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HOSKEN CONSOLIDATED INVESTMENTS LIMITED - Acquisition of Niveus Investments Limited Ordinary Shares

Release Date: 06/03/2020 08:19
Code(s): HCI     PDF:  
Wrap Text
Acquisition of Niveus Investments Limited Ordinary Shares

(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
(“HCI” or the “Company”)


Shareholders are referred to the joint firm intention announcement by Niveus Holdings Limited (“Niveus”) and HCI dated 27
September 2019 and the circular dated 4 November 2019 ("Circular") containing details of the offer by HCI Niveus Holdco 1
Proprietary Limited (“HCI Offerco”) to acquire all of the ordinary shares of no par value in the share capital of Niveus (“Niveus
Shares”), other than those held by HCI and Johnnic Holdings Management Services Proprietary Limited (“Excluded
Shareholders”), by way of a single offer comprising:

 •     a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008, as amended (“Companies Act”)
       to be proposed by the board of directors of Niveus, between Niveus and the holders of Niveus Shares (“Niveus
       Shareholders”) other than the Excluded Shareholders (“Scheme”); and
 •     if the Scheme is proposed, but fails to be implemented in accordance with its terms, a general offer to the Niveus
       Shareholders other than the Excluded Shareholders as contemplated in section 117(1)(c)(v) of the Companies Act and
       paragraph 1.15(c) of the Listings Requirements of the securities exchange operated by JSE Limited (“General Offer”);

(collectively, the “HCI Offer”).

In addition, HCI shareholders are referred to the announcements by HCI dated 3, 4, 5 and 11 February 2020 and 4 and 5 March
2020 relating to the acquisition of Niveus Shares by HCI Offerco.

Acquisition of shares
In accordance with Regulation 98 of the Companies Regulations, 2011 shareholders are advised that on 5 March 2020, HCI
Offerco acquired 420 983 Niveus Shares from Niveus Shareholders at a price of R2.40 per Niveus Share, being the proposed
offer consideration under the HCI Offer, as reflected in the Circular. HCI Offerco together with the Excluded Shareholders hold
93% of the issued shares of Niveus subsequent to the acquisition disclosed in this announcement.

Responsibility Statement
The board of directors of the Company accepts responsibility for the information contained in this announcement and confirms
that, to the best of its knowledge and belief, the information is true and does not omit anything likely to affect the importance of
the information.

Cape Town
6 March 2020

Financial advisor to HCI Offerco: Investec Bank Limited
Sponsor to HCI: Investec Bank Limited
Legal adviser to HCI Offerco: Edward Nathan Sonnenbergs Incorporated

Date: 06-03-2020 08:19:00
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