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TISO BLACKSTAR GROUP SE - Notice of Extraordinary General Meeting and Circular

Release Date: 26/05/2017 08:00
Code(s): TBG     PDF:  
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Notice of Extraordinary General Meeting and Circular

Tiso Blackstar Group SE
(Incorporated in Malta)
(Company number SE 4)
(registered as an external company with limited liability in the Republic of South Africa under registration
number 2011/008274/10)
LSE Ticker: TBGR
JSE Share code: TBG
ISIN: MT0000620113 (“Tiso Blackstar” or the “Company”)

26 May 2017


                       Notice of Extraordinary General Meeting and Circular

Tiso Blackstar Group SE announces that a Notice of Extraordinary General Meeting has been posted
to its shareholders. A copy of the Notice is available on the Company’s website
http://www.tisoblackstar.com/publications.

The Company announces that the Extraordinary Meeting will be held at its registered office at 3rd Floor,
Avantech Building, St Julian's Road, San Gwann, SGN 2805 Malta on Tuesday, 20 June 2017 at
10:00a.mm (CEST)/10:00a.m. (SAST).

The Board has resolved to propose to Shareholders that the New Articles be adopted in place of the
articles of association of the Company approved at the shareholder meeting held on 23
December 2015. The adoption of the New Articles is subject to shareholder approval, and is to take
effect upon the completion of transfer of the Company's registered office from Malta to the United
Kingdom (the “Transfer”), approved at the shareholder meeting held on 23 December 2015, which is
now expected to complete in June this year.

Tiso Blackstar is currently dual listed with a primary listing on AIM and a secondary listing on the Altx
of the JSE. Upon completion of the Transfer, Tiso Blackstar intends to move its secondary listing on
the Altx of the JSE to a dual primary listing on the Main Board of the JSE. The JSE requires certain
amendments to be made to the December 2015 Articles in order to comply with the listing requirements
of the JSE before the Company is eligible for admission to the Main Board of the JSE.

Upon the Transfer becoming effective, the Takeover Code will apply to the Company as the equivalent
of a public limited company with its registered office in the UK. Pursuant to Rule 9 of the Takeover
Code, members of the Concert Party (as defined in the accompanying Circular) may be required to
make a mandatory offer if their shareholdings increased as a result of the Company purchasing some
or all of its Shares pursuant to the buyback authority approved at the last annual general meeting,
further details of which are set out in the Circular referred to below. Accordingly, the Board has also
resolved to seek the approval of Shareholders to a waiver granted by the Takeover Panel, conditional
on the Transfer becoming effective, of the obligation under Rule 9 of the Takeover Code.

The Board has also resolved to propose to Shareholders that a new management incentive scheme,
details of which are set out in the Circular, be adopted, subject to shareholder approval of its adoption,
from the date of the completion of the Transfer.


Tiso Blackstar Group SE further announces that the Circular relating to the proposed adoption of new
articles of association, the management incentive scheme and the approval of the Takeover Code Rule
9 Waiver can be accessed on the Company’s website (www.tisoblackstar.com/publications).

The expected timetable of the principal events has been provided below:
 Publication of the Notice of Extraordinary Meeting and                       Friday, 26 May 2017
 Circular

 Record date to participate and vote at the General                           Friday, 19 May 2017
 Meeting

 Extraordinary General Meeting                                  Tuesday, 20 June 2017 at 10:00a.m
                                                                          (CEST)/10:00a.m (SAST)

 Announcement of results of Extraordinary General                           Tuesday, 20 June 2017
 Meeting

 Each of the times and dates in the above timetable is subject to change.


This announcement contains inside information for the purposes of article 7 of the Market Abuse
Regulation (EU) No. 596/2014.

For further information, please contact:

 Tiso Blackstar Group SE           Leanna Isaac                       + 356 2137 3360
 Northland Capital Partners        Tom Price, Gerry Beaney,           +44 (0) 203 861 6625
 Limited                           Margarita Mitropoulou
 PSG Capital (Pty) Limited         David Tosi                         +27 (0) 21 887 9602

Date: 26/05/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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