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 regarding the proposed disposal of the 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 to
                dispose of its starch business as a going concern to KLL Group Proprietary Limited.
                (“KLL Group”), a wholly-owned subsidiary of Barloworld Limited (“Disposal”); and

          -     subsequent announcements of 15 and 30 April, 7 and 12 May and 4 and 5 June 2020.

    Fulfilment of suspensive condition relating to Competition Tribunal approval

    Shareholders are advised that South African Competition Tribunal has approved the Disposal
    without conditions. The Disposal has already been approved without conditions by The
    Common market for Eastern and Southern Africa competition authorities.

    The Disposal remains subject to the fulfilment of certain other conditions precedent, including,
    inter alia, lender consents and approval of the competition authorities in Indonesia.

    Suspensive condition relating to alleged material adverse change (“MAC”)

    THL Shareholders are referred to the announcements dated 12 May 2020 and 4 June 2020
    regarding the notification from KLL Group advising the Company that KLL Group had formed
    a view that a MAC has occurred.

    THL remains firmly of the view that a MAC has not occurred. The matter is being referred to
    an independent third party for determination.

    The Company remains fully committed to the fulfilment of the suspensive conditions and the
    implementation of 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
    6 July 2020

    Financial Adviser and Transaction Sponsor to Tongaat
    PricewaterhouseCoopers Corporate Finance Proprietary Limited

    Legal Adviser to Tongaat
    Bowmans

    Competition Law Adviser to Tongaat
    Webber Wentzel




                                                     
Date: 06-07-2020 05:40:00
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