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Holdsport/Long4Life - cash payment applicable to fractional entitlements
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")
CASH PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS
1. Introduction
Shareholders of Holdsport and Long4Life are referred to the 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, through a
scheme of arrangement.
The definitions and interpretations commencing on page 10 of the Scheme Circular have been used in this SENS
announcement.
Shareholders are referred to the finalisation announcement released on SENS on Wednesday, 18 October 2017
(“Finalisation Announcement”), confirming that all Conditions Precedent to the Proposed Transaction had been
fulfilled or waived, as the case may be, and the implementation of the Proposed Transaction had commenced.
2. Fractional entitlement
Where a Scheme Participant’s entitlement to the Scheme Consideration results in a fractional Share Component
entitlement, such fraction of a Long4Life Share will be rounded down to the nearest whole number, resulting in the
allocation of whole Long4Life Shares together with a cash payment which will be made to the Scheme Participant
in respect of the fraction.
In accordance with the Listings Requirements and the disclosure in the Finalisation Announcement, the applicable
cash payment has been determined with reference to the weighted average traded price of a Long4Life Share
traded on the JSE on Wednesday, 1 November 2017, discounted by 10%.
Scheme Participants are accordingly advised that the basis applicable in determining the cash payment for
fractional entitlements is 453.71524 cents (504.12804 cents discounted by 10%).
Example of fractional entitlement:
This example assumes that a Scheme Participant holds 125 Scheme Shares at the close of business on the
Scheme Consideration Record Date and that Scheme Participant elects the Option A Scheme Consideration.
Long4Life Share entitlement = 125 x 12.1 (being the Share Component entitlement under the Option A
Scheme Consideration Record Date)
= 1 512.5 Long4Life Shares. The rounding provision described above is
then applied and the Scheme Participant will receive:
1 512 Long4Life Shares in respect of the 125 Scheme Shares held and a cash payment for the fractional
entitlement of 226.85762 cents (calculated as 453.71524 x 0.5 = 226.85762 cents)
The tax implications of the Scheme on Shareholders will depend on the individual tax circumstances of each
Shareholder. Shareholders should seek advice from appropriate professional advisers if they are in any doubt
whatsoever about their tax position.
Cape Town / Johannesburg
2 November 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: 02/11/2017 03:45:00 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.
