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Request for Creditors' Consent
Comair Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/006783/06)
ISIN: ZAE00002983
Share Code: COM
(“Comair” or “the Company”)
REQUEST FOR CREDITORS' CONSENT IN TERMS OF SECTION 150(5) OF THE
COMPANIES ACT 71 OF 2008 FOR EXTENSION OF THE PUBLICATION OF THE
BUSINESS RESCUE PLAN
BACKGROUND
1. The Company commenced voluntary business rescue proceedings on 5 May 2020,
and Messrs. Shaun Collyer and Richard Ferguson (“the Practitioners”) were
appointed by Comair in accordance with section 129(3)(b) of the Companies Act 71
of 2008 (“Companies Act”) as the business rescue practitioners for the Company.
2. Section 150(5) of the Companies Act requires that the business rescue plan for the
Company must be published within 25 business days after the date on which the
Practitioners were appointed, or such longer time as may be allowed by the holders
of a majority of the creditors’ voting interests. In this regard, the Publication Date has
previously been extended to 28 July 2020.
3. On Sunday evening, 21 June 2020, the Practitioners received an unsigned non-
binding expression of interest from an interested consortium. On the 29 June 2020
at the request of the consortium the Practitioners extended the publication date
further to 28 July 2020, in order for them to provide a binding offer to the
Practitioners. The Practitioners engaged with this consortium to understand the
conditions to advance this offer to a binding offer. The Practitioners were
subsequently informed via email on 10 July 2020 that this offer was declined by the
main funding source’s pre-credit committee, and therefore could not be taken
forward, and the Practitioners understand to date that this has not changed.
4. Thereafter, on Wednesday, 22 July 2020 at 20h00, the Practitioners received a
signed, but non-binding offer, from another consortium, which contains several
material conditions to be satisfied prior to such offer being of a binding nature.
5. On Thursday, 23 July 2020 at approximately 15h00, the Practitioners received a
signed binding offer from yet another consortium, but which also contains several
material conditions to be satisfied.
6. At this time, the ability for the Company and the Practitioners to fulfil the conditions in
these offers, and the willingness of the Company's financiers to participate with the
consortiums, remain unknown, and may take significant time to evaluate and for the
Practitioners to obtain the requisite certainty in this regard.
7. The Practitioners are in the process of considering these latter two offers in order to
understand if the parties will be able to fulfill the conditions contemplated in these
offers, and if any one of these latter two offers provide a sustainable remedy to the
Company's financial distress.
8. In addition to the above, the Practitioners are in the process of negotiating short term
bridge funding as post commencement finance, which the Company requires on an
urgent basis, in order to progress the aforementioned offers and to enable the
Company to meet its current overheads and expenses in order to support its limited
operations and business rescue activities.
CONSENT
9. In light of the above, the Practitioners are seeking the consent of a majority of the
creditors to extend the Publication Date in terms of section 150(5)(b) of the
Companies Act (“Consent”) to 28 August 2020.
10. In this regard, insofar as any creditor may have an objection to this request for an
extension, that creditor is kindly required to note such objection in writing by not later
than noon (South African Standard Time) on 29 July 2020 to
creditorclaims@comair.co.za.
11. Please note that, if in respect of any creditor, we do not receive a written objection to
this requested extension by not later than noon (South African Standard Time) on 29
July 2020, then such failure to so object in writing will be construed as a vote by that
creditor in favour of our request for an extension and that creditor will be deemed to
have approved our request for an extension.
28 July 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: 28-07-2020 05:00:00
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