Wrap Text
Declaration Announcement in relation to Distribution of Mettle Investments Limited shares to Tradehold Shareholders
Tradehold Limited Mettle Investments Limited
(Registration number 1970/009054/06) (formerly Mettle Investments Proprietary
Incorporated in the Republic of South Africa Limited)
Share code: TDH (Registration number: 2008/002061/06)
ISIN: ZAE000152658 Incorporated in the Republic of South Africa
("Tradehold") Share code: MLE
ISIN: ZAE000257622
("Mettle Investments")
DECLARATION ANNOUNCEMENT IN RELATION TO THE DISTRIBUTION OF METTLE INVESTMENTS LIMITED SHARES TO
TRADEHOLD SHAREHOLDERS
1. Introduction
Further to the update provided to Tradehold shareholders (“Shareholders”) on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 28 February 2018, Tradehold is
pleased to advise Shareholders of the salient information and key dates relating to the proposed
separation (“the Restructure”) of Tradehold’s financial services’ businesses from its property
businesses into Mettle Investments Limited (“Mettle Investments”), the listing of all the issued
shares (“Mettle Investments Shares”) of Mettle Investments on the Alternative Stock Exchange
x
(“Alt ”) of the JSE (“Listing”) and subsequent distribution of Mettle Investments Shares held by
Tradehold to its Shareholders (“Distribution”).
2. Background and rationale
The board of Tradehold (“Tradehold Board”) has decided to separately list all its financial
services’ businesses on the Altx. The Listing will provide Shareholders with better visibility of
these businesses, whilst the Distribution will provide Shareholders with the opportunity to
participate directly in these businesses and manage their shareholdings effectively.
Pursuant to the Restructure, the details of which are set out in paragraph 3, the separation of
Tradehold and Mettle Investments will enable these two companies to operate in a more efficient
and commercially effective manner, thereby enabling each of them to achieve their respective
strategic goals.
The Tradehold Board is of the opinion that the aforementioned Restructure will:
2.1 enable greater transparency with regard to Tradehold’s property and non-property
activities and the potential value thereof;
2.2 provide Mettle Investments with better opportunities to facilitate the growth of its
businesses, both organically and through acquisitions;
2.3 provide Mettle Investments with access to capital, as it will be able to target a larger pool
of potential investors than it would as part of Tradehold;
2.4 enhance Mettle Investments’ corporate profile by exposing the business to the scrutiny
of the public markets. This higher profile will assist Mettle Investments in improving its
credibility when dealing with debt providers and acquisition targets;
2.5 provide an additional source of acquisition currency to support Mettle Investments’
growth ambitions; and
2.6 provide an additional means to attract and retain talent.
The Tradehold Board has determined that with competing management and funding demands of
a geographically and technically diversified group, Tradehold and Mettle Investments will benefit
from more focused and fully dedicated executive management that is directly accountable to a
similarly focused and dedicated board of directors.
3. The Restructure, Listing and Distribution
To give effect to the separation of Tradehold’s non-property and property assets, Tradehold will,
prior to the Listing date, restructure its group in order to achieve:
3.1 Mettle Investments holding 90% of the shares in Reward Investments (No. 2) Limited,
which in turn holds 75% of the shareholding in Reward Finance Group Limited; and
3.2 Mettle Investments holding 55% of the ordinary shares in Mettle Solar Africa.
Following the Restructure, Mettle Investments will constitute all of the financial services interests
previously held by Tradehold. Mettle Investments will separately list on the Altx and Tradehold will
distribute its entire shareholding, comprising 247 174 375 shares in Mettle Investments, pro rata
to its shareholders by means of a foreign dividend in specie, as defined in the Income Tax Act 58
of 1962, as amended.
The Distribution will be on the basis of one Mettle Investments Share for every one Tradehold
share, reflected as being held by each Shareholder on the record date of the Distribution. No
fractions of Mettle Investment shares will be distributed. The Distribution will be effected in terms
of section 46 of the Companies Act, 71 of 2008, as amended (“Companies Act”) and otherwise on
the terms and conditions as set out in the pre-listing statement (“Pre-listing Statement”) which will
be made available to Shareholders per paragraph 6 below.
The Distribution will not be regarded as a disposal of the whole or a greater part of the assets or
undertaking of Tradehold, as contemplated in section 112 of the Companies Act and accordingly
the Distribution will therefore not require the prior approval of Shareholders. In addition, no
shareholder approval is required in terms of the Listings Requirements of the JSE as the Mettle
Investment Shares will be listed at the time of the Distribution.
Tradehold and Mettle Investments will become independent, publicly traded companies and will
have separate public ownership, boards of directors and management. The Distribution will result
in Shareholders holding a direct interest in Mettle Investments rather than holding that interest
through Tradehold.
4. Conditions precedent
The Listing and the Distribution is conditional on the JSE providing formal approval for the Listing.
5. Salient dates and times
The expected salient dates and times relating to the Distribution and Listing have been set out in
the timetable below:
2018
Declaration announcement published on SENS on Tuesday, 8 May
Declaration announcement published in the press on Wednesday, 9 May
Abridged Pre-listing Statement and finalisation announcement
Monday, 14 May
published on SENS on
Abridged Pre-listing Statement published in the press on Tuesday, 15 May
Pre-listing Statement posted to Shareholders Wednesday, 16 May
Last day to trade for Shareholders to be entitled to participate in the
Tuesday, 22 May
Distribution on
Listing date of Mettle Investments on Alt x at commencement of trade at
Wednesday, 23 May
09:00 on
Tradehold shares commence trading "ex" their entitlement to the
Wednesday, 23 May
Distribution on
Record date for the Distribution on Friday, 25 May
Mettle Investments Shares credited to the accounts of Shareholders at
Monday, 28 May
their central securities depository participants/brokers on
Notes:
1. All times referred to are times in South Africa.
2. The dates and times are subject to amendment, and any changes to the foregoing dates and
times will be released on SENS.
3. Tradehold shares may not be dematerialised or rematerialised between Wednesday, 23 May
2018 and Friday, 25 May 2018, both days inclusive.
6. Pre-listing Statement to Shareholders
The Pre-listing Statement, which contains the full details of the Restructure, Listing and
Distribution, is anticipated to be made available on Tradehold’s website (www.tradehold.co.za)
from Monday, 14 May 2018, and posted to Shareholders on Wednesday, 16 May 2018.
7. Foreign Shareholders
The rights to receive the Mettle Investments Shares in jurisdictions other than South Africa, may
be restricted by law and any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdictions. Accordingly, Shareholders are not entitled to receive the
Mettle Investments Shares, directly or indirectly, in those jurisdictions, and such Shareholders
ought to advise Tradehold accordingly. Such non-resident Shareholders should inform
themselves about and observe any applicable legal requirements in such jurisdictions. It is the
responsibility of non-resident Shareholders to satisfy themselves as to the full observance of the
laws and regulatory requirements of the relevant jurisdictions in respect of the Distribution,
including the obtaining of any governmental, exchange control or other consents or the making of
any filing which may be required, compliance with other necessary formalities and payment of
any issue, transfer or other taxes or other requisite payments due in such jurisdictions.
Shareholders who have any doubts as to their position, including, without limitation, their tax
status, should consult an appropriate advisor in the relevant jurisdictions without delay.
Cape Town
8 May 2018
JSE designated advisor to Mettle Investments
Questco Proprietary Limited
Joint financial advisors
Rand Merchant Bank, a division of FirstRand Bank Limited
Mettle Corporate Finance Proprietary Limited
Transaction legal advisors
Cliffe Dekker Hofmeyr Inc.
Joint independent reporting accountants
PricewaterhouseCoopers Inc.
Joint independent reporting accountants
BDO Cape Incorporated
JSE Sponsor to Tradehold
Mettle Corporate Finance Proprietary Limited
Date: 08/05/2018 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
