General SENS Submitter Company - Gen Insimbi and Mr Fred Botha - Censure imposed by the JSE

Gen –  Insimbi and Mr Fred Botha - Censure imposed by the JSE

 GEN – General – Insimbi Industrial Holdings Limited
 Censure imposed by the JSE on both Insimbi Industrial Holdings Limited and Mr Fred Botha in his capacity as a director
 and CEO


 The JSE wishes to inform stakeholders of the following findings in respect of Insimbi Industrial Holdings (“Insimbi Industrial
 Holdings” or “Company”) and Mr Fred Botha:


 1. Insimbi Industrial Holdings entered into a closed period on 1 March 2020, a deemed prohibited period in terms of the
     JSE’s Listings Requirements. Prior to the prohibited period, Insimbi Industrial Holdings had entered into a share
     repurchase programme from 1 March 2020 to 31 May 2020, to allow the Company to repurchase a maximum of 3
     million shares for an aggregate consideration not exceeding R3,270,000.00, under its general authority granted to it at
     its annual general meeting held on 4 July 2019 (“Repurchase Programme”). The JSE’s Listings Requirements requires
     that an issuer appoint an independent third party under a repurchase programme, who will be responsible for making
     the investment decisions in relation to the issuer’s repurchases, independently of and uninfluenced by the issuer (“Third
     Party”).


 2. Notwithstanding the Repurchase Programme in place and conditions associated with the Repurchase Programme, Mr
     Botha, being an executive director of Insimbi Industrial Holdings, gave telephonic instructions to the traders of the Third
     Party on the specific number of securities to repurchase and at what price such securities should be repurchased at,
     during the specified dates of 13 March 2020 to 3 April 2020.


 3. Accordingly, the JSE found both Insimbi Industrial Holdings and Mr Botha, in his capacity as a director of Insimbi
     Industrial Holdings, to be in breach of paragraph 5.72(h) of the JSE’s Listings Requirements for giving investment
     instructions to the Third Party, a third party whose investment decisions should be independent of Insimbi Industrial
     Holdings, and for influencing the repurchase of the Company’s securities during a prohibited period due to the
     Company’s closed period, notwithstanding the approved Repurchase Programme in place.


 4. Issuers, invariably via its directors, have a duty to comply with the Listings Requirements at all times. Compliance with
     the Listings Requirements is aimed at, but not limited to, investor protection and investor confidence. To aid in this
     objective of transparency and a trusted marketplace, issuers are not permitted to repurchase securities during a
     prohibited period unless there is a repurchase programme in place prior to the prohibited period, where the dates and
     quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been
     submitted to the JSE in writing prior to the commencement of the prohibited period. The issuer must further instruct
     an independent third party, which makes investment decisions independently of and uninfluenced by the issuer. Both
     the Company and Mr Botha failed to comply with the important requirement of not influencing the independent
     investment decisions of the Third Party.


5.   For these reasons and with reference to the JSE’s findings of breach, the JSE has decided to impose this public censure
     against the Company and Mr Botha.


 14 April 2021

Date: 14-04-2021 07:05:00
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