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Declaration Announcement in Respect of the Taste Claw-Back Offer
TASTE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
Share code: TAS ISIN: ZAE000081162
(“Taste” or “the Company” or “the Group”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE TASTE CLAW-BACK OFFER
1. INTRODUCTION
Shareholders are referred to the announcements released on SENS on 4 April 2017
(“Strategic Restructure Announcement”), 12 April 2017 and 17 May 2017 pertaining to,
inter alia, the proposed R120 million capital raise to be implemented by way of a claw-back
offer (“Claw-Back Offer”), in terms of which Taste will offer a total of 80 000 012 new
shares (“Claw-Back Offer Shares”) at a subscription price of R1.50 per Claw-Back Offer
Share in the ratio of 21.13210 Claw-Back Offer Shares for every 100 shares held at the
close of business on the initial record date for the Claw-Back Offer, being Friday, 2 June
2017 (“Initial Record Date”).
The purpose of the Claw-Back Offer is to provide Taste with additional capital in the amount
of R120 million to fund the future capital and operational requirements of the Food
business.
2. SALIENT TERMS OF THE CLAW-BACK OFFER
In terms of the Claw-Back Offer, Taste will offer a total of 80 000 012 Claw-Back Offer
Shares at a subscription price of R1.50 per Claw-Back Offer Share in the ratio of 21.13210
Claw-Back Offer Shares for every 100 shares held in Taste on the close of business on the
Initial Record Date.
The allocation of Claw-Back Offer Shares will be such that shareholders will not be
allocated a fraction of a Claw-Back Offer Share and as such any entitlement to receive a
fraction of a Claw-Back Offer Share which:
- is less than one-half of a Claw-Back Offer Share, will be rounded down to the nearest
whole number; and
- is equal to or greater than one-half of a Claw-Back Offer Share but less than a whole
Claw-Back Offer Share, will be rounded up to the nearest whole number.
Upon their issue, the Claw-Back Offer Shares will rank pari passu in all respects with the
existing Taste shares.
Taste shareholders may not apply for any excess Claw-Back Offer Shares.
3. SALIENT DATES AND TIMES
2017
Claw-Back Offer Declaration Data announcement released on SENS Friday, 19 May
Claw-Back Offer Finalisation announcement released on SENS Thursday, 25 May
Last day to trade in Taste Shares in order to be eligible to participate in
the Claw-Back Offer on Tuesday, 30 May
Taste Shares trade ex the Claw-Back Offer from commencement of trade
on Wednesday, 31 May
Listing of and trading of Letters of Allocation on the JSE under JSE code
“TASN” and ISIN ZAE000245171 from commencement of trade on Wednesday, 31 May
Circular distributed to Certificated Shareholders, together with the Form
of Instruction on Thursday, 1 June
Record date for the Claw-Back Offer for purposes of determining the
Taste Shareholders entitled to participate in Claw-Back Offer (Initial
Record Date) at the close of business on Friday, 2 June
Claw-Back Offer opens at 09:00 on Monday, 5 June
CSDP or broker accounts credited with Entitlements in respect of holders
of Dematerialised Shares on Monday, 5 June
Letters of Allocation credited to an electronic account held at the Transfer
Secretaries in respect of holders of Certificated Shares on Monday, 5 June
Circular distributed to Dematerialised Shareholders Tuesday, 6 June
Last day to trade in Letters of Allocation on the JSE on Monday, 12 June
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by 12:00 in respect of Certificated Shareholders wishing to
sell all or part of their Entitlement Tuesday, 13 June
Listing and trading of the Claw-Back Offer Shares commences on the
JSE at 09:00 on Tuesday, 13 June
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by 12:00 in respect of Certificated Shareholders wishing to
subscribe for or renounce all or part of their Entitlement on Thursday, 15 June
Record date for Letters of Allocation (Final Record Date) Thursday, 15 June
Claw-Back Offer closes at 12:00 on Thursday, 15 June
CSDP or broker accounts credited with Claw-Back Offer Shares and
debited with the payments due in respect of holders of Dematerialised
Shares on Monday, 19 June
Share certificates in terms of the Claw-Back Offer Shares posted to
Certificated Shareholders on or about Monday, 19 June
Claw-Back Offer Shares not subscribed for by existing Taste
Shareholders in terms of the Claw-Back Offer, issue to the Subscriber on Monday, 19 June
Results of Claw-Back Offer announced on SENS on Monday, 19 June
Results of Claw-Back Offer published in the press on Tuesday, 20 June
Notes:
1. The above dates and times, which times are local times in South Africa, are subject to amendment.
Any such amendment will be released on SENS.
2. Holders of Dematerialised Taste Shares are required to notify their CSDP or broker of the action they
wish to take in respect of the Claw-Back Offer in the manner and by the time stipulated in the
agreement governing the relationship between the Dematerialised Shareholder and his CSDP or
broker.
3. Share certificates may not be Dematerialised or Rematerialised between Wednesday, 31 May 2017
and Friday, 2 June 2017, both days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their
Entitlements and Certificated Shareholders will have their Entitlements generated in electronic form
and held at the Transfer Secretaries on Monday, 5 June 2017.
5. Dematerialised Shareholders will have their accounts at their CSDP or broker credited with the Claw-
Back Offer Shares to the extent to which they have accepted the Claw-Back Offer. Share certificates
will be posted, by registered post at the Shareholder’s risk, to Certificated Shareholders to the extent to
which they have accepted the Claw-Back Offer.
6. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment
method.
4. RESTRICTIONS ON THE CLAW-BACK OFFER
Any shareholder resident outside the Common Monetary Area, being the Republics of
South Africa and Namibia and the Kingdoms of Lesotho and Swaziland, who receives the
Claw-Back Offer circular and accompanying form of instruction, should obtain advice as to
whether any governmental and/or any other legal consent is required and/or any other
formality must be observed to enable such a subscription to be made in terms of such form
of instruction.
The Claw-Back Offer does not constitute an offer in any jurisdiction in which it is illegal to
make such an offer and the Claw-Back Offer circular and accompanying form of instruction
should not be forwarded or transmitted any person in any territory other than where it is
lawful to make such an offer.
The Claw-Back Offer Shares have not been and will not be registered under the Securities
Act of the United States of America. Accordingly, the Claw-Back Offer Shares may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United
States or to, or for the account or benefit of, United States persons, except pursuant to
exemptions from the Securities Act. The Claw-Back Offer circular and the accompanying
documents are not being, and must not be, mailed or otherwise distributed or sent in, into or
from the United States. The Claw-Back Offer circular does not constitute an offer of any
securities for sale in the United States or to United States persons.
The Claw-Back Offer contained in the Claw-Back Offer circular does not constitute an offer
in the District of Columbia, the United States, the Dominion of Canada, the Commonwealth
of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would
not be lawful to make such an offer (“Non-qualifying Shareholder”). Non-qualifying
Shareholders should consult their professional advisers to determine whether any
governmental or other consents are required or other formalities need to be observed to
allow them to take up the Claw-Back Offer, or trade their entitlement. To the extent that
Non-qualifying Shareholders are not entitled to participate in the Claw-Back Offer, such
Non-qualifying Shareholders should not take up their Claw-Back Offer entitlement or trade
in their Claw-Back Offer entitlement and should allow their rights in terms of the Claw-Back
Offer to lapse.
5. FURTHER ANNOUNCEMENT AND CIRCULAR
The Claw-Back Offer Finalisation announcement is expected to be released on SENS on or
about 25 May 2017.
The Claw-Back Offer circular, and accompanying form of instruction for use by certificated
shareholders only, containing full particulars of the Claw-Back Offer, will be available on the
Company’s website on or about 30 May 2017 and posted to certificated shareholders on or
about 1 June 2017.
The Claw-Back Offer circular containing full particulars of the Claw-Back Offer will be
distributed to dematerialised shareholders who have elected to receive such documents on
or about 6 June 2017.
Johannesburg
19 May 2017
Sponsor and Corporate Advisor
Merchantec Capital
Date: 19/05/2017 05:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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