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COMAIR LIMITED - Notice of Business Rescue Resolution and Suspension of Listing of Comair Shares

Release Date: 05/05/2020 15:00
Code(s): COM     PDF:  
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Notice of Business Rescue Resolution and Suspension of Listing of Comair Shares

Comair Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/006783/06)
ISIN: ZAE00002983
Share Code: COM
(“Comair” or “the Company”)

NOTICE OF BUSINESS RESCUE RESOLUTION AND SUSPENSION OF LISTING OF COMAIR SHARES

Further to the cautionary announcement released on 30 April 2020, shareholders are
advised that the Company is unable to operate given the current restrictions in place. It
appears that restricted air travel may commence at Risk Level 3, full domestic air travel at
Risk Level 2 and regional and International air travel at Risk Level 1. The level of the
prevailing COVID 19 risk will determine the progression from Risk Level 5 to Risk Level 1. It
is not anticipated that Comair will commence operating prior to October or November 2020.
The Comair business model is sound as the airline has been profitable for the past 74 years.
Unfortunately, due to the abovementioned restrictions, operations have ceased. The Board
believes that once again operational, Comair will take to the skies and return to being a
major player in the South African airline industry.

The Comair board of directors (“Board”) is therefore of the opinion that:
   1. the best option to ensure the long-term survival of the Company is to implement a
      business rescue plan as contemplated in Chapter 6 of the Companies Act 71 of 2008
      as amended ("the Companies Act"); and
   2. under the direction of the right business rescue practitioner a return to operations
      may be achievable once restrictions are lifted.

The Board accordingly resolved on 4 May 2020 to commence with voluntary business
rescue proceedings as provided for by Section 129 of the Companies Act.

In the light of this decision, the Board has applied to the JSE Limited (“JSE”) (and was
granted approval by the JSE) for the suspension of trading in the Company's shares on the
JSE with immediate effect in terms of paragraph 1.10(a)(iii) of the JSE Listings
Requirements on the following basis:

- the Board will no longer be in control of the Company;
- the Board is not in a position to confirm to the JSE that the Company will be able to comply
  on an ongoing basis with the JSE Listing Requirements;
- with the material discussions to be undertaken with all stakeholders, the risks of leaks of
  price sensitive information are great, which could result in different levels of information in
  the market;
- the nature and extent of the restructure referred to above, and its effect on the value of the
  Company, is unknown; and
- it is uncertain which of the Company's operations will continue and on what basis.

The Board considers this decision to be prudent and in the best interests of shareholders
while the Company and its business rescue practitioners explore solutions to the current
situation facing the Company.

Shareholders will be updated as further material information becomes available and are
advised to exercise caution in relation to the Company.

Bonaero Park
5 May 2020

Sponsor
PSG Capital

IMPORTANT NOTICE TO FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS

FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS IN COMAIR LIMITED (“COMAIR”) SHOULD
NOTE THAT, IN ORDER TO ENABLE COMAIR (AS A LICENSED AIR SERVICES OPERATOR IN SOUTH
AFRICA) TO REMAIN COMPLIANT WITH THE FOREIGN OWNERSHIP RESTRICTION CONTAINED
SECTIONS 16(4)(c) AND 19(a) OF THE AIR SERVICES LICENSING ACT, NO. 115 OF 1990, THE VOTING
RIGHTS OF FOREIGN SHAREHOLDERS MAY BE DECREASED PROPORTIONATELY SUCH THAT THE
VOTING RIGHTS OF FOREIGN SHAREHOLDERS DO NOT, IN AGGREGATE, EXCEED 24.99%. FOREIGN
SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE REFERRED TO THE COMAIR’S MEMORANDUM
OF INCORPORATION AND WEBSITE (www.comair.co.za) FOR FURTHER DETAILS. IF FOREIGN
SHAREHOLDERS OR PROSPECTIVE INVESTORS ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE
THEY SHOULD SEEK ADVICE FROM THEIR BROKER, ATTORNEY OR OTHER PROFESSIONAL ADVISER.

Date: 05-05-2020 03:00:00
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