Wrap Text
Distribution of the Scheme Circular and Salient Dates and Times in respect of the Scheme
Mahube Infrastructure Limited Sustent Holdings (RF) Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06) (Registration number: 2024/726313/07)
ISIN: ZAE000290763 (the "Offeror" or "Sustent")
JSE code: MHB
(the "Company" or "Mahube")
DISTRIBUTION OF THE SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT
OF THE SCHEME
Unless otherwise defined in this announcement, words and expressions contained herein shall have
the same meanings as assigned to them in the Firm Intention Announcement.
1. INTRODUCTION
Shareholders are referred to the firm intention announcement published on SENS on 9
December 2025 ("Firm Intention Announcement") wherein Shareholders were advised that
Mahube had entered into the Scheme Implementation Agreement in terms of which, inter alia,
the Offeror had expressed its firm intention to make a cash Offer of ZAR5.50 per Mahube Share
to acquire Shares held by certain Shareholders by way of a scheme of arrangement in
accordance with section 114(1)(c) of the Companies Act (read with section 115 of the
Companies Act), to be proposed by Mahube to Shareholders ("Scheme").
2. DISTRIBUTION OF THE SCHEME CIRCULAR AND NOTICE OF SCHEME MEETING
Shareholders are hereby advised that the Scheme Circular has been distributed today, Friday,
13 March 2026.
The Scheme Circular is available on Mahube's website at: https://mahube.africa/wp-
content/uploads/2026/03/Mahube-Circular-2026.pdf
The Circular incorporates a notice of Scheme meeting to be convened for the purposes of
approving the resolutions required to implement the Scheme ("Scheme Meeting"). The Scheme
Meeting will be held at 12:00 on Wednesday, 15 April 2026 at African Pride Melrose Arch Hotel,
1 Melrose Blvd, Melrose Arch, Johannesburg, 2196 and virtually by way of electronic
communication, for the purpose of considering and, if deemed fit, passing with or without
modification the resolutions required to be approved by Shareholders in order to authorise and
implement the Scheme ("Scheme Resolution").
3. SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
The salient dates and times relating to the Scheme and its implementation are set out below:
2026
Record date for Shareholders to be recorded in the register in order Friday, 6 March
to receive the Scheme Circular (Record Date) on
Scheme Circular posted to Shareholders and notice convening the Friday, 13 March
Scheme Meeting released on SENS on
Scheme Circular posted to Shareholders and notice convening the Monday, 16 March
Scheme Meeting published in the South African press on
Last day to trade in Mahube Shares in order to be recorded in the Monday, 30 March
securities register to vote at the Scheme Meeting (Voting Last Day
to Trade) on (refer to note 3 below)
Record date for Shareholders to be recorded in the securities Thursday, 2 April
register in order to be eligible to attend and participate in the
Scheme Meeting, being the Scheme Voting Record Date, by
close of trade on
For administrative purposes only, forms of proxy to be lodged with Monday, 13 April
the transfer secretaries by 12:00 on
Forms of proxy emailed to the transfer secretaries (for the attention Wednesday, 15 April
of the chairperson of the Scheme Meeting) to be received via email
and provided to the chairperson, at any time before the proxy
exercises any rights of the Shareholder at the Scheme Meeting on
Last date and time for Shareholders to give notice to Mahube Wednesday, 15 April
objecting, in terms of section 164(3) of the Companies Act, to the
Scheme Resolution to be able to invoke appraisal rights by 12:00
on
Scheme Meeting to be held at 12:00 on Wednesday, 15 April
Results of Scheme Meeting released on SENS on Wednesday, 15 April
Results of Scheme Meeting expected to be published in the South Thursday, 16 April
African press on or about
If the Scheme is approved by Shareholders at the Scheme Meeting:
Last date for Shareholders who voted against the Scheme Wednesday, 22 April
Resolution to require Mahube to seek court approval for the
Scheme Resolution in terms of section 115(3)(b) of the Companies
Act (where applicable) on
Last date for Shareholders who voted against the Scheme Thursday, 30 April
Resolution to apply to Court for leave to apply for a review of the
Scheme Resolution in terms of section 115(3)(b) of the Companies
Act on
Last date for Mahube to send objecting Shareholders notices of the Thursday, 30 April
adoption of the Scheme Resolution in accordance with section
164(4) of the Companies Act on
Assuming that all the Scheme Conditions are fulfilled or waived (to the extent legally
permissible) and that neither court approval nor the review of the Scheme is
required:
Issue of the compliance certificate by the Takeover Panel with Thursday, 7 May
respect to the Scheme in terms of section 121(b) of the Companies
Act on
Scheme finalisation date announcement expected to be released Friday, 8 May
on SENS by 11:00 on
Scheme finalisation date announcement expected to be published Monday, 11 May
in the South African press on or about
Expected last day to trade, being the last day to trade Mahube Tuesday, 19 May
Shares on the JSE in order to participate in the Scheme (Scheme
Last Day to Trade) on
Trading in Mahube Shares on the JSE expected to be suspended Wednesday, 20 May
from commencement of trade on or about
Expected Scheme Consideration record date, being the date on Friday, 22 May
which Scheme Participants must be recorded in the securities
register to receive the Scheme Consideration, in order to receive
the Scheme Consideration on Monday, 25 May 2026, expected to
be by close of trade on
Expected last date by which Scheme Participants must validly Friday, 22 May
make the Exit Election and/or the Continuation Election in respect
of the Scheme Shares, failing which Scheme Participants will be
deemed to have made the Exit Election in respect of those Shares,
in which event Sustent will acquire all those Shares in terms of
section 114(1)(c) of the Companies Act if the Scheme becomes
Operative, on or prior to 12:00 on
Expected Operative Date on Monday, 25 May
Scheme Consideration expected to be sent by electronic fund Monday, 25 May
transfer to Scheme Participants who are certificated Mahube
Shareholders and who have lodged their form of election and
surrender with the transfer secretaries on or prior to 12:00 on the
Scheme Consideration record date, on
Dematerialised Scheme Participants expected to have their Monday, 25 May
accounts (held at their CSDP or broker) credited with the Scheme
Consideration on
Expected date for termination of the listing of Mahube Shares in Tuesday, 26 May
terms of the Scheme at the commencement of trade on the JSE on
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Mahube and
approved by the Takeover Panel and/or the JSE, if required. If all the Scheme Conditions are
not fulfilled or, where applicable, waived by Tuesday, 5 May 2026 (or if all conditions precedent
to the Scheme are fulfilled or, where applicable, waived on a day before Tuesday, 5 May 2026),
an updated timetable will be released on SENS.
2. Completed forms of proxy and the authority (if any) under which they are signed must be (i)
lodged with, posted or emailed to the transfer secretaries ("Computershare") at Rosebank
Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold,
2132), or proxy@computershare.co.za, to be received by them no later than 12:00 on Monday,
13 April 2026 or (ii) thereafter emailed to Computershare at the aforementioned email address
(for the attention of the chairperson of the Scheme Meeting) at any time before the proxy
exercises any rights of the Shareholder at such Scheme Meeting.
3. Shareholders should note that, as trade in Mahube Shares on the JSE is settled in the electronic
settlement system used by Strate Proprietary Limited, settlement of trades takes place 3
business days after the date of such trades. Therefore, Shareholders who acquire Mahube
Shares on the JSE after the voting last day to trade, expected to be on Monday, 30 March 2026
being the last day to trade in Mahube Shares so as to be recorded in the securities register on
the Scheme Voting Record Date, will not be entitled to vote at the Scheme Meeting.
4. Shareholders who wish to exercise their appraisal rights are referred to Annexure 4 of the
Scheme Circular for purposes of determining the relevant timing for the exercise of their appraisal
rights.
5. The exercise of appraisal rights may result in changes to the above salient dates and times and
Shareholders will be notified separately of the applicable dates and times resulting from any such
changes.
6. Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act,
to require the approval of a court for the Scheme should refer to Annexure 4 of the Scheme
Circular which includes an extract of section 115 of the Companies Act. Should Shareholders
exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out
above may change, in which case an updated timetable will be released on SENS.
7. Dematerialised Shareholders, other than those with own-name registration, must provide their
CSDP or broker with their instructions for voting at the Scheme Meeting by the cut-off time and
date stipulated by their CSDP or broker in terms of their respective custody agreements between
them and their CSDP or Broker.
8. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but
the forms of proxy submitted for the initial Scheme Meeting will remain valid in respect of any
adjournment or postponement of the Scheme Meeting.
9. Mahube Shareholders should note that there may be no dematerialisation or rematerialisation of
Mahube Shares after Tuesday, 19 May 2026, which is the expected last day to trade in order to
participate in the Scheme.
10. Although the salient dates and times are stated to be subject to change, such statement shall
not be regarded as consent or dispensation for any change to time periods which may be
required in terms of the Companies Act, the Companies Regulations and the JSE Requirements,
where applicable, and any such consents or dispensations must be specifically applied for and
granted.
11. All times referred to in this announcement are references to South African Standard Time.
4. OPINION AND RECOMMENDATION OF THE INDEPENDENT BOARD
The Independent Board of Mahube has appointed Merchantec Proprietary Limited
("Independent Expert") to provide the Independent Board with external advice as to, inter alia,
whether the terms and conditions of the Scheme are fair and reasonable to Shareholders, in
accordance with the requirements of the Companies Act and Takeover Regulations
("Independent Expert Report"). The Independent Expert has delivered to the Independent
Board its opinion that, as at the date of issue of its opinion, the terms and conditions of the
Scheme are quantitively unfair but qualitatively reasonable to Shareholders.
The Independent Board, after due consideration of the Independent Expert Report regarding the
Scheme, and in accordance with its responsibilities in terms of Regulation 110 of the Takeover
Regulations, has determined that it will place reliance on the valuation performed by the
Independent Expert for the purposes of reaching its own opinion regarding the Offer, the Scheme
Consideration as contemplated in Regulation 110(3)(b) of the Takeover Regulations. The
Independent Board has formed a view of the range of the fair value of the Mahube Shares, which
accords with the value range contained in the Independent Expert Report, in considering its
opinion and recommendation.
The members of the Independent Board, taking into account various factors, which are set out
in detail in the Scheme Circular, have considered the terms and conditions of the Scheme and
are unanimously of the opinion, in agreement with the Independent Expert, that the terms and
conditions thereof are quantitively unfair but qualitatively reasonable to Mahube shareholders.
Accordingly, and for various reasons set out in detail in the Scheme Circular, the Independent
Board recommends that Shareholders vote in favour of the resolution in respect of the Scheme
at the Scheme Meeting and that Shareholders who wish to realise their investment at ZAR5.50
should make the Exit Election.
5. POTENTIAL DELISTING
If as a consequence of the Scheme becoming Operative, Mahube will no longer meet the JSE
Requirements as they pertain to certain conditions for listing, Mahube will accordingly, upon the
Scheme becoming Operative, make application to the JSE to terminate its listing in terms of
paragraph 1.8(d) of the JSE Requirements.
6. GENERAL
This Scheme shall not constitute an offer to purchase or the solicitation of an offer to sell any
Mahube Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the laws of such jurisdiction.
The tax position of a Mahube Shareholder under the Transaction is dependent on such Mahube
Shareholder's individual circumstances, including but not limited to whether it holds the Mahube
Shares as capital assets or as trading stock, whether the Mahube Shares are held by a Collective
Investment Scheme or Pension Fund, the tax jurisdiction in which the Shareholder is resident
and whether such Shareholder elects the Exit Election. It is recommended that Shareholders
seek appropriate advice in this regard.
7. RESPONSIBILITY STATEMENTS
Mahube
The Independent Board (to the extent that the information relates to Mahube) individually and
collectively accepts full responsibility for the accuracy of the information contained in this
announcement. In addition, the Independent Board certifies that to the best of its knowledge and
belief, the information contained in this announcement is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein or which
would make any statement false or misleading, and that all reasonable enquiries to ascertain
such information have been made and this announcement contains all information required by
law and the JSE Listings Requirements.
Offeror
The board of directors of the Offeror (to the extent that the information relates to the Offeror)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the board of directors of the Offeror certifies that to
the best of its knowledge and belief, the information contained in this announcement is true and,
where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein or which would make any statement false or misleading, and that all reasonable
enquiries to ascertain such information have been made and this announcement contains all
information required by law.
Sandton
13 March 2026
Transaction Advisor to the Offeror
PSG Capital
Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr
Corporate Advisor and Sponsor to Mahube
Questco Corporate Advisory
Legal Advisor to Mahube
Werksmans Attorneys
Independent Expert
Merchantec Capital
Date: 13-03-2026 03:30:00
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.
Sharenet Sites 
