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SOUTH OCEAN HOLDINGS LIMITED - Fulfillment of Conditions Precedent

Release Date: 04/12/2018 15:00
Code(s): SOH     PDF:  
Wrap Text
Fulfillment of Conditions Precedent

South Ocean Holdings Limited
(Registration number 2007/002381/06)
Incorporated in the Republic of South Africa
(“South Ocean Holdings”, “the Group”)
Share code: SOH      ISIN: ZAE000092748




FULFILLMENT OF CONDITIONS PRECEDENT


Shareholders are referred to the ‘Disposal of Radiant Group Proprietary Limited and Renewal
of Cautionary Announcement’ dated 14 August 2018 wherein shareholders were advised that
SOH had entered into an agreement with Eurolux Proprietary Limited (“Eurolux”), a controlled
subsidiary of ARB Holdings Limited (“ARB”), for the disposal of 100% of the issued share capital
in and claims against Radiant Group Proprietary Limited (“Radiant”) and Icembu Services
Proprietary Limited, both wholly owned subsidiaries of SOH (“the Transaction”).

Shareholders are further referred to the ‘General Meeting Regarding the Disposal of the
Radiant Disposal Group, Salient Dates and Withdrawal of Cautionary Announcement’ dated
7 November 2018, wherein shareholders were advised that two of the conditions precedent
remained outstanding, being the approval from the Competition Commission and
shareholder approval of the Transaction.

Shareholder approval for the Transaction was obtained at the general meeting held on
29 November 2018. Shareholders are advised that Competition Commission approval has
been obtained for the Transaction to proceed with the only restriction being a maximum of
merger specific retrenchments of 25 employees for a period of 24 months following the
merger date. No restrictions have been placed on business rationalisation and cost cutting
conditions.

Shareholders are further advised that the finalisation date of the Transaction has been
postponed to 1 January 2019, in order to align the financial year end dates of ARB Holdings
and SOH to facilitate the implementation of the Transaction. The consideration for the
Transaction will remain between R175 million and R185 million as previously announced.



Johannesburg
4 December 2018


Sponsor
Arbor Capital Sponsors Proprietary Limited

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