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Rights Offer, Distribution Of Circular And Notice Of General Meeting
TASTE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2000/002239/06)
Share code: TAS
ISIN: ZAE000081162
(“Taste” or “the Company”)
RIGHTS OFFER, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
The shareholders of Taste (“Shareholders”) are advised that the Company intends to raise
R132 000 000 from its Shareholders by way of a fully underwritten renounceable rights offer
(“Rights Offer”) of 1 320 000 000 new Taste ordinary shares (“Rights Offer Shares”) to
qualifying shareholders at a subscription price of 10 cents per Rights Offer Share, in the ratio
of 146.42247 Rights Offer Shares for every 100 ordinary share held on the Rights Offer record
date. A circular setting out the full particulars relating to the Rights Offer will be distributed to
Shareholders in due course.
Shareholders are further advised that the voting power of the new Taste shares that are to be
issued pursuant to the Rights Offer will exceed 30% of the voting power of all the Taste shares
held by Shareholders immediately before the issue of the Rights Offer Shares. Accordingly, in
terms of section 41(3) of the Companies Act No. 71 of 2008 (“Companies Act”), the Company
requires the approval of Shareholders by way of a special resolution in order to issue the
Rights Offer Shares in terms of the Rights Offer.
RATIONALE FOR THE RIGHTS OFFER
The Company is raising funds needed to support its operations.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”), detailing the approval required in terms of section 41(3) of the
Companies Act, will be distributed to shareholders today, Wednesday, 19 December 2018.
The Circular also incorporates a notice convening a general meeting of shareholders
(“General Meeting”) for the purpose of considering, and, if deemed fit, passing, with or without
modification, the resolution contained in such notice.
Notice is hereby given that the General Meeting will be held at 10:00 on
Friday, 18 January 2019 at 12 Gemini Street, Linbro Business Park, Frankenwald, Sandton,
to consider and, if deemed fit, to pass, with or without modification, the requisite resolution
required in terms of section 41(3) of the Companies Act in order to issue the Rights Offer
Shares.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from Wednesday, 19 December 2018 until Friday, 18 January 2019
(both days inclusive). A copy of the Circular will also be available on the Company’s website
(https://www.tasteholdings.co.za/downloads/2018/Taste_Circular_Dec_2018.pdf).
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the General Meeting.
2018
Notice record date, being the date on which a shareholder Friday, 14 December
must be registered in the Company’s register in order to be
eligible to receive notice of the General Meeting
Announcement of distribution of Circular and notice convening Wednesday, 19 December
the General Meeting released on SENS on
Circular incorporating the notice of General Meeting and form Wednesday, 19 December
of proxy, distributed to shareholders on
2019
Last day to trade shares in order to be recorded in the register Tuesday, 8 January
to vote at the General Meeting (see note 3 below) on
General Meeting record date, being the date on which a Friday, 11 January
shareholder must be registered in the register in order to be
eligible to attend and participate in the General Meeting and to
vote thereat, by close of trade on
For administrative reasons, forms of proxy in respect of the Wednesday, 16 January
General Meeting to be lodged at or received by the Company’s
transfer secretaries, by no later than 10:00 on
Form of proxy in respect of the General Meeting to be handed Friday, 18 January
to the chairperson of the General Meeting or the transfer
secretaries at the General Meeting, at any time before the
proxy exercises any rights of the shareholder at the General
Meeting on
General Meeting held at 10:00 on Friday, 18 January
Results of the General Meeting published on SENS on Friday, 18 January
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company.
Any such amendment will be released on SENS and published in the South African
press.
3. Shareholders should note that as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three business days
after such trade. Therefore, shareholders who acquire shares in the Company after
close of trade on Tuesday, 8 January 2019 will not be eligible to attend, participate in
and vote at the General Meeting.
Sandton
19 December 2018
Sponsor and Transaction Advisor
PSG Capital
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