COMPU-CLEARING OUTSOURCING LIMITED - Disclosure of Holding in Compu-Clearing Shares And Announcement of an Obligation to make a Mandatory Offer to Acquir

Release Date: 06/08/2015 13:00
Code(s): CCL
Wrap Text
Disclosure of Holding in Compu-Clearing Shares And Announcement of an Obligation to make a Mandatory Offer to Acquir

Wisetechglobal Proprietary Limited                     Compu-Clearing Outsourcing Limited
(Incorporated in the Republic of South Africa)         (Incorporated in the Republic of South Africa)
(Registration number 2012/181360/07)                   (Registration number 1998/015541/06)
("WiseTech Global")                                    Share code: CCL ISIN: ZAE000016564


In accordance with the section 3.83(b) of the JSE Limited Listings Requirements and Section 122 of the Companies
Act 71 of 2008, as amended (“Companies Act”), shareholders are advised that WiseTech Global has notified
Compu-Clearing that it has increased its direct beneficial holding in Compu-Clearing, such that its total direct
beneficial interest in the shares of Compu-Clearing now amounts to 50.7% of the total issued shares.

Shareholders of Compu-Clearing are advised that the abovementioned increase in WiseTech Global’s total direct
beneficial interest in the shares of Comp-Clearing was as the result of the acquisition by WiseTech of a beneficial
interest in 27.213% of the shares of Compu-Clearing at a per share price of R5.50 (“Acquisition”). Prior to the
Acquisition, WiseTech Global had a 23.5% direct beneficial interest in the shares of Compu-Clearing. Pursuant to
the Acquisition WiseTech Global is required to make a mandatory offer to acquire from the holders of shares in
Compu-Clearing all of their Ordinary Shares on the same terms as the Acquisition (“Mandatory Offer”).

As detailed in the announcement published on SENS on 24 June 2015 and the circular issued to Compu-Clearing
shareholders on 22 July 2015, WiseTech Global has already, by way of a scheme of arrangement in terms of
section 114 of the Companies Act (“Scheme”), offered to acquire all of the shares in Compu-Clearing which it does
not already own, for a price of R5.50 per share. A general meeting of Compu-Clearing shareholders in respect of
the Scheme will take place on 20 August 2015 (“Scheme Meeting”). If the Scheme does not become unconditional,
WiseTech Global will proceed with making the Mandatory Offer to Compu-Clearing shareholders. As reflected in
the Scheme circular, WiseTech Global had in any event undertaken to make such an offer if the Scheme does not
become unconditional.

Of the shares in Compu-Clearing acquired by WiseTech in terms of the Acquisition, shares amounting to 20.2% of
the total issued shares in Compu-Clearing, were acquired from Mr JHP du Preez and Comshelf Limited who had
both given irrevocable undertakings to WiseTech Global to vote in favour of the Scheme at the Scheme Meeting.
As these shares have now been acquired by WiseTech Global, these shares will not be voted at the Scheme

6 August 2015

Corporate Adviser and Transaction Sponsor to Compu-Clearing: Grindrod Bank
Legal Adviser to Compu-Clearing: Fluxmans
Sponsor to Compu-Clearing: Sasfin Capital
Legal Adviser to WiseTech Global: Webber Wentzel

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