MASONITE (AFRICA) LIMITED
REGISTRATION NUMBER: 1942/015502/06
SHARE CODE: MAS ISIN: ZAE000004289
(“MASONITE” OR “THE COMPANY”)
Shareholders are advised that Masonite made application to the JSE Limited (“JSE”) to delist the
Company (“the Delisting”), which application has subsequently been approved by the JSE on 7
The purpose of this announcement is to advise shareholders of the details and rationale of the
2. Rationale for the Delisting
2.1. On 22 December 2015, the board of directors of Masonite (“the Board”) resolved to
commence with voluntary business rescue proceedings and simultaneously requested
the suspension of Masonite shares on the JSE, which suspension was granted by the JSE
2.2. Subsequent to the Suspension, the Board adopted a business rescue plan (“the Business
Rescue Plan”) which was approved by creditors and shareholders at a meeting of
creditors and shareholders on 19 May 2016.
2.3. The Business Rescue Plan was effected in terms of section 150 and 151 of the Companies
Act (No 71 of 2008, as amended) and resulted, inter alia, in the implementation of a share
repurchase transaction involving the repurchase of all the Masonite ordinary shares from
the existing shareholders of Masonite (“the Share Repurchase”).
2.4. Following the implementation of the Business Rescue Plan, Masonite confirms that the
Company is held by Timber Investments One (Pty) Ltd. In turn, the shares of Timber
Investments One (Pty) Ltd are held by two private equity companies namely Jacobs
Capital and Blackbird Capital, holding 49% and 51% of Masonite respectively. Other than
these two shareholders, there are no individual shareholders in Masonite.
2.5. Since the implementation of the Business Rescue Plan, Masonite no longer has any
operations and its only assets are properties which were previously housed in the mill
division of Masonite.
2.6. As a result of the implementation of the Business Rescue Plan, including the Share
Repurchase, Masonite no longer complies with the applicable provisions of paragraph
4.28 relating to shareholder spread as well as the ongoing requirements as set out in the
JSE Listings Requirements.
2.7. Accordingly, the application for the Delisting was made and will be implemented on the
dates and times set out in paragraph 3 below.
3. Salient dates and times
The salient dates and times relating to the delisting are as follows:
Last day to trade for the Delisting Tuesday, 16 May 2017
Record date for the Delisting Friday, 19 May 2017
Removal of Masonite listing from the JSE Monday, 22 May 2017
28 April 2017
Nedbank Corporate and Investment Banking
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