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Holsport/Long4Life - Joint finalisation announcement
HOLDSPORT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/022562/06)
Share code: HSP
ISIN: ZAE000157046
("Holdsport")
LONG4LIFE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2016/216015/06)
Share code: L4L
ISIN: ZAE000243119
("Long4Life")
JOINT FINALISATION ANNOUNCEMENT
1. Introduction
Shareholders of Holdsport and Long4Life (“Shareholders”) are referred to the circular (“Scheme Circular”)
issued on Thursday, 31 August 2017, containing details of the firm intention by Long4Life to acquire the
entire issued share capital of Holdsport, net of treasury shares and Holdsport shares registered in the name
of and beneficially owned by Long4Life (the “Proposed Transaction”), through a scheme of arrangement.
Shareholders are further referred to the announcement released on SENS on Tuesday, 10 October 2017 in
which Shareholders were advised that certain conditions precedent, in particular the approval of the South
African Competition Commission, as set out in the Scheme Circular (“Remaining Conditions Precedent”),
had not yet been fulfilled.
2. Salient dates and times
Holdsport and Long4Life are pleased to confirm that the Remaining Conditions Precedent have been fulfilled
or waived (as the case may be), and accordingly, the Proposed Transaction is wholly unconditional.
Shareholders are advised that there have been no changes to the terms of the Proposed Transaction as set
out in the Scheme Circular.
The revised salient dates and times relating to the Proposed Transaction are set out in the timetable
(“Timetable”) hereunder. Words and expressions in the Timetable and notes thereto shall have the same
meaning as assigned to them in the Scheme Circular.
2017
Finalisation Date on Wednesday, 18 October
Finalisation Date announcement released on SENS on Wednesday, 18 October
Finalisation Date announcement published in the South African Press on Thursday, 19 October
Scheme last day to trade, being the last day to trade Holdsport Shares on the JSE
in order to be recorded in the Register to receive the Scheme Consideration Tuesday, 31 October
(Scheme Last Day to Trade)
Suspension of listing of Holdsport Shares on the JSE to take place at the
Wednesday, 1 November
commencement of trade on
Announcement released on SENS in respect of the cash payment applicable to
fractional entitlements to the Scheme Consideration, based on the VWAP of a
Thursday, 2 November
Long4Life Share traded on the JSE on Wednesday, 1 November 2017, discounted
by 10%, on
Scheme Consideration Record Date, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme Friday, 3 November
Consideration, by close of trade on
Last date on which the Scheme Participants can make an election in respect of the
Friday, 3 November
Scheme Consideration by 12:00 on
Operative Date of the Scheme on Monday, 6 November
Scheme Consideration to be paid/posted to certificated Scheme Participants, who
do not apply for Excess Scheme Cash, (provided their Form of Election, Surrender
Monday, 6 November
and Transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date)
Dematerialised Scheme Participants, who do not apply for Excess Scheme Cash,
to have their accounts (held at their CSDP or Broker) credited with the Scheme Monday, 6 November
Consideration
Announcement released on SENS in respect of the Excess Scheme Cash
Tuesday, 7 November
Allocation payable to Shareholders that applied for Excess Scheme Cash by 11:00
Scheme Consideration to be paid/posted to certificated Scheme Participants, who
do apply for Excess Scheme Cash, (provided their Form of Election, Surrender
Wednesday,8 November
and Transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date)
Dematerialised Scheme Participants, who do apply for Excess Scheme Cash, to
have their accounts (held at their CSDP or Broker) credited with the Scheme Wednesday, 8 November
Consideration
Termination of the listing of Holdsport Shares on the JSE to take place at the
commencement of trade Thursday, 9 November
Notes:
1. Shareholders are referred to the Scheme Circular for detailed notes regarding the Timetable
Cape Town / Johannesburg
18 October 2017
Financial Advisor to Long4Life
Investec Bank Limited
Sponsor to Long4Life
The Standard Bank of South Africa Limited
Sponsor to Holdsport
UBS South Africa (Pty) Ltd
Legal Advisor to Long4Life
Edward Nathan Sonnenbergs Inc.
Legal Advisor to Holdsport
Cliffe Dekker Hofmeyr
Date: 18/10/2017 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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