TONGAAT HULETT LIMITED - Further announcement regarding the proposed disposal of the starch business and further cautionary announcement

Further announcement regarding the proposed disposal of the starch business and further cautionary announcement

Tongaat Hulett Limited
(Incorporated in the Republic of South Africa)
Registration number 1892/000610/06
JSE Share Code: TON
ISIN: ZAE000096541
("Tongaat" or the "Company")

Further announcement, prior to general meeting, regarding the proposed disposal of the
Company’s starch business, and further cautionary announcement

Shareholders (“Tongaat Shareholders”) are referred to the:

   -   firm intention announcement released by Tongaat on 28 February 2020 wherein the
       Company advised Tongaat Shareholders that it had entered into an agreement (“Starch
       Disposal Agreement”) to dispose of its starch business (“Starch Business”) as a going
       concern to KLL Group Proprietary Limited. (“KLL Group), a wholly-owned subsidiary of
       Barloworld Limited (“Disposal”); and

   -   cautionary announcement released by Tongaat on 12 May 2020 in which it advised that KLL
       Group has notified the Company that KLL Group has formed the view that the impact of, inter
       alia, the COVID-19 global pandemic is reasonably likely to cause the EBITDA of the Starch
       Business for the financial year ending 31 March 2021 to be 82.5% or less of the EBITDA of
       the Starch Business for the financial year ended 31 March 2020, and that, therefore, KLL
       Group has formed the view that a material adverse change, as defined in the Starch Disposal
       Agreement (“MAC”) has occurred.

As was stated in the 12 May 2020 announcement, the Starch Disposal Agreement is still of force
and effect, and the Company remains committed to the steps currently underway aimed at (i)
fulfilment of the conditions precedent (including the processes of seeking regulatory and shareholder
approval for the Disposal) and (ii) pursuant thereto, implementation of the Disposal. Substantial
progress has been made in this regard since the 12 May 2020 announcement.

The Company remains firmly of the view that a MAC has not occurred. The Company is engaging
with KLL Group in order to move matters forward and is committed to the process of resolving the
dispute. To this end, the matter is being referred for determination by an independent third party. As
of the date of this announcement, the Company and KLL Group have been unable to reach
agreement on the identity of the independent third party. The process to determine the identity of the
independent third party is ongoing.

As Tongaat Shareholders are aware, a general meeting will be held tomorrow, 5 June 2020 at which
Tongaat Shareholders will be asked to consider and, if deemed fit, to adopt, with or without
modification, the resolutions required to implement the Disposal.

Further cautionary announcement

Having regard to the MAC dispute referred to in this announcement, shareholders are advised to
continue to exercise caution when dealing in the Company's securities.

Responsibility statement

The board of directors of the Company, individually and collectively, accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information has been made.

Tongaat
4 June 2020

Financial Adviser and Transaction Sponsor to Tongaat

PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Adviser to Tongaat

Bowmans





Date: 04-06-2020 03:25:00
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