Sharenet Sites 
Sharenet Sites
Voting undertakings and TRP extension of posting of circular
Tongaat Hulett Limited
(Incorporated in the Republic of South Africa)
Registration number 1892/000610/06
JSE Share Code: TON
ISIN: ZAE000096541
("THL" or the "Company")
RECEIPT OF VOTING UNDERTAKINGS IN RELATION TO THE PROPOSED DISPOSAL OF THE
TONGAAT HULETT STARCH DIVISION, AND EXTENSION OF THE PERIOD ALLOWED FOR THE
POSTING OF THE CIRCULAR
1. INTRODUCTION
Shareholders of THL ("THL Shareholders") are referred to the firm intention announcement released on
SENS on 28 February 2020 relating to the proposed disposal of the assets and assumed liabilities of
THL's starch division, as a going concern, to KLL Group Proprietary Limited, a wholly-owned subsidiary of
Barloworld Limited (the “Disposal”).
2.VOTING UNDERTAKINGS
THL has received letters of support and irrevocable undertakings from institutional investors, currently
holding, beneficially owning or controlling, in total, 56.34% of the issued THL shares, to vote in favour of
the THL shareholder resolutions required to implement the Disposal.
3. THE CIRCULAR
Pursuant to regulation 102(2) of the Companies Regulations, 2011, THL is required to post a circular to
THL Shareholders in relation to the Disposal (“Circular”) within 20 business days after the date of
publication of the firm intention announcement or within such longer period as is permitted by the
Takeover Regulation Panel.
THL Shareholders are hereby advised that the Takeover Regulation Panel has granted THL an extension
to the period within which the Circular is required to be posted.
THL anticipates that the Circular, incorporating a notice convening a general meeting of THL
Shareholders (“General Meeting”) at which THL Shareholders will be requested to vote on the relevant
resolutions, will be distributed to THL Shareholders by the end of April 2020. At such time, the salient
dates and times applicable to the Disposal, including the date of the General Meeting, will be announced
on SENS.
4. COMPETITION APPROVAL
Shareholders are advised that the Disposal has been notified to the Competition Commission of South
Africa ("Commission") in terms of the merger notification requirements under the Competition Act, 1998.
A merger filing has also been submitted to the Common Market for Eastern and Southern
Africa ("COMESA") competition authorities, as well as in Indonesia. The parties are engaging with the
Commissions and COMESA to complete the merger investigation process and obtain the requisite
competition approval for the Disposal as soon as reasonably possible.
5. 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
15 April 2020
Financial Advisor and Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Advisor to THL
Bowmans
Date: 15-04-2020 05:50:00
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.
