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Joint Finalisation Announcement in respect of the Scheme
HULISANI LIMITED REATILE SOLAR POWER 2 PROPRIETARY LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06) (Registration number: 2019/313309/07)
Share code: HUL (“Reatile”)
ISIN: ZAE000212072 a wholly-owned subsidiary of:
(“Hulisani”) REATILE GROUP PROPRIETARY LIMITED
Incorporated in the Republic of South
Africa
(Registration number: 2003/027219/07)
(“Reatile Group”)
JOINT FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
1. Introduction
1.1. Hulisani Shareholders are referred to the circular issued on Friday, 7 December 2021
("Circular") in respect of a proposed Scheme of Arrangement.
1.2. Capitalised words and phrases in this announcement shall, unless the context indicates
otherwise, bear the same meanings ascribed thereto in the Circular.
2. Conditions Precedent to the Scheme
2.1. Hulisani Shareholders are further referred to the announcement published on SENS on Friday,
7 January 2022 in which they were advised that, at the General Meeting, the Resolutions set
out in the Notice (which was attached to and formed part of the Circular), were passed by the
requisite majority of votes (as set out in the Notice in respect of each Resolution).
2.2. Hulisani is pleased to announce that the TRP has issued a compliance certificate in respect of
the Scheme in terms of section 119(4)(b) of the Companies Act.
2.3. Accordingly, Hulisani Shareholders are advised that all remaining Conditions Precedent to the
Scheme, as detailed in the Circular, have now been fulfilled or, where applicable, waived, and
that the Scheme has, accordingly, become unconditional and will, together with the Delisting,
be implemented in accordance with its terms.
3. Salient Dates and Times
The updated salient dates and times in relation to the Scheme are set out in the table below.
Words and expressions in the table below and the notes thereto shall have the same meanings
as assigned to them in the Circular.
Scheme LDT to be recorded in the Register on the Tuesday, 3 May 2022
Scheme Record Date on
Suspension of listing of Shares on the JSE on Wednesday, 4 May 2022
Scheme Record Date to receive settlement of the Friday, 6 May 2022
Scheme Consideration in terms of the Scheme on
Operative Date on Monday, 9 May 2022
Dematerialised Scheme Participants expected to have Monday, 9 May 2022
their accounts held at their Broker or CSDP credited
with the Scheme Consideration on
Settlement of the Scheme Consideration to be paid Monday, 9 May 2022
electronically to certificated Scheme Participants on
Termination of listing of the Shares on the JSE at the Tuesday, 10 May 2022
commencement of trade on
Notes:
1. All times given in this announcement are local times in South Africa.
4. Agterskot Payment
Hulisani Shareholders are referred to the announcement dated Thursday, 29 March 2022 in
which they were informed that the GRI Put Option was exercised, and the proceeds thereof had
been received by Hulisani. In accordance with the terms of the Implementation Agreement, the
Auditor has been engaged to confirm the Applicable Agterskot Amount and the Agterskot
Payment is expected to be made to Scheme Participants as soon as practicably possible after
the implementation of the Scheme.
5. Responsibility Statements
5.1. The Independent Board accepts responsibility for the information contained in this
announcement as it pertains to Hulisani. To the best of the Independent Board's knowledge
and belief, the information contained in this announcement as it pertains to Hulisani is true and
nothing has been omitted which is likely to affect the importance of such information.
5.2. Reatile accepts responsibility for the information contained in this announcement as it pertains
to the Offeror. To the best of Reatile’s knowledge and belief, the information contained in this
announcement is true and nothing has been omitted which is likely to affect the importance of
such information.
22 April 2022
Sandton
Corporate Advisor and Transaction Sponsor to Hulisani
Questco Proprietary Limited
Legal Advisor to Hulisani
Webber Wentzel Attorneys
Investment Bank and Corporate Advisor to Reatile Group
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor to Reatile Group
Cliffe Dekker Hofmeyr Inc.
Date: 22-04-2022 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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