Cancellation and Delisting of 14 086 110 Cognition Shares
COGNITION HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
(“Cognition” or “the Company”)
CANCELLATION AND DELISTING OF 14 086 110 COGNITION SHARES
Terms defined in the circular distributed to Shareholders on 9 November 2018 (“Circular”) shall, unless
otherwise stated, bear the same meaning in this announcement.
Pursuant to section 164 of the Companies Act, Cognition has concluded a Settlement Agreement with
certain Shareholders holding an aggregate amount of 14 086 110 Shares (“s164 Shares”). In terms of the
Settlement Agreement, Cognition has agreed to repurchase the s164 Shares at a fair value, as determined
by an independent expert. The s164 Shares are required to be cancelled and delisted in terms of the
Shareholders are advised that:
o the effective date of the delisting of the s164 Shares is 1 October 2019;
o the s164 Shares represent 5,79% of the Company’s issued share capital;
o the price to be paid for the s164 Shares is R1.66 per Share;
o Shareholders from whom the s164 Shares are to be repurchased comprise:
The William Kirsh Family Trust;
The Kirsh Family Trust No 2;
Selwyn M Bentel;
Aubrey N Bentel;
Hilary Basil Bentel; and
o the aforementioned Shareholders exercised their rights in terms of section 164(2) of the Companies
Act in respect of ‘Special Resolution Number 4 - Amendments to the Memorandum of Incorporation of
the Company’ set out in the notice of General Meeting enclosed in the Circular.
30 September 2019
Date: 30/09/2019 07:30:00
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