

     Hulisani was established to pursue the acquisition of, and
     investment in, companies focused on, and operating in, the
     energy sector and which evidence good potential for growth.

     Following the conclusion by Hulisani of its 6.67% effective
     shareholding in the Kouga Wind Farm, the Company was no
     longer classified as a SPAC by the JSE Limited (“JSE”). The
     Acquisition and the Transaction are a further step in the
     Company realising its goal of becoming a shareholder in a
     significant, diverse basket of energy producing assets.

4.   INFORMATION ON MOMENTOUS

     Momentous is a holding company, with its only asset being
     the 15% shareholding in Rustmo1.

     Shareholders are advised that the take-on balance sheet of
     Momentous reflects a book value of the net assets for the
     year ended February 2016 of R 8 032 108 and a profit of
     R1 145 656.

     Hulisani confirms that nothing contained in the memoranda
     of incorporation of Momentous will frustrate Hulisani from
     complying with the Listings Requirements of the JSE in any
     way.


5.    CONDITIONS PRECEDENT TO THE ACQUISITION AND THE TRANSACTION

     5.1. The Acquisition will be subject to the fulfilment or
          waiver of conditions precedent that are customary to a
          transaction of this nature.
     5.2. The Transaction will be subject to the fulfilment or
          waiver of the following conditions precedent by no later
          than 23 April 2017, or such later date as agreed in
          writing:

      5.2.1    all regulatory approvals as may be required to
               implement   the    Transaction,   including    the
               Surveillance Department of the South African
               Reserve Bank, Takeover Regulation Panel, to the
               extent required, and the Department of Energy; and
      5.2.2    other conditions precedent that are customary to
               a transaction of this nature.

6.    CATEGORISATION

      In aggregate, the Acquisition and the Transaction qualify
      as a Category 2 acquisition in terms of the JSE Listings
      Requirements.


7.    RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are advised that the Company is in further
discussions on the acquisition of additional assets within the
renewable energy sector, which may have a material effect on the
price of the Company’s securities.
Shareholders are advised to continue to exercise caution when
dealing in the Company’s securities until a further announcement
is made.


Johannesburg
3 April 2017

Sponsor: PSG Capital Proprietary Limited

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