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African & Overseas Enterprises Limited - Fulfilment Of Conditions Precedent And Dealings In Securities By A Director And Associates Of Directors

Release Date: 17/08/2017 14:11
Code(s): AON AOO AOVP
 
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Fulfilment of conditions precedent and dealings in securities by a director and associates of directors

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
(“AOE” or “the company”)


FULFILMENT OF CONDITIONS PRECEDENT AND DEALINGS IN SECURITIES BY A DIRECTOR
AND ASSOCIATES OF DIRECTORS


Shareholders are referred to the previous announcement, dated 29 June 2017, wherein:

1.     it was disclosed that the company had been informed that a sale of shares agreement has been concluded
       between a consortium (the “Consortium”) consisting of Geomer Investments (Pty) Ltd (“Geomer
       Investments”) and Gingko Investments No. 2 (Pty) Ltd (“Gingko Investments”) (acting in concert with the
       Ceejay Trust and Gingko Trading (Pty) Ltd (“Gingko Trading”)) as purchaser and the Stewart and Pat Shub
       Family Trust (“Shub Family Trust”), Catherine Radowsky, Andrew Shub and Patricia Shub as sellers, in
       terms of which, inter alia, the Consortium will acquire 726 600 AOE ordinary shares, 604 045 AOE “N”
       ordinary shares, 1 241 Rex Trueform Clothing Company Limited (“Rex Trueform”) ordinary shares and
       4 058 Rex Trueform “N” ordinary shares (“the transaction”) and further that the transaction remained
       subject to the fulfilment of certain conditions precedent including securing, to the extent required, the
       approval of the South African competition authorities;

2.     shareholders were informed that a director of the company and associates of directors of the company had
       dealt in the company’s securities pursuant to the transaction; and

3.     it was noted that a further announcement would be released on SENS once the company had been informed
       that the conditions precedent to the transaction had been fulfilled.

The company has now been informed that the conditions precedent to the transaction have been fulfilled and that the
transaction has been implemented. Accordingly, shareholders are informed of the following dealings by a director of
the company and associates of directors of the company pursuant to the transaction:

Transaction date:                                   14 August 2017
Price per AOE ordinary share:                       R80.13
Price per AOE “N” ordinary share:                   R11.12
Clearance to deal obtained, where applicable:       Yes

Name of associate:                                  Shub Family Trust
Name of director and relationship to director:      Catherine Radowsky is a beneficiary of the Shub Family Trust
Type of security:                                   Ordinary share
Number of securities:                               718 000
Total value of transaction:                         R57 533 340.00
Nature of transaction:                              Off-market disposal of shares
Nature and extent of director’s interest:           Indirect beneficial

Name of associate:                                  Shub Family Trust
Name of director and relationship to director:      Catherine Radowsky is a beneficiary of the Shub Family Trust
Type of security:                                   “N” ordinary share
Number of securities:                               576 101
Total value of transaction:                         R6 406 243.12
Nature of transaction:                              Off-market disposal of shares
Nature and extent of director’s interest:           Indirect beneficial

Name of director:                                   Catherine Radowsky
Type of security:                                   “N” ordinary share
Number of securities:                               263
Total value of transaction:                         R2 924.56
Nature of transaction:                              Off-market disposal of shares
Nature and extent of director’s interest:           Direct beneficial
  
Name of associate:                                  Geomer Investments in concert with the Ceejay Trust, Gingko
                                                    Trading and Gingko Investments
Name of director and relationship to director:      Marcel Golding is a director and majority shareholder of
                                                    Geomer Investments
Type of security:                                   Ordinary share
Number of securities:                               726 600
Total value of transaction:                         R58 222 458.00
Nature of transaction:                              Off-market acquisition of shares
Nature and extent of director’s interest:           Indirect beneficial

Name of associate:                                  Geomer Investments in concert with the Ceejay Trust, Gingko
                                                    Trading and Gingko Investments
Name of director and relationship to director:      Marcel Golding is a director and majority shareholder of
                                                    Geomer Investments
Type of security:                                   “N” ordinary share
Number of securities:                               604 045
Total value of transaction:                         R6 716 980.40
Nature of transaction:                              Off-market acquisition of shares
Nature and extent of director’s interest:           Indirect beneficial

17 August 2017


Sponsor
Java Capital

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