Waiver of Mandatory Offer
COGNITION HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
(“Cognition” or “the Company”)
WAIVER OF MANDATORY OFFER
Shareholders are referred to the:
o terms announcement released on SENS on 8 October 2018 wherein Shareholders were advised that
Cognition had entered into a share purchase agreement with CTP in relation to Private Property in
terms of which Cognition will acquire the 50.01% shareholding held by CTP in Private Property for a
total purchase consideration of R127 million, which consideration is to be settled by way of issue of
105 833 333 Cognition Shares at 120 cents per Share;
o distribution of Circular and notice of General Meeting announcement released on SENS on 9 November
o Circular distributed to Cognition Shareholders on 9 November 2018; and
o in particular, the results of General Meeting announcement released on SENS on 7 December 2018
(“Results of General Meeting Announcement”).
Terms defined in the Circular shall, unless otherwise stated, bear the same meaning in this announcement.
The Results of General Meeting Announcement stated, inter alia, that the waiver of mandatory offer
resolution was approved by Independent Shareholders in terms of Takeover Regulation 86(4) (“Waiver of
Mandatory Offer Resolution”). Following the approval of the Waiver of Mandatory Offer Resolution, an
application was made to the Panel for an exemption from the obligation of Caxton to make a mandatory
offer to the holders of the remaining Shares of Cognition, and make a ruling as envisaged in the Panel
Guideline 2/2011 (“Panel Waiver Ruling”).
Shareholders are advised that the Panel has granted the Panel Waiver Ruling. The reasons for granting
the Panel Waiver Ruling are available from the Panel on request by any Cognition Shareholder. Any such
request must be made in writing and addressed to “The Executive Director, Takeover Regulation Panel” at
any of the addresses specified below.
Cognition Shareholders are also advised that they may request the Takeover Special Committee to review
the Waiver Ruling within five business days of publication of this announcement (ie. by no later than
Monday, 24 December 2018). Any such request must be made in writing and addressed to “The Executive
Director, Takeover Regulation Panel” at any of the addresses specified below.
If delivered by hand or courier, or if posted: If faxed:
The Executive Director The Executive Director
Takeover Regulation Panel Takeover Regulation Panel
1st Floor, Block 2, Freestone Park +27 86 274 9056
135 Patricia Road, Atholl, Johannesburg, 2196
The Panel 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 Panel
Waiver Ruling or (ii) on the date that the Takeover Special Committee confirms the Panel Waiver Ruling
if Shareholder/s requests the Takeover Special Committee to review the Panel Waiver Ruling.
Thereafter, the only outstanding Suspensive Conditions to the implementation of the Acquisition are those
Suspensive Conditions set out in the Results of General Meeting Announcement, and the JSE approving
the listing of the Consideration Shares on the securities exchange operated by the JSE (“Exchange”).
Assuming that the Panel waiver proceedings will be regarded as complete after the expiry of the aforesaid
five business day period, it is expected that the Share Consideration will be issued to CTP and listed on
the Exchange on the fifth business day following the date on which the last of the Suspensive Conditions
is fulfilled or waived.
14 December 2018
Sponsor and Corporate Advisor
Date: 14/12/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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