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TONGAAT HULETT LIMITED - Notice of General Meeting and Distribution of Circular

Release Date: 07/05/2020 17:50
Code(s): TON     PDF:  
Wrap Text
Notice of General Meeting and Distribution of Circular

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

NOTICE TO TONGAAT HULETT SHAREHOLDERS OF THE DISTRIBUTION AND AVAILABILITY OF A
CIRCULAR IN RELATION TO THE PROPOSED DISPOSAL OF TONGAAT HULETT’S STARCH
BUSINESS (the “Circular”)

Introduction

Shareholders (“THL Shareholders”) are referred to the firm intention announcement released by Tongaat
Hulett on the JSE’s Stock Exchange News Service (“SENS”) on Friday, 28 February 2020 wherein the
Company advised THL Shareholders that it had entered into an agreement to dispose of its starch business,
Tongaat Hulett Starch, as a going concern to KLL Group Proprietary Limited, a wholly-owned subsidiary of
Barloworld Limited (the “Starch Disposal”), as well as the SENS announcement dated Wednesday, 15
April 2020 advising of a delay in the distribution of the Circular.

THL Shareholders are advised that the Circular, incorporating a notice of general meeting (the “Notice of
General Meeting”) and a form of proxy (the “Form of Proxy”) will be released on, Friday, 8 May 2020.

Shareholders are aware of the evolving COVID-19 outbreak and the measures taken by the South African
government to prevent its spread, including guidelines on stringent physical distancing, restrictions on large
public gatherings and restrictions on non-essential travel. Due to the restrictions which have been placed
on the operations of the South African Post Office, there might be delays in, or other difficulties experienced
in regard to, the postal delivery of the Circular.

With this in mind, THL Shareholders are encouraged to utilise the following mechanisms to obtain a copy
of the Circular (incorporating the Notice of General Meeting and Form of Proxy):
 - an     electronic  copy      of    the    Circular    is  available      on    the    THL     website  at
   https://www.tongaat.com/investors/corporate-actions/starch-disposal;
 - an electronic copy of the Circular is available on the website of the transfer secretaries, Computershare
   Investor Services Proprietary Limited (the “Transfer Secretaries”), at https://www.
   computershare.com; and
- an electronic copy of the Circular can be obtained from the THL Company Secretary, Johann van
   Rooyen, who can be contacted on +27 32 439 4311 or Johann.vanRooyen@tongaat.com.

General Meeting

A general meeting, convened in terms of the Notice of General Meeting, (the “General Meeting”) will be
held electronically at 10:00 (South African Standard Time) on Friday, 05 June 2020, or such other
adjourned or postponed date and time as will be determined and announced in accordance with the
provisions of the Companies Act, 2008, as amended (the “Companies Act”) as read with the JSE Listings
Requirements. At the General Meeting, THL Shareholders will be asked to consider and, if deemed fit, to
adopt, with or without modification the resolutions required for THL to implement the Starch Disposal.

The General Meeting will be conducted entirely by way of electronic communication and electronic facilities.
THL Shareholders will not be able to physically attend the General Meeting.

Electronic participation by THL Shareholders

The Company will offer THL Shareholders (or their representatives or proxies) reasonable access through
electronic facilities and a virtual meeting platform to participate in the General Meeting.
A THL Shareholder (or its representative or proxy) will, if (and only if) the THL Shareholder requests that
access be granted to it (or its representative or proxy) to do so, be able to:
 •   listen in to, and speak during, the General Meeting through electronic facilities; and
 •   vote during the General Meeting through a virtual meeting platform.

THL Shareholders are invited to request such access by sending an email (the “Participation Request”)
to the Transfer Secretaries at proxy@computershare.co.za. Following receipt of a Participation Request,
the Transfer Secretaries will email the relevant contact link and logon details to the THL Shareholder
concerned to enable it (or its representative or proxy) to listen in to, speak in, and/or vote in, the General
Meeting (the “Connection Details Notice”).

The Participation Request must specify:
 •   the name of the THL Shareholder (and, if applicable, of the representative or proxy); and
 •   an email address at which the THL Shareholder (and, if applicable, the representative or proxy), can
     be contacted.

For information purposes only, a guide for electronic shareholders meetings will be available on the
Company’s website (www.tongaat.com) and can also be obtained from the Transfer Secretaries.
Should you have any further questions, please send an email to proxy@computershare.co.za.

THL will make the facilities available at no cost to the user. However, any third-party costs relating to the
use of, or access to, the platform will be for the user’s account.

THL does not accept responsibility, and will not be held liable, under any applicable law or
otherwise, for:
 •   any action of, or omission by, the Transfer Secretaries; or
 •   any loss arising in any way from the use of the platform or electronic facilities including,
     without limitation, any malfunctioning or other failure of the platform or facilities, or any failure
     of any email to reach, or delay in any email reaching, its intended destination, in the case of
     all of the aforementioned whether or not as a result of any act or omission on the part of the
     Company or anyone else.

Important dates and times
The important dates and times applicable to the Starch Disposal, are set out below:

                                                                                        2020

 Record date to determine which THL Shareholders are eligible to receive the            Thursday, 30 April
 Circular and Notice of General Meeting

 Announcement regarding convening of General Meeting and distributing of                Thursday, 07 May
 Circular released on SENS on

 Circular, inclusive of Notice of General Meeting and Form of Proxy, distributed        Friday, 08 May
 to THL Shareholders on
 Announcement regarding convening of General Meeting and distributing of                Friday, 08 May
 Circular published in the South African press on
 Last day to trade in THL Shares in order to be eligible to participate, speak and      Tuesday, 26 May
 vote in the General Meeting (see note 2 below)

 Voting record date to determine which THL Shareholders are eligible to                 Friday, 29 May
 participate, speak and vote in the General Meeting (see note 3 below)
 For effective administration, Participation Requests (requesting access in order    Wednesday, 03 June
 to participate electronically in the General Meeting) to be received by Transfer
 Secretaries by no later than 10:00 on (see note 4 below)
 For effective administration, completed Forms of Proxy to be received by            Wednesday, 03 June
 Transfer Secretaries by no later than 10:00 on (see notes 5 and 6 below)
 Last day (at any time before Special Resolution Number 1 contained in the           Friday, 05 June
 Notice of General Meeting (“Special Resolution Number 1”) is voted on) for
 THL Shareholders to deliver a written notice to the Company in terms of section
 164(3) of the Companies Act objecting to Special Resolution Number 1 on (see
 note 7 below)
 General Meeting of THL Shareholders to be held electronically at 10:00 on           Friday, 05 June
 Results of General Meeting released on SENS on                                      Friday, 05 June
 If Special Resolution Number 1 is approved by THL Shareholders in the               Friday, 12 June
 General Meeting but 15% or more of the voting rights exercised thereon have
 been voted against Special Resolution Number 1, then, within 5 business days
 after the vote, any THL Shareholder who voted against the resolution can
 require the Company to seek Court approval for the Starch Disposal, as
 contemplated in terms of section 115(3)(a) of the Companies Act (see note 8
 below). Such 5 business day period will end on
 If Special Resolution Number 1 is not unanimously approved by THL                   Monday, 22 June
 Shareholders in the General Meeting, then, within 10 business days after the
 vote, any THL Shareholder who voted against the resolution can apply to Court
 for the Starch Disposal to go through a Court review process, as contemplated
 in terms of section 115(3)(b) of the Companies Act (see note 8 below). Such
 10 business day period will end on
 Last day for THL to give notice of adoption of Special Resolution Number 1 to       Monday, 22 June
 THL Shareholders which gave the Company a written notice of objection to
 Special Resolution Number 1, on
 If no THL Shareholder exercises its rights under section 115(3) of the
 Companies Act:
 Estimated date on which the suspensive conditions to the Starch Disposal are        Wednesday,            30
 to be fulfilled or waived, being the fulfilment date, will be on or about           September
 Estimated date of release on SENS of the fulfilment date announcement, will         Wednesday,            30
 be on or about                                                                      September
Notes:
(1) All of the above dates and times are South African Standard Time. The above dates and times are subject to
    change. Any required changes will be released on SENS.
(2) THL shares can only be traded in dematerialised form. No orders to dematerialise or rematerialise THL shares
    will be processed from the business day following Tuesday, 26 May 2020 up to and including the voting
    record date, but such orders will again be processed from the first business day after the voting record date.
(3) Only THL Shareholders who are registered in THL’s securities register on Friday, 29 May 2020, will be
    eligible to participate, speak and vote in the General Meeting.
(4) Should a Participation Request not be emailed so as to be received by the Transfer Secretaries by 10:00 on
    Wednesday, 03 June 2020, it may nevertheless be emailed so as to be received by the Transfer Secretaries
    at any time prior to the commencement of the General Meeting.
(5) Should Forms of Proxy not be returned to the Transfer Secretaries by 10:00 on Wednesday, 03 June 2020,
    they may nevertheless be emailed so as to be received by the Transfer Secretaries at any time prior to the
    commencement of the General Meeting.
(6) Should the General Meeting be adjourned or postponed for whatever reason, Forms of Proxy submitted for
    the General Meeting will remain valid in respect of any ensuing adjourned or postponed general meeting.
(7) Special Resolution Number 1, as set out in the Notice of General Meeting, is the resolution for the
    approval of the Starch Disposal in terms of sections 112 and 115 of the Companies Act.
(8) Notwithstanding that Special Resolution Number 1 may be approved by the requisite majority of voting rights
    of THL Shareholders exercised thereon in the General Meeting, the provisions of section 115(3) of the
    Companies Act require Court approval under certain conditions. If such Court approval is sought or required,
    all subsequent important dates and times might require amendment.
TRP extension

Pursuant to regulation 102(2) of the Companies Regulations, 2011, THL is required to post a circular to
THL Shareholders in relation to the Starch Disposal within 20 business days after the date of publication of
the firm intention announcement or within such longer period as is permitted by the Takeover Regulation
Panel.

THL Shareholders are hereby advised that the Takeover Regulation Panel granted THL an additional
extension to the period within which the Circular is required to be distributed.

Responsibility Statement

The board of directors of the Company, individually and collectively, accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that to the best of its knowledge and belief, the information contained in this
announcement, read with the Circular, solely pertaining to the Company is true and, where appropriate,
does not omit anything that is likely to affect the importance of the information contained herein and in the
Circular, and that all reasonable enquiries to ascertain such information has been made.


Tongaat
7 May 2020


Financial Adviser and Transaction Sponsor to Tongaat Hulett

PricewaterhouseCoopers Corporate Finance Proprietary Limited


Legal Adviser to Tongaat Hulett

Bowmans

Date: 07-05-2020 05:50:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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