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Notice to Tongaat Hulett Shareholders regarding the distribution and availability of The Tambankulu Circular
Tongaat Hulett Limited
(Registration number 1892/000610/06)
Share code: TON
ISIN ZAE000096541
(“Tongaat Hulett” or “THL”)
NOTICE TO TONGAAT HULETT SHAREHOLDERS REGARDING THE DISTRIBUTION AND
AVAILABILITY OF THE TAMBANKULU DISPOSAL CIRCULAR (THE “CIRCULAR”)
Introduction
Shareholders of THL ("THL Shareholders") are referred to the terms announcement dated 17 June 2020,
(the “Terms Announcement”) and the subsequent announcement dated 10 July 2020 notifying THL
Shareholders of an extension to the posting date of the Circular.
In the Terms Announcement, THL Shareholders were advised that THL and its wholly owned subsidiary,
Format Development Corporation Limited (collectively, the “Sellers”) had entered into a share purchase
agreement with the Eswatini Public Service Pensions Fund (the “Purchaser”), pursuant to which, the
Purchaser will acquire the shares and shareholder claims in Tambankulu Estates Proprietary Limited from
the Sellers (the “Transaction”).
THL Shareholders are now advised that the Circular, incorporating a notice of general meeting (the “Notice
of General Meeting”) and a form of proxy (the “Form of Proxy”) has been posted to THL Shareholders
today, Wednesday, 30 September 2020.
THL Shareholders are encouraged to utilise the following mechanisms to obtain a copy of the Circular
(incorporating the Notice of General Meeting and Form of Proxy):
• an electronic copy of the Circular is available on the THL website at https://www.tongaat.com/wp-
content/uploads/2020/09/tambankulu-estate-disposal.pdf; and
• an electronic copy of the Circular can be obtained from the THL company secretary, Johann van Rooyen,
who can be contacted at johann.vanrooyen@tongaat.com.
General Meeting
A general meeting, convened in terms of the Notice of General Meeting, will be held electronically at 10:00
(South African Standard Time) on Wednesday, 28 October 2020 (the “General Meeting”), or such other
adjourned or postponed date and time as will be determined and announced in accordance with the
provisions of the Companies Act, 2008, as amended as read with the JSE Listings Requirements. At the
General Meeting, THL Shareholders will be asked to consider and, if deemed fit, to adopt, with or without
modification the resolutions required for THL to implement the Transaction.
THL Shareholders are aware of the COVID-19 pandemic and the measures taken by the South African
government to prevent its spread, including guidelines on physical distancing, and limits on public
gatherings. These all impact the manner in which traditional shareholder meetings are held. In line with
these measures the THL board of directors has, in accordance with THL’s memorandum of incorporation,
resolved to hold the General Meeting electronically. THL Shareholders will not be able to physically attend
the General Meeting.
Electronic participation by THL Shareholders
THL Shareholders (or their representatives or proxies) may participate in the General Meeting through the
electronic facilities and virtual meeting platform that will be made available.
A THL Shareholder (or its representative or proxy) will, if (and only if) the THL Shareholder requests that
access be granted to it (or its representative or proxy) to do so, be able to:
• participate in the General Meeting through electronic facilities; and
• vote during the General Meeting through a virtual meeting platform.
THL Shareholders are invited to request such access by sending an email (a “Participation Request”) to
be received by no later than 10:00 (South African Standard Time) on Monday, 26 October 2020 to the
Transfer Secretaries at proxy@computershare.co.za or by registering on the SmartAGM portal at
www.smartagm.co.za. Should a Participation Request not be emailed so as to be received by the Transfer
Secretaries by 10:00 (South African Standard Time) on Monday, 26 October 2020, it may nevertheless
be emailed so as to be received by the Transfer Secretaries at any time prior to the commencement of the
General Meeting. Following receipt of a Participation Request, the Transfer Secretaries will email the
relevant contact link and logon details to the THL Shareholder concerned to enable it (or its representative
or proxy) to participate and/or vote in the General Meeting.
The Participation Request must specify:
• the name of the THL Shareholder (and, if applicable, of the representative or proxy); and
• an email address at which the THL Shareholder (and, if applicable, the representative or proxy), can be
contacted.
For information purposes only, a guide for electronic shareholders meetings will be available on the
THL website (www.tongaat.com) and can also be obtained from the Transfer Secretaries. Should
you have any further questions, please send an email to proxy@computershare.co.za.
THL will make the facilities available at no cost to the user. However, any third-party costs relating to the
use of, or access to, the platform will be for the user’s account.
THL does not accept responsibility, and will not be held liable, under any applicable law or
otherwise, for:
• any action of, or omission by, the Transfer Secretaries; or
• any loss arising in any way from the use of the platform or electronic facilities including, without
limitation, any malfunctioning or other failure of the platform or facilities, or any failure of any
email to reach, or delay in any email reaching, its intended destination, in the case of all of the
aforementioned whether or not as a result of any act or omission on the part of THL or anyone
else.
Important dates and times
The important dates and times applicable to the Transaction, are set out below:
2020
Record date to determine which THL Shareholders are eligible to Friday, 25 September
receive the Circular and the Notice of General Meeting
Circular, inclusive of the Notice of General Meeting and Form of Proxy Wednesday, 30 September
(blue), distributed to THL Shareholders on
Announcement regarding convening of General Meeting and Thursday, 1 October
distribution of Circular published in the South African press on
Last day to trade in THL shares in order to be eligible to participate and Tuesday, 20 October
vote in the General Meeting (see note 3 below)
Voting record date to determine which THL Shareholders are eligible to Friday, 23 October
participate and vote in the General Meeting (see note 4 below)
For effective administration, Participation Requests (requesting access Monday, 26 October
in order to participate electronically in the General Meeting) to be
received by Transfer Secretaries by no later than 10:00 on (see note 5
below)
For effective administration, completed Forms of Proxy (blue) to be Monday, 26 October
received by Transfer Secretaries by no later than 10:00 on (see note 6
below)
General Meeting of THL Shareholders to be held electronically at 10:00 Wednesday, 28 October
on
Results of General Meeting released on SENS on Wednesday, 28 October
Notes:
(1) All of the above dates and times are South African Standard Time.
(2) The above dates and times are subject to change. Any required changes will be released on SENS.
(3) THL Shares can only be traded in dematerialised form. No orders to dematerialise or rematerialise THL
shares will be processed from the South African Business Day following Tuesday, 20 October 2020 up
to and including the voting record date, but such orders will again be processed from the first South
African Business Day after the voting record date.
(4) Only Shareholders who are registered in the securities register on Friday, 23 October 2020, will be
eligible to participate and vote in the General Meeting.
(5) Should a Participation Request not be emailed so as to be received by the Transfer Secretaries by 10:00
on Monday, 26 October 2020, it may nevertheless be emailed so as to be received by the Transfer
Secretaries at any time prior to the commencement of the General Meeting.
(6) Should Forms of Proxy (blue) not be returned to the Transfer Secretaries by 10:00 on Monday,
26 October 2020, they may nevertheless be emailed to be received by the Transfer Secretaries at any
time prior to the commencement of the General Meeting.
(7) Should the General Meeting be adjourned or postponed for whatever reason, Forms of Proxy (blue)
submitted for the General Meeting will remain valid in respect of any ensuing adjourned or postponed
general meeting.
Tongaat
30 September 2020
Financial Advisor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Advisor to THL
Bowmans
Sponsor to THL
Investec Bank Limited
Date: 30-09-2020 09:00:00
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