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ATLANTIC LEAF PROPERTIES LIMITED - Posting of Circular and Notice of Court Meeting

Release Date: 15/06/2020 12:00
Code(s): ALP     PDF:  
Wrap Text
Posting of Circular and Notice of Court Meeting

Atlantic Leaf Properties Limited
(Incorporated in Jersey)
(Registration Number: 128426)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
www.atlanticleaf.com
(“Atlantic Leaf” or the “Company”)



POSTING OF CIRCULAR AND NOTICE OF COURT MEETING



POSTING OF CIRCULAR

Atlantic Leaf Shareholders are referred to the announcement published on SENS and the SEM Website
on Friday, 22 May 2020 regarding the recommended cash acquisition pursuant to which South Downs
Investment LP (the “Offeror”) will acquire all the issued and to be issued share capital of Atlantic Leaf
(“Atlantic Leaf Shares”) for an aggregate cash consideration of approximately GBP152 million (the
“Acquisition”).

The Acquisition will be implemented by way of a Jersey Court sanctioned scheme of arrangement under
Article 125 of the Companies (Jersey) Law, 1991, as amended, between Atlantic Leaf and Atlantic Leaf
Shareholders (the “Scheme”). The Scheme will be a scheme of arrangement for purposes of paragraph
1.17(b) of the Listings Requirements published by the JSE.

Atlantic Leaf Shareholders are advised that the Company has today, Monday, 15 June 2020, issued a
circular (the “Circular”) relating to the Acquisition and the Scheme. The Circular contains, amongst
other things, the full terms and conditions of the Acquisition, an explanatory statement pursuant to
Article 126 of the Jersey Companies Law, the expected timetable of principal events and details of
actions to the taken by Atlantic Leaf Shareholders. Atlantic Leaf Shareholders should read the Circular
in its entirety and not rely on the content of this announcement.

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same
meanings as in the Circular.

A copy of the Circular is and will be available on the Company’s website (www.atlanticleaf.com), free
of charge, subject to certain restrictions relating to Restricted Jurisdictions, from the date of issue of the
Circular until the Completion Date or the date upon which the Acquisition is terminated in accordance
with its terms. For the avoidance of doubt, the content of the website referred to above and otherwise
in this announcement is not incorporated into and does not form part of this announcement or the
Circular.

FAIR AND REASONABLE OPINION AND RECOMMENDATION

The Atlantic Leaf Independent Directors have appointed Questco as Atlantic Leaf’s Independent Expert
to provide the Atlantic Leaf Independent Directors with its opinion as to whether the terms of the
Acquisition are fair and reasonable and in the best interests of Atlantic Leaf and Atlantic Leaf
Shareholders as a whole.

Questco, acting as Independent Expert, has considered the terms of the Acquisition and is of the
opinion, as at the date of issue of the Fair and Reasonable Opinion, that the terms of the Acquisition
are fair and reasonable and in the best interests of Atlantic Leaf and Atlantic Leaf Shareholders as a
whole. The Independent Expert has prepared its opinion and provided its advice in accordance with
schedule 5 to the JSE Listings Requirements. The Fair and Reasonable Opinion is set out in Part V
(Fair and Reasonable Opinion) of the Circular.

The Atlantic Leaf Independent Directors, who have been so advised by Questco, consider the terms of
the Acquisition to be fair and reasonable and in the best interests of Atlantic Leaf and Atlantic Leaf
Shareholders as a whole.

Accordingly, the Atlantic Leaf Independent Directors unanimously recommend that Scheme
Shareholders vote (or procure the voting) in favour of the Scheme Resolution at the Court Meeting.

COURT MEETING AND ACTION TO BE TAKEN

A notice convening the Court Meeting to approve the Scheme Resolution to be held at 9.30 a.m. UK
time (10.30 a.m. South African time/12.30 p.m. Mauritian time) on Thursday, 16 July 2020, is set out in
Part VIII (Notice of Court Meeting) of the Circular. Given the current COVID Guidance, the Court
Meeting will be held via an electronic platform and therefore there will not be a physical meeting for
Scheme Shareholders to attend in person. Accordingly, in order to vote on the Scheme Resolution at
the Court Meeting, Scheme Shareholders will need to either (i) lodge a completed Form of Proxy in
advance of the Court Meeting; or (ii) attend the Court Meeting through electronic participation and vote
in person. The Atlantic Leaf Board strongly encourages Scheme Shareholders to vote by proxy in
advance of the Court Meeting by lodging a completed Form of Proxy and appointing the Chairman of
the Court Meeting as their proxy to cast their votes as directed. Alternatively, Scheme Shareholders
may attend the Court Meeting through electronic participation and vote in person during the Court
Meeting by following the step-by-step process set out below and in Part IX (Electronic Participation at
the Court Meeting) of the Circular.

Scheme Shareholders are advised to contact Computershare on +27 (0) 11 370 5000/+27 (0) 86 110
0933 if they have any questions regarding electronic participation and voting at the Court Meeting. This
Computershare helpline will be open to Scheme Shareholders between 9.00 a.m. to 5.30 p.m. (South
African time) on Business Days from Monday, 15 June 2020 until Thursday, 16 July 2020 (both days
inclusive).

STEP 1

Register for electronic participation at the Court Meeting by:

         i.    visiting https://smartagm.co.za and following the instructions provided for the Atlantic
               Leaf Properties Limited Court Meeting; or

         ii.   emailing proxy@computershare.co.za and requesting your username and password for
               the Atlantic Leaf Properties Limited Court Meeting.

Registering for electronic participation must be completed before 9.30 a.m. UK time (10.30 a.m. South
African time/12.30 p.m. Mauritian time) on Tuesday, 14 July 2020 in order to participate electronically
at the Court Meeting.

During the registration process, each Scheme Shareholder will be requested to provide Computershare
with identification documents to enable Computershare (to its reasonable satisfaction) to verify that
person’s right to attend, participate in and vote at the Court Meeting as a Scheme Shareholder, as proxy
or as a representative of a Scheme Shareholder.

Beneficial owners of Dematerialised Shares, for the avoidance of doubt being those beneficial owners
of Scheme Shares without “own name” registration, are required to submit their voting instructions via
their CSDP or broker or obtain a letter of representation from their CSDP or broker to participate in
and/or vote at the Court Meeting electronically.

Alternatively, beneficial owners of Dematerialised Shares which are held through a CSDP or broker (or
their respective nominee) who are not registered as Own-Name Dematerialised Shareholders may,
subject to the mandate between such beneficial owner and the CSDP, broker or nominee as the case
may be, seek to change the way in which their Atlantic Leaf Shares are held in order to become a
registered Atlantic Leaf Shareholder and vote their shares directly at the Court Meeting. In order to be
able to vote directly, any such change would need to be effected prior to Thursday 9 July 2020, being
the last day to trade in order to be eligible to vote at the Court Meeting.

In person registration at the Court Meeting of Eligible Scheme Shareholders will not be carried out by
the Company.

Computershare will, by no later than 9.30 a.m. UK time (10.30 a.m. South African time/12.30 p.m.
Mauritian time) on Wednesday, 15 July 2020, notify Eligible Scheme Shareholders of the username
and password through which they can participate electronically at the Court Meeting following the
registration process. If any Eligible Scheme Shareholder has not received its username and password
by this time and date, it should contact Computershare on the numbers set out in this announcement.

STEP 2

From 9.30 a.m. UK time (10.30 a.m. South African Time/12.30 p.m. Mauritian Time) on Thursday, 16
July 2020, being the time and date of the Court Meeting, Eligible Scheme Shareholders can either
participate in the Court Meeting by:

         i.    visiting https://web.lumiagm.com on their web browser; or

         ii.   using the Lumi AGM app (which must be downloaded from the Apple AppStore or the
               Google Playstore in advance of the Court Meeting),

and thereafter will be prompted to provide the Court Meeting ID (which is set out below) and to log into
the Lumi AGM website or app using the username and password provided by Computershare.

The Court Meeting ID is 176-236-784.

Eligible Scheme Shareholders will be liable for their own network charges in relation to electronic
participation in and/or voting at the Court Meeting. Any such charges will not be for the account of
Atlantic Leaf, the Offeror, Computershare, the JSE or the SEM.

None of Atlantic Leaf, the Offeror, Computershare, the JSE or the SEM can be held accountable in the
case of loss of network connectivity or other network failure during the Court Meeting due to insufficient
airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such
Scheme Shareholder from participating electronically in and/or voting at the Court Meeting.

The Lumi AGM website and app provides a facility for Eligible Scheme Shareholders to electronically
participate in the Court Meeting and ask questions via a messaging forum. The Company will also
provide a facility to allow Eligible Scheme Shareholders to verbally engage with the Chairman of the
Court Meeting and to consult with each other, should they wish to do so, at the Court Meeting which is
available to select when Eligible Scheme Shareholders register. If any Eligible Scheme Shareholders
have difficulty accessing the facility please email info@atlanticleaf.com (marked for the attention of
Mark Pryce) by no later than 9.30 a.m. UK time (10.30 a.m. South African time/12.30 p.m. Mauritian
time) on Tuesday, 14 July 2020. The Company will by no later than 9.30 a.m. UK time (10.30 a.m.
South African time/12.30 p.m. Mauritian time) on Wednesday, 15 July 2020 notify Eligible Scheme
Shareholders of the details to access this facility. If any Eligible Scheme Shareholder has not received
details of the dial in facility by this time and date, it should contact Computershare on the numbers set
out in this announcement.

Voting at the Court Meeting will be conducted by way of a poll and those Eligible Scheme Shareholders
participating electronically in the Court Meeting will be able to cast their vote in person at the Court
Meeting. Scheme Shareholders who have previously lodged a completed Form of Proxy appointing the
Chairman of the Court Meeting as their proxy to cast their votes as directed do not need to utilise the
electronic platform in order for those votes to be counted. However, the completion and return of a Form
of Proxy will not prevent any Eligible Scheme Shareholder from attending the Court Meeting by
electronic participation and voting in person if it so wishes and is entitled to do so. In such circumstances
and provided the relevant Scheme Shareholder’s identity and entitlement to vote has been verified by
Computershare, to the extent that Eligible Scheme Shareholder votes at the Court Meeting
Computershare will automatically reallocate its voting rights from the person appointed as its proxy back
to that Scheme Shareholder.

All Scheme Shareholders (save for the Non-Voting Shareholders) will be entitled to participate in the
Court Meeting and vote (or abstain from voting) on the Scheme Resolution. Eligible Scheme
Shareholders who are participating via the electronic platform or by proxy at the Court Meeting will have
one vote for every Scheme Share held or represented. In the case of joint holders unless such joint
holders shall have chosen one of their number to represent them and so notified the Company in writing
the vote of the most senior (or, if entities, the first named) who tenders a vote shall be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by
the order in which the names stand in the share register.

The Company apologises for any inconvenience caused by these arrangements but considers it the
most appropriate way to proceed with the Court Meeting in the current circumstances. The Atlantic Leaf
Board will keep the situation under review and may need to make further changes to the arrangements
relating to the Court Meeting, including how it is conducted, and Atlantic Leaf Shareholders should
therefore continue to monitor the Company’s website and regulatory announcements for any update.

TERMINATION OF LISTING OF ATLANTIC LEAF SHARES ON THE JSE AND THE SEM

Applications have been made to the JSE and the SEM to terminate the listings of the Atlantic Leaf
Shares on the Main Board of the JSE and the Official List of the SEM, respectively. Conditional on the
Scheme becoming Effective, the JSE and the SEM have approved the respective terminations of such
listings. Subject to the Scheme becoming Effective, it is expected that the listing of the Atlantic Leaf
Shares on the Main Board of the JSE and the Official List of the SEM will be terminated at the
commencement of trading on the JSE and the SEM, respectively, on the Business Day immediately
after the Completion Date.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given below are based on the Company’s current expectations and may be subject to
change. All times and dates are indicative only and will depend on, among other things, the satisfaction
or (to the extent capable of waiver by the Offeror) the waiver of the Conditions, the date upon which the
Court sanctions the Scheme and the date of delivery of the Court Order to the Jersey Registrar. The
Company will give notice of any change to the expected timetable by issuing an announcement on
SENS and the SEM Website and by publishing such changes on its website at www.atlanticleaf.com.


                                                                                         Time and/date
Event                                                                                            2020

Despatch of the Circular                                                               Monday, 15 June

Last day to trade in order to be eligible to vote at the Court
Meeting                                                                                 Thursday, 9 July

Last time for requesting (a) the username and password              9.30 a.m. UK time (10.30 a.m. South
from Computershare to access the platform for electronic         African time/ 12.30 p.m. Mauritian time)
participation; and (b) access to the verbal communication                                             on
facility from the Company                                                               Tuesday, 14 July

Voting Record Time and last time for lodging Form of Proxy          9.30 a.m. UK time (10.30 a.m. South
for the Court Meeting (notes 1 and 2)                            African time/ 12.30 p.m. Mauritian time)
                                                                                                      on
                                                                                        Tuesday, 14 July

Court Meeting                                                       9.30 a.m. UK time (10.30 a.m. South
                                                                 African time/ 12.30 p.m. Mauritian time)
                                                                                    on Thursday, 16 July
                                                                                      
Results of the Court Meeting published on SENS and on
the SEM Website                                                                       Thursday, 16 July

Results of the Court Meeting published in the South African
and Mauritian press                                                                     Friday, 17 July

Court Hearing (to sanction the Scheme) (note 3)                     2.30 p.m. UK time (3.30 p.m. South
                                                            African time/ 5.30 p.m. Mauritian time) on
                                                                                      Monday, 3 August

Effective Date of the Scheme                                                        Tuesday, 4 August

Finalisation announcement in respect of the Scheme                10.00 a.m. UK time (11.00 a.m. South
expected to be published on SENS and the SEM Website        African time/ 1.00 p.m. Mauritian time) on
(note 4)                                                                             Tuesday, 4 August

Finalisation announcement in respect of the Scheme
expected to be published in the South African and
Mauritian press                                                                    Wednesday, 5 August

Last day to trade in Atlantic Leaf Shares in order to be
recorded on the SA branch register and the Mauritian
branch register at the Scheme Record Time (note 5)                                  Tuesday, 11 August

Date of the suspension of listing and trading of Atlantic
Leaf’s Shares on the JSE and the SEM (note 6)                                     Wednesday, 12 August

Form of Transfer and Surrender to be lodged with the                 11 a.m. UK time (12.00 p.m. South
transfer secretaries (to be completed by Certificated SA    African time/ 2.00 p.m. Mauritian time) on
Shareholders)                                                                    Friday, 14 August

Scheme Record Time                                                  4.00 p.m. UK time (5.00 p.m. South
                                                            African time/ 7.00 p.m. Mauritian time) on
                                                                                     Friday, 14 August

Completion Date                                                                      Monday, 17 August

Date of transfer of the Scheme Consideration to
Certificated SA Shareholders and to all Mauritian
Shareholders                                                                         Monday, 17 August

Date of updating accounts of Dematerialised SA
Shareholders held at their CSDP or broker                                            Monday, 17 August

Transfer of Scheme Shares held by Mauritian
Shareholders to the Offeror                                                          Monday, 17 August

Termination of listing of Atlantic Leaf Shares on the Main
Board of the JSE and the Official List of the SEM,
respectively, at the commencement of trade                                          Tuesday, 18 August

Mauritian Shareholders accounts credited with the Scheme
Consideration on or about                                                          Thursday, 20 August

Long Stop Date                                                                    Thursday, 15 October

Notes:
1. If the signed and completed Form of Proxy and any authority under which it is executed are not lodged by 9.30
   a.m. UK time (10.30 a.m. South African time/12.30 p.m. Mauritian time) on Tuesday, 14 July 2020 (or, in the
   case of any adjournment, no later than 48 hours (excluding any part of a day that is not a Jersey Business Day)
   before the time appointed for the holding of the adjourned Court Meeting) the Form of Proxy will be treated as
   invalid.
2. If the Court Meeting is adjourned, the Voting Record Time for the adjourned meeting will be no later than 48
   hours (excluding any part of a day that is not a Jersey Business Day) before the time appointed for the holding
   of the adjourned Court Meeting.
3. Each Scheme Shareholder has the right to attend the Court Hearing in person or through a Jersey Advocate to
   support or oppose the sanctioning of the Scheme. The Court Hearing will be held at 2.30 p.m. UK time (3.30
   p.m. South African time/5.30 p.m. Mauritian time) on Monday, 3 August 2020 at the Royal Court, Royal Court
   House, Royal Square, St Helier, Jersey JE1 1JG. In view of the COVID Guidance, if you wish to attend the
   Court Hearing in person or through a Jersey Advocate, please e-mail info@atlanticleaf.com (marked for the
   attention of Mark Pryce) in order to obtain information on the arrangements for virtual attendance at the Court
   Hearing.
4. Transfers of Atlantic Leaf Shares between the SA branch register and the Mauritian branch register may not
   take place on or after Tuesday, 4 August 2020, being the date on which the Scheme becomes Effective.
5. No dematerialisation or rematerialisation of Atlantic Leaf Shares may take place after Tuesday, 11 August 2020,
   being the last date to trade in Atlantic Leaf Shares on the Main Board of the JSE and the Official List of the
   SEM in order to be recorded on the share register at the Scheme Record Time.
6. Atlantic Leaf Shares will be suspended from listing and trading on the Main Board of the JSE and the Official
   List of the SEM at the commencement of trading on Wednesday, 12 August 2020.
7. The transfer of the Scheme Shares from each Mauritian Shareholder to the Offeror shall be executed on the
   Crossing Board of the SEM. Brokerage fees relating to these share transfers will be borne by both the Offeror
   and Mauritian Shareholders. Trades on the Crossing Board are settled on the basis of trade + 3 Business Days
   settlement cycle. Therefore, the Scheme Shares will be reflected in the securities account of the Offeror held
   with the CDS, on Thursday, 20 August 2020. Similarly, the Scheme Consideration will be credited to the bank
   account of each Mauritian Shareholder on or about Thursday, 20 August 2020.


This announcement is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 15.24 and
the Mauritian Securities Act 2005. The Atlantic Leaf Board accepts full responsibility for the accuracy
of the information contained in this announcement.

By order of the Atlantic Leaf Board

15 June 2020


Enquiries

Atlantic Leaf Properties Limited

Paul Leaf-Wright                                                                         +27 (0) 83 775 3646
Mark Pryce                                                                              +44 (0) 74 9323 8576

Java Capital Proprietary Limited (JSE sponsor and                                        +27 (0) 60 544 7120
corporate advisor to Atlantic Leaf)

Cliffe Dekker Hofmeyr Inc. (Principal legal advisor to
Atlantic Leaf and the Atlantic Leaf Independent
Board)

Perigeum Capital Ltd (SEM authorised                                                          +230 402 0890
representative and sponsor to Atlantic Leaf)

Questco Corporate Advisory Proprietary Limited
(Independent Expert to Atlantic Leaf)
Lazard & Co., Limited (Financial advisor to the                                         +44 (0) 20 7187 2000
Offeror)

Patrick Long
Jolyon Coates

Gibson, Dunn & Crutcher UK LLP (Principal legal                                         +44 (0) 20 7071 4000
advisor to the Offeror)

FTI Consulting

Sherryn Schooling                                                                +27 (0) 21 748 9027 (direct)
                                                                                 +27 (0) 82 776 2840 (mobile)


Disclaimer

This announcement does not constitute an offer to sell, issue or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore
persons in such jurisdictions into which this announcement is released, published or distributed should inform
themselves about and observe such restrictions.

This announcement does not constitute a prospectus or a prospectus equivalent document, including for the
purposes of the Companies (General Provisions) (Jersey) Order 2002.

Important Notices

The statements contained herein are made as at the date of this announcement, unless some other time is specified
in relation to them, and issue of this announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since such date. None of Atlantic Leaf, the Atlantic Leaf Directors, the Offeror,
the Offeror GP Directors or any person acting on its or their behalf accepts any responsibility or obligation to update,
review or revise the information in this announcement or to publish or distribute any information which comes to its
attention after the date of this announcement and the distribution of this announcement shall not constitute a
representation by Atlantic Leaf, the Atlantic Leaf Directors, the Offeror, the Offeror GP Directors or any person
acting on its or their behalf that this announcement will be updated, reviewed, revised or that any such information
will be published or distributed after the date hereof.

Nothing contained in this announcement shall be deemed to be a profit forecast, projection or estimate of the future
financial performance of Atlantic Leaf. No statement in this announcement should be interpreted to mean that future
earnings of any Atlantic Leaf Share for current and future financial periods will necessarily match or exceed the
historical or published earnings of any Atlantic Leaf Share. The Apollo Funds (including the Offeror) may purchase
Atlantic Leaf Shares otherwise than pursuant to the terms of the Acquisition, such as in the open market or through
privately negotiated purchases. Such purchases may be made either directly or through a broker and must comply
with the applicable laws and regulations of Jersey, Mauritius and South Africa. Information about any such
purchases will be made available on SENS and the SEM Website as required by applicable law and regulation.

No person has been authorised to make representations on behalf of Atlantic Leaf or the Offeror concerning the
Acquisition which are inconsistent with the statements contained in this announcement and any such
representation, if made, may not be relied upon as having been so authorised.

Java Capital Proprietary Limited is acting exclusively for Atlantic Leaf and no one else in connection with the
Acquisition and will not be responsible to anyone other than Atlantic Leaf for providing the protections afforded to
clients of Java Capital Proprietary Limited nor for providing advice in relation to the Acquisition or the content of, or
any matter or arrangement referred to in, this announcement..

Questco Corporate Advisory Proprietary Limited is acting exclusively for Atlantic Leaf and no one else in connection
with the Acquisition and will not be responsible to anyone other than Atlantic Leaf for providing the protections
afforded to clients of Questco Corporate Advisory Proprietary Limited nor for providing advice in relation to the
Acquisition or the content of, or any matter or arrangement referred to in, this announcement..
Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for the Offeror and for no one else in connection with the Acquisition and will not be responsible
to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in
connection with the Acquisition. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any
statement contained in this announcement, the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Circular which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purposes of complying with Jersey law and, to the extent applicable,
the JSE Listings Requirements and the SEM Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in accordance with the laws of any
other jurisdiction, including a Restricted Jurisdiction.

Overseas Shareholders

The publication or distribution of this announcement (in whole or in part) in or into any Restricted Jurisdiction may
be restricted by law and therefore any persons who are subject to the laws of any Restricted Jurisdiction into whose
possession this announcement comes should inform themselves about, and observe, any applicable legal and
regulatory requirements and restrictions. Any failure to comply with the applicable requirements or restrictions may
constitute a violation of the securities laws of any such jurisdiction.

All Atlantic Leaf Shareholders or other persons (including nominees, trustees and custodians) who would otherwise
intend to, or may have a contractual or legal obligation to, forward this announcement (in whole or in part) to a
Restricted Jurisdiction should refrain from doing so and seek appropriate professional advice before taking any
action. This announcement does not constitute an offer to sell or issue, or an invitation to purchase or subscribe
for, any securities or a solicitation of an offer to buy any securities or a solicitation of any vote or approval in any
jurisdiction. Neither the Securities and Exchange Commission of the United States nor any other federal or state
securities commission or regulatory authority of the United States has reviewed, approved or disapproved of, or
passed an opinion on, the accuracy or adequacy of this announcement or any of the proposals herein. Any
representation to the contrary is a criminal offence in the United States.

Forward-looking statements

Certain statements contained herein constitute forward-looking statements. The forward-looking statements
contained herein include statements about the expected effects of the Acquisition, the expected timing and scope
of the Acquisition and other statements other than in relation to historical facts. Forward-looking statements
including, without limitation, statements typically containing words such as “intends”, “anticipates” “targets”,
“estimates”, “believes”, “should”, “plans”, “will”, “expects” and similar expressions or statements that are not
historical facts are intended to identify those expressions or statements as forward-looking statements. The
statements are based on the assumptions and assessments by the Atlantic Leaf Board and the Offeror GP Board
and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements
involve risk and uncertainty and the factors described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially from those expressed in or implied
by such forward-looking statements. There are a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by such forward-looking statements. These factors include, but
are not limited to, the satisfaction or (to the extent capable of waiver by the Offeror) the waiver of the Conditions,
local and global political and economic conditions, future revenues of Atlantic Leaf being lower than expected,
expected cost savings from the Acquisition or other future transactions not being realised fully or in line with
expected timeframes, competitive pressures in the industry increasing, foreign exchange rate fluctuations and
interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory
developments and changes. Given these risks and uncertainties, investors should not place undue reliance on
forward-looking statements.

Date: 15-06-2020 12:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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,
 information disseminated through SENS.

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