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TRP Ruling On The Waiver Of The Requirement To Make A Mandatory Offer
AFRICAN DAWN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/020520/06)
Share code: ADW
ISIN Code: ZAE000223194
(“Afdawn” or “the Company”)
TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY
OFFER
Afdawn shareholders (“Shareholders”) are referred to the announcement released on the
Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Monday, 26 November
2018 announcing the results of the Afdawn general meeting in relation to the specific issue of
shares for cash to Arvesco 153 Proprietary Limited (“Arvesco”)(“Specific Issue”) and the
waiver of the mandatory offer. Full details of the Specific issue are contained in the Afdawn
circular issue on Friday, 26 October 2018 (“Circular”).
As stated in the Circular, Arvesco currently does not hold any of the issued shares of Afdawn
and is accordingly not able to exercise any voting rights in respect of Afdawn. Should, the
Specific Issue be implemented, the Specific Issue will result in Arvesco holding 55% of
Afdawn’s issued ordinary share capital, triggering the need for a mandatory offer by Arvesco
to the remaining Shareholders in terms of section 123 of the Companies Act (“Mandatory
Offer”), unless same is waived by Shareholders by way of an ordinary resolution in
accordance with the Companies Regulations, 2011, issued under the Companies Act
(“Waiver of the Mandatory Offer”).
The results of the Afdawn general meeting included the approval of ordinary resolution
number 2, relating to the Waiver of the Mandatory Offer Requirement in terms of regulation
86(4) of the Companies Regulations.
On Monday, 26 November 2018, application was made to the TRP, for an exemption from
Arvesco’s obligation to make a Mandatory Offer to the Shareholders and for a ruling as
envisaged in the TRP’s Guideline 2/2011 ("TRP Waiver Ruling").
Shareholders are advised that the TRP has granted the TRP Waiver Ruling, today, Tuesday,
27 November 2018. The reasons for granting the TRP Waiver Ruling are available from the
TRP on request by any Shareholder.
Shareholders are also reminded that, as advised in the Circular, they may request the
Takeover Special Committee to review the TRP Waiver Ruling within five Business Days of
the publication of this announcement (i.e. by no later than Tuesday, 4 December 2018).
Any such requests must be made in writing and addressed to "The Executive Director,
Takeover Regulation Panel" at any of the addresses indicated below:
If delivered by hand or courier: If E-mailed: If Faxed:
The Executive Director admin@trpanel.co.za The Executive Director
Takeover Regulation Panel Takeover Regulation Panel
1st Floor, Block 2, Freestone + 27 (0) 11 784 0062
Park
135 Patricia Road
Atholl
Johannesburg
2196
The TRP Waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid
five Business Day period, if no Shareholder(s) requests the Takeover Special Committee to
review the TRP Waiver Ruling or (ii) on the date that the Takeover Special Committee
confirms the TRP Waiver Ruling if any Shareholder(s) request(s) the Takeover Special
Committee to review the TRP Waiver Ruling.
Cape Town
27 November 2018
Corporate Adviser and Designated Adviser
PSG Capital
Date: 27/11/2018 05:37:00 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.
