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Finalisation Announcement And Update Regarding The Transaction, General Offer Wholly Unconditional
Howden Africa Holdings Limited Howden Group South Africa Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06) (Registration number 1952/000321/06)
JSE code: HWN ISIN: ZAE000010583
(“HAHL” or “the Company”) (“HGSAL”)
FINALISATION ANNOUNCEMENT AND UPDATE REGARDING THE TRANSACTION, GENERAL OFFER
WHOLLY UNCONDITIONAL AND UPDATED SALIENT DATES AND TIMES
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the circular to Shareholders, dated Tuesday, 13 November 2018 (“Circular”).
1. Introduction
Shareholders are referred to the Firm Intention Announcement in terms of which Shareholders were advised of the
firm intention to make an offer to acquire all or a portion of the issued ordinary shares in HAHL, other than the
shares held by HGSAL and JH&G, by the Company via a scheme of arrangement and by HGSAL via a conditional
general offer.
In addition, Shareholders were advised of the proposed delisting of HAHL from the Main Board of the securities
exchange operated by the JSE on the occurrence of the Scheme becoming operative or the Delisting Resolution
being approved by the requisite majority of Eligible Shareholders at the General Meeting and the General Offer
becoming wholly unconditional and being implemented.
Shareholders are further referred to the results of General Meeting announcement released on SENS by HAHL and
HGSAL on Wednesday, 12 December 2018 and published in the press on Friday, 14 December 2018.
2. Update regarding the Scheme
It is recorded that at the General Meeting 15,86% of the Shareholders present and voting, voted against the Scheme
Resolution, entitling any Shareholder who voted against the Scheme Resolution, to require the Company, in terms
of section 115(3)(a) of the Companies Act, to seek the Court's approval for the Scheme.
Amongst others, Standard Bank Nominees (RF) Proprietary Limited, JR Nominees Proprietary Limited and Invesco
Canadian Small Companies Fund (the three shareholders collectively referred to as the "Dissenting Shareholders")
voted against the Scheme Resolution on 12 December 2018 and on 20 December 2018 the Dissenting
Shareholders exercised the right, under section 115(3)(a) of the Companies Act, by delivering notices to the
Company, requiring that the Company seeks the Court's approval for the Scheme ("Section 115 Notices").
As a result, the Company must, in terms of section 115(5) of the Companies Act,-
. seek the Court's approval for the Scheme within 10 Business Days from the date of the passing of the
Scheme Resolution, i.e. by 31 December 2018; or
. treat the Scheme Resolution as a nullity.
The Board and Independent Board is of the view that none of the circumstances in section 115(7) of the Companies
Act, under which the Court could set aside the Scheme Resolution, are present.
However, given the potential protracted nature of an opposed Court application and the resultant time delays in
making payment to shareholders, either under the Scheme or General Offer, should the Company seek the Court's
approval of the Scheme, the Independent Board and the Board each resolved that it is in the best interest of the
Company and the Company's Shareholders as a whole, to treat the Scheme Resolution as a nullity and proceed
with the General Offer, subject to the fulfilment or waiver of the General Offer Conditions.
Shareholders are therefore advised that all of the Scheme Conditions have not been fulfilled and as a result the
Scheme will not be implemented.
3. Update regarding the General Offer
Shareholders are further advised that the General Offer Condition relating to Eligible Shareholders accepting the
General Offer in respect of so many General Offer Shares as will result in HGSAL acquiring more than 50% of the
General Offer Shares has been waived by HGSAL and the TRP has issued a compliance certificate in terms of
section 121(b)(i) of the Companies Act in respect of the General Offer. Accordingly, the General Offer has today
become wholly unconditional and the General Offer and Delisting will be implemented in accordance with the salient
dates and times set out below.
Eligible Shareholders who do not accept the General Offer will remain as Shareholders in HAHL in the unlisted
company, with the tradability of their HAHL Shares being limited.
2019
Finalisation announcement published on SENS on Wednesday, 2 January
Date of lodging an application for the termination of listing of the Shares on the
JSE on Wednesday, 2 January
Finalisation announcement published in the South African press on Thursday, 3 January
First date on which the General Offer Consideration is to be sent by EFT or by
cheque to General Offer Participants who are Certificated Shareholders who
have lodged their Form of Acceptance and Transfer with the Transfer
Secretaries on or prior to the General Offer being declared wholly unconditional
on Thursday, 10 January
First date on which Dematerialised General Offer Participants are to have their
accounts with their broker or CSDP credited with the General Offer
Consideration on Thursday, 10 January
Last day to trade to take up the General Offer on Tuesday, 19 February
Date on which the Shares trade “ex” the right to participate in the General Offer
on Wednesday, 20 February
Date of the suspension of the listing of the Shares on the JSE at the
commencement of trade on Wednesday, 20 February
General Offer record date on Friday, 22 February
Date on which General Offer closes at 12h00 on Friday, 22 February
Last date on which the General Offer Consideration is to be sent by EFT or by
cheque to General Offer Participants who are Certificated Shareholders who
have lodged their Form of Acceptance and Transfer with the Transfer
Secretaries on or prior to the last day to trade to take up the General Offer on Monday, 25 February
Last date on which Dematerialised General Offer Participants are to have their
accounts with their broker or CSDP credited with the General Offer
Consideration on Monday, 25 February
Termination of the listing of the Shares at commencement of trade on the JSE
on Tuesday, 26 February
Notes:
1. The above dates and times may be amended by HAHL and HGSAL in respect of the General Offer (subject
to the approval of the JSE, TRP and/or the Funder, if required). Any change in the dates and times will be
published on SENS.
2. All dates and times quoted are South African dates and times.
3. Shareholders should note that as transactions in the 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 the Shares after close of trade on Tuesday, 19 February 2019, will not be eligible
to participate in the General Offer.
4. For the purpose of being eligible to participate in the General Offer, no dematerialisation or rematerialisation
of the Shares may take place after Tuesday, 19 February 2019.
5. The date of payment of the General Offer Consideration will take place within six Business Days of the later
of the General Offer being declared wholly unconditional and acceptance of the General Offer by the General
Offer Participant.
4. The Independent Board and Board Responsibility Statement
The Board and the Independent Board (to the extent the information relates to HAHL), collectively and individually,
accept responsibility for the information contained in this announcement and confirm that, to the best of each
member’s respective knowledge and belief, the information contained in this announcement is true and does not
omit anything likely to affect the importance of such information.
5. HGSAL Responsibility Statement
HGSAL (to the extent the information relates to HGSAL), accepts responsibility for the information contained in this
announcement and confirms that, to the best of its knowledge and belief, the information contained in this
announcement is true and does not omit anything likely to affect the importance of such information.
Johannesburg
2 January 2019
Corporate Advisor: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor: Webber Wentzel
Date: 02/01/2019 10:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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