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TONGAAT HULETT LIMITED - Notification of distribution of circular and further cautionary

Release Date: 28/11/2019 13:09
Code(s): TON     PDF:  
Wrap Text
Notification of distribution of circular and further cautionary

Tongaat Hulett Limited
(Registration number 1892/000610/06)
Share code: TON
ISIN ZAE000096541
(“Tongaat Hulett” or “the Company”)


1.    Introduction

      On 18 November 2019, shareholders were advised on SENS that Tongaat Hulett had
      entered into a detailed term sheet with its debt providers in relation to existing South
      African short- and long- term facilities (“SA Lenders”) in terms of which the SA Lenders
      have agreed in-principle to make new senior term loan facilities, senior revolving credit
      facilities and overdraft facilities available to the Company (“New SA Facilities”).

      In this regard, shareholders are advised that the Company distributed a circular on 27
      November 2019 (“Circular”) in which, in order to facilitate the New SA Facilities,
      shareholders are requested to consider and, if deemed fit, vote (pursuant to section 60 of
      the Companies Act (Shareholders acting other than at meeting)) in favour of the following

      - adopting a new memorandum of incorporation (“New MOI”); and

      - granting the board of directors a general authority to authorise the Company to provide
      direct or indirect financial assistance to a related or inter-related company or corporation
      of the Company, or to a person related to the Company or any such company or corporation,
      including, inter alia, in connection with the New SA Facilities,

      (“Shareholder Resolutions”).

      Copies of the Circular, the Company’s existing memorandum of incorporation and the New
      MOI will be available for inspection during normal business hours (excluding Saturdays,
      Sundays and public holidays) at the registered office of the Company (Amanzimnyama Hill
      Road, Tongaat, Kwazulu-Natal, 4400) until Tuesday, 7 January 2020 (inclusive).

      A copy of the Circular is available on the Company’s website

2.    Salient dates

      The salient dates relating to voting on the Proposed Resolutions are outlined below:

      Record date to determine which shareholders are entitled
      to receive the Circular and are eligible to vote                  Friday, 22 November 2019
      Circular posted to shareholders                                Wednesday, 27 November 2019                                                  
      Deemed date of submission of the Circular to                   Wednesday,  4 December 2019
      Voting period opens                                            Wednesday,  4 December 2019
      Voting closing date:
      - last day for voting on the Shareholder Resolutions
        (for a dematerialised shareholder without own-name
      - last day to return form of written consent (for a
        certificated shareholder and a dematerialised own- 
        name registered shareholder)                                     Tuesday, 7 January 2020
       Publication of results of voting on SENS on                     Wednesday, 8 January 2020

       1. All dates and times above are South African local times.
       2. The above dates and times are subject to amendments. Any such amendment will be
          released on SENS.
       3. In order for a Shareholder Resolution to be adopted, the requisite percentage of the voting
          rights exercised on that Shareholder Resolution must have been exercised in favour of that
          Shareholder Resolution within 20 (twenty) Business Days after that Shareholder Resolution
          was submitted to shareholders. Notwithstanding this, a Shareholder Resolution shall be
          adopted and become effective as soon as the voting rights exercised in favour thereof equate
          to requisite percentage of all voting rights that were entitled to be exercised on that
          Shareholder Resolution, which may be sooner than the voting closing date.

3. Further cautionary announcement

   Shareholders are referred to the cautionary announcement released on SENS on
   8 March 2019 and the subsequent renewals thereof, the most recent of which was released
   on 18 November 2019. The cautionary announcements are still relevant and applicable.
   Accordingly, shareholders are advised to continue to exercise caution.

28 November 2019

Legal advisors
Bowman Gilfillan Inc.

Investec Bank Limited

Date: 28-11-2019 01:09:00
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