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RECM AND CALIBRE LIMITED - RECM and Calibre Limited Mandatory Offer: Salient dates and times

Release Date: 11/02/2020 17:43
Code(s): RACP ARA     PDF:  
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RECM and Calibre Limited Mandatory Offer: Salient dates and times

ASTORIA INVESTMENTS LTD                                               RECM AND CALIBRE LIMITED
(Incorporated in the Republic of Mauritius)                           (Incorporated in the Republic of South Africa)
Registration number 129785 C1/GBL                                     Registration number 2009/012403/06
SEM share code: ATIL.N0000                                            Preference Share Code: RACP
JSE share code: ARA                                                   ISIN: ZAE000145041
NSX share code: ARO                                                   ("RAC")
ISIN: MU0499N00007


Astoria shareholders are referred to the announcement dated 21 January 2020, made by Astoria and by RAC acting
through its wholly-owned subsidiary, Livingstone Investments Proprietary Limited (“the Offeror”) in which Astoria
shareholders who did not accept the mandatory offer were notified in accordance with Rule 37 of the Takeover Rules,
that the Offeror intended to exercise its right under Part X of the Takeover Rules to acquire all shares held by such
shareholders in Astoria.

A notice was posted to dissenting shareholders on 21 January 2020 advising them that the Offeror intends to acquire all
of their Astoria shares (“Notice”), at an offer price of ZAR2.40 per Astoria share (“Compulsory Acquisition”).

Shareholders are further advised that the time period within which to exercise their entitlement under Rule 40 of the
Mauritian Securities (Takeover) Rules 2010 (“Takeover Rules”), to make application to the court within 21 days of the
date of the Notice, lapses today, 11 February 2020.

As such, the salient dates and times in relation to the Compulsory Acquisition are as follows:

 Last day to trade in Astoria shares to participate in the Compulsory Acquisition                 Tuesday, 18 February

 Astoria shares begin trading ex the Compulsory Acquisition and trading in
 Astoria shares is halted                                                                       Wednesday, 19 February

 Record date for the Compulsory Acquisition                                                        Friday, 21 February

 Results of the Compulsory Acquisition released on SENS and SEM                                    Monday, 24 February

 Cash Settlement and trading halt lifted                                                           Monday, 24 February

 Results of the Compulsory Acquisition released in the Mauritian and South
 African press                                                                                    Tuesday, 25 February


1.   Share certificates may not be dematerialised or rematerialised between Wednesday, 19 February 2020 or Friday,
     21 February 2020.

2.   The above dates and times are subject to amendment. Any such amendment will be released on SENS, SEM and
     the NSX (as long as the Company remains listed on the NSX), and published in the Mauritian and South African
     press, respectively.

Astoria has primary listings on the Stock Exchange of Mauritius and the Alternative Exchange of the JSE. Astoria’s
secondary listing on the main board of the Namibian Stock Exchange will terminate on Tuesday, 18 February 2020 as
per the announcement issued by Astoria on 30 January 2020.

This notice is issued pursuant to SEM Listing Rules 11.3 and 11.17, Rule 5(1) of the Securities (Disclosure Obligations
of Reporting Issuers) Rules 2007 and Rules 6 and 7 of the Mauritian Securities (Takeover) Rules 2010. The board of
directors of Astoria Investments Ltd and RECM and Calibre Limited accept full responsibility for the accuracy of the
information contained in this announcement.

11 February 2020

JSE Designated Advisor to Astoria
Questco Corporate Advisory Proprietary Limited

Sponsor and Corporate Advisor to RAC
Questco Corporate Advisory Proprietary Limited
Questco Proprietary Limited

NSX sponsor to Astoria
Cirrus Securities

SEM authorised representative and sponsor to Astoria
GB Capital

Date: 11-02-2020 05:43:00
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