Distribution of Circular and Notice of General Meetings
(Incorporated in the Republic of South Africa)
Registration number 1940/013924/06
JSE Code: HLM
(“Hulamin” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETINGS
Shareholders are referred to the announcement released on the Stock Exchange News Service on 28 October 2020, in which
Hulamin proposed to extend its broad-based black economic empowerment (“B-BBEE”) transaction implemented in 2015 (“BEE
Extension Transaction”) . The BEE Extension Transaction will encompass the following:
- the extension of the vesting date of the B1 Ordinary Shares, B2 Ordinary Shares and B3 Ordinary Shares to 27 February 2026;
- the removal of the Caps with the result that there will no longer be a limitation on the potential economic benefit derived by
the BEE SPV and the ESOP Trust upon vesting;
- the removal of the 3-year post vesting lock-in period in relation to the Funded Shares; and
- the creation and issue of 4 721 600 new A3 Ordinary Shares to the ESOP Trust. The new A3 Ordinary Shares will have a 5-year
and two-month vesting period, with no post-vesting lock-in and will be entitled to receive dividends to the extent that
dividends are declared on no par value ordinary shares.
2. Distribution of Circular
Shareholders are advised that the Circular, setting out, inter alia, the terms of the BEE Extension Transaction and incorporating a
notice to convene general meetings for the purpose of considering and, if deemed fit, passing with or without modification, the
relevant resolutions required to authorise and implement the BEE Extension Transaction, has been distributed to shareholders
today, Tuesday, 17 November 2020. The Circular is also available on the Company’s website at www.hulamin.co.za
3. Notice of General Meetings
Notice is hereby given that:
- a General Meeting of the holders of the A2 Ordinary Shares; and thereafter
- a General Meeting of the holders of the B1 Ordinary Shares; and thereafter
- a General Meeting of the holders of the B2 Ordinary Shares; and thereafter
- a General Meeting of the holders of the B3 Ordinary Shares; and thereafter
- a General Meeting of Shareholders,
will be held entirely by means of a remote interactive electronic platform Microsoft Teams on Thursday, 17 December 2020 at
15:00, to conduct the business and to consider and, if deemed fit, adopt, with or without modification, the ordinary and special
resolutions set out in the Notice of General Meetings.
In light of the measures put in place by the South African Government in response to the COVID-19 pandemic, the Board has
decided that the General Meetings will only be accessible through a remote interactive electronic platform.
Shareholders or their duly appointed proxies who wish to participate in the General Meetings are required to complete the
Electronic Participation Application Form, which forms part of the Circular, and email same to the Company’s Transfer Secretaries
at firstname.lastname@example.org and to Hulamin at email@example.com as soon as possible, but in any event by no later than
15:00 on Monday, 14 December 2020.
4. Salient dates and times
Notice record date, being the date on which shareholders must be registered in the Friday, 6 November
securities register in order to be entitled to receive the Circular and the notice of
Circular to shareholders distributed on Tuesday, 17 November
Last day to trade in Ordinary Shares in order to be eligible to attend and vote at the Tuesday, 8 December
Record date to attend and vote at the General Meetings Friday, 11 December
Forms of proxy for the General Meetings to be received by 15:00 for administrative Monday, 14 December
(A form of proxy may alternatively still be emailed to firstname.lastname@example.org
before the proxy exercises the voting rights of the shareholder at the General
Meetings or any adjourned or postponed general meeting, as the case may be)
General Meetings of shareholders held at 15:00 on Thursday, 17 December
Results of General Meetings released on SENS on or about Thursday, 17 December
Results of General Meetings released in the press on Friday, 18 December
Special resolutions and the amended MOI filed with CIPC Friday, 18 December
1. All times indicated above are local times in South Africa.
2. All dates and times are subject to change and any material changes will be published on SENS. If the General Meetings is
adjourned or postponed, the Forms of Proxy submitted for the general meeting will remain valid in respect of any
adjournment or postponement thereof.
3. Shareholders are reminded that as trades in Ordinary Shares are settled in the electronic settlement system used by Strate,
settlement of trades will take place 3 business days after such trade. Therefore, persons who acquire Hulamin Ordinary Shares
after Tuesday, 8 December 2020, being the last day to trade in order to be eligible to participate and vote at the general
meeting, will not be entitled to attend, speak and vote at the general meeting.
4. No dematerialisation or rematerialisation of Hulamin Ordinary Shares may take place between the day following last day to
trade in order to be eligible to attend, speak and vote at the general meeting, being Tuesday, 8 December 2020, and the
record date in respect of being eligible to participate and vote at the general meeting, being Friday, 11 December 2020.
Unless the context dictates otherwise, capitalised terms used in this announcement are as defined in the Circular.
17 November 2020
Transaction Advisor Transaction Sponsor
Identity Advisory Questco Corporate Advisory
Date: 17-11-2020 04:07:00
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