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Joint Finalisation Announcement in Respect of the Mandatory Offer
Bauba Resources Limited Raubex Group Limited
Incorporated in the Republic of South Africa (Incorporated in the Republic of South Africa)
(Registration number: 1986/004649/06) (Registration number: 2006/023666/06)
Share code: BAU ISIN: ZAE000145686 Share code: RBX ISIN: ZAE000093183
("Bauba")
JOINT FINALISATION ANNOUNCEMENT IN RESPECT OF THE MANDATORY OFFER
Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
herein have the meanings given to them in the combined circular distributed to Shareholders on
Friday, 25 March 2022 ("Circular").
1. Introduction
Shareholders are referred to the: (i) joint Firm Intention Announcement released on SENS on
Thursday, 3 February 2022 wherein they were advised of Raubex Group Limited's firm intention
(through its subsidiary, Raubex Proprietary Limited ("Raubex"), acting in concert with Pelagic) to
make a mandatory offer to Shareholders to acquire all of their Shares for an Offer Consideration
of R0.42 per Share; (ii) joint announcement regarding the extension of the Circular distribution
date released on SENS on Thursday, 3 March 2022; and (iii) joint announcement regarding the
posting of the Circular released on SENS on Friday, 25 March 2022.
2. Issue of TRP Compliance Certificate and Unconditionality
Shareholders are advised that the TRP has issued a compliance certificate in respect of the Offer
in terms of section 119(4)(b) of the Companies Act on Thursday, 12 May 2022.
Accordingly, Shareholders are advised that the Condition Precedent to the Offer has been fulfilled
and that the Offer has become unconditional and will be implemented in accordance with its terms.
Shareholders are reminded that in accordance with paragraph 4.5.3 of Part A of the Circular,
Raubex has the right, in its sole and absolute discretion, but in accordance with the Companies
Act and the Takeover Regulations, to extend the Closing Date of the Offer. Should Raubex decide
to extend the Closing Date of the Offer such a decision (together with the updated important dates
and times) will be communicated to Shareholders in a SENS announcement by no later than 11:00
on Monday, 23 May 2022.
3. Important Dates and Times
Shareholders are reminded of the important dates and times in relation to the Offer, which are set
out in the table below:
2022
Earliest Payment Date from Friday, 13 May
Finalisation date announcement published in the press Monday, 16 May
Last Day to Trade for Shareholders wishing to accept the Tuesday, 24 May
Offer
Shares trade "ex" the Offer Wednesday, 25 May
Closing Date of Offer at 12:00 on Friday, 27 May
Record Date for Offer Friday, 27 May
Results of Offer to be announced on SENS Monday, 30 May
Payment Date Monday, 30 May
Notes:
- In the event that Raubex elects, in its sole discretion, to extend the Closing Date of the Offer, any change to the
above dates and times will be agreed upon by Bauba and Raubex, approved by the JSE and the TRP (as
required), and announced on SENS and, if required, published in the South African press.
- No Dematerialisation or rematerialisation of Shares will take place between the trading ex-date,
Wednesday, 25 May 2022 and the Record Date for the Offer, Friday, 27 May 2022 (both days inclusive).
- Offerees should note that acceptance of the Offer will be irrevocable.
- All times referred to in this announcement are references to South African Standard Time.
4. Payment in respect of the Offer
Certificated Shareholders who accept the Offer, will be paid within six Business Days of the later
of: (i) the Offer being declared Unconditional; and (ii) the date on which such Certificated
Shareholders forward both: (a) the Form of Acceptance (pink); and (b) the Documents of Title, to
the Transfer Secretaries.
Dematerialised Shareholders who accept the Offer, will be paid within six Business Days after the
later of: (i) the Offer being declared Unconditional; and (ii) the date on which the CSDP or Broker
of such Dematerialised Shareholder notifies the Transfer Secretaries of their acceptance of the
Offer.
The Payment Date is Monday, 30 May 2022, and in accordance with regulation 102(12) of the
Takeover Regulations, the latest Payment Date is Monday, 6 June 2022.
5. Raubex Responsibility Statement
The Raubex board of directors accepts responsibility for the information contained in this
announcement insofar as it relates to Raubex. To the best of its knowledge and belief, such
information contained herein is true and nothing has been omitted which is likely to affect the
importance of such information.
6. Independent Board Responsibility Statement
The Independent Board accepts responsibility for the information contained in this announcement
insofar as it relates to Bauba. To the best of its knowledge and belief, such information contained
herein is true and nothing has been omitted which is likely to affect the importance of such
information.
Johannesburg
13 May 2022
Sponsor to Bauba Legal advisor to Bauba
Merchantec Capital Webber Wentzel
Financial advisor and sponsor to Raubex Legal advisor to Raubex
Investec DLA Piper
Date: 13-05-2022 09:00:00
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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