TONGAAT HULETT LIMITED - Takeover Regulation Panel ruling on the waiver of the requirement to make a mandatory offer

Takeover Regulation Panel ruling on the waiver of the requirement to make a mandatory offer

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


TAKEOVER REGULATION PANEL (“TRP”) RULING ON THE WAIVER OF THE REQUIREMENT TO
MAKE A MANDATORY OFFER

Shareholders of THL (“THL Shareholders”) are referred to the:

      -   circular distributed to them on 15 December 2021 (the “Circular”) seeking THL Shareholder
          approval of the resolutions required to implement a proposed equity capital raise by way of a rights
          offer (the “Rights Offer”) and the transaction recorded in an underwriting, subscription and
          relationship agreement entered into with Magister Investments Limited (“Magister”); and

      -   results of general meeting announcement released on SENS on 18 January 2022 (the “Results of
          General Meeting Announcement”).

The Results of General Meeting Announcement advised THL Shareholders that the resolution
contemplated in regulation 86(4) of the Companies Regulations, 2011 pertaining to the waiver of THL
Shareholders’ entitlement to a mandatory offer from Magister, and Magister Related Parties, Magister Inter-
related Parties, other Members of the Magister Group and Magister Concert Parties (all as defined in the
Circular) was approved by the requisite majority of independent holders of THL shares (“Waiver of
Mandatory Offer Resolution”).

Following THL Shareholder approval of the Waiver of Mandatory Offer Resolution, an application was made
to the TRP for an exemption from the obligation to make a mandatory offer to the THL Shareholders (“TRP
Waiver Ruling”).

Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for granting the
TRP Waiver Ruling are available from THL on request by any THL Shareholder
(johann.vanrooyen@tongaat.com).

THL Shareholders are also advised that they may request the Takeover Special Committee to review the
TRP Waiver Ruling. Any such request must be made in writing, specify the reasons for the request and be
addressed to “The Executive Director, Takeover Regulation Panel” at any of the addresses specified below;
provided that the request must reach the TRP within five business days of publication of this announcement
(i.e. by no later than Monday, 31 January 2022):

    If delivered by hand          or   If posted:                          If emailed:
    couriered:
    The Executive Director             The Executive Director              The Executive Director
    Takeover Regulation Panel          Takeover Regulation Panel           Takeover Regulation Panel
    1 Floor Block 2                    PO Box 91833                        andilen@trpanel.co.za
    Freestone Park                     Auckland Park
    135 Patricia Road                  2006,
    Atholl                             South Africa
    2196,
    South Africa

The TRP Waiver Ruling proceedings will be regarded as complete after the expiry of the aforementioned
five business day period if no THL Shareholder requests the Takeover Special Committee to review the
TRP Waiver Ruling.

THL RESPONSIBILITY STATEMENT

The directors of THL collectively and individually accept full responsibility for the accuracy of the information
contained in this announcement, and confirm that, to the best of their knowledge and belief, there are no
facts which have been omitted which would make any statement in this announcement false or misleading,
and that all reasonable enquiries to ascertain such facts have been made.

Tongaat
24 January 2022

Financial Advisors to THL
Rothschild & Co South Africa Proprietary Limited
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Advisor to THL
Bowman Gilfillan Inc.

Legal Advisor to Magister
Fluxmans Inc.

 




 

Date: 24-01-2022 08:05:00
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