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HOWDEN AFRICA HOLDINGS LIMITED - Results Of General Meeting, Update Regarding The Transaction And Extension Of Scheme Conditions And General Offer

Release Date: 12/12/2018 17:08
Code(s): HWN     PDF:  
 
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Results Of General Meeting, Update Regarding The Transaction And Extension Of Scheme Conditions And General Offer

Howden Africa Holdings Limited                                    Howden Group South Africa Limited
(Incorporated in the Republic of South Africa)                    (Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)                              (Registration number 1952/000321/06)
JSE code: HWN ISIN: ZAE000010583
(“HAHL” or “the Company”)                                         (“HGSAL”)

RESULTS OF GENERAL MEETING, UPDATE REGARDING THE TRANSACTION AND EXTENSION OF SCHEME
CONDITIONS AND GENERAL OFFER CONDITIONS FULFILMENT DATES

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the circular to Shareholders, dated Tuesday, 13 November 2018 (“Circular”).

1. INTRODUCTION

   Shareholders are referred to the Circular in terms of which Shareholders were advised of the terms and conditions
   of the offer to acquire all or a portion of the issued ordinary shares in HAHL, other than the shares held by HGSAL
   and JH&G, by the Company via a scheme of arrangement and by HGSAL via a conditional general offer.

   In addition, Shareholders were advised of the proposed delisting of HAHL from the Main Board of the securities
   exchange operated by the JSE on the occurrence of the Scheme becoming operative or the Delisting Resolution
   being approved by the requisite majority of Eligible Shareholders at the General Meeting and the General Offer
   becoming wholly unconditional and being implemented. `

2. RESULTS OF VOTING AT THE GENERAL MEETING

   Shareholders are advised that at the General Meeting held on Wednesday, 12 December 2018:
       .   The Scheme Resolution was adopted by the requisite majority of Shareholders; and
       .   The Delisting Resolution was adopted by the requisite majority of Shareholders.

   The statistics of the General Meeting are as follows:
       .    Total number of HAHL Shares in issue that could have been voted at the General Meeting: 29 320 366;
            and
       .    Total number of HAHL Shares present in person or represented by proxy at the General Meeting:
            23 063 453, constituting 78.66% of the HAHL Shares in issue that could have been voted.

                                                                                   For                  Against          Abstained
                                      Number       of   Percentage of     Shares           %       Shares       %      Shares    %
                                      shares voted      shares voted
            Special Resolution        23 063 453        78.66%          19 382 100       84.04%   3 681 353   15.96%   -       -
            Scheme Resolution in
            accordance with
            sections 48(8)(a),
            48(8)(b), 114(1)(e) and
            115(2)(a) of the
            Companies Act
            Ordinary Resolution       23 063 453        78.66%          19 382 100       84.04%   3 681 353   15.96%   -       -
            Approval for the
            Delisting in terms of
            paragraphs 1.15(a) and
            1.16 of the Listings
            Requirements
3. UPDATE REGARDING THE TRANSACTION AND EXTENSION OF THE SCHEME CONDITIONS AND
   GENERAL OFFER CONDITIONS FULFILMENT DATES

  Although the Scheme Resolution was approved at the General Meeting as detailed above, implementation of the
  Scheme remains subject to the fulfilment or waiver of the remaining Scheme Conditions as set out in the Circular
  (“Remaining Scheme Conditions”). The Company has received objection notices in terms of section 164(3) of
  the Companies Act as regards the Scheme. In the event that the Scheme becomes operative, the General Offer
  will lapse

  For purposes of the Scheme, to facilitate the Company obtaining all regulatory approvals, consents or waivers
  timeously during the December 2018 / January 2019 holiday period, the Board and Independent Board have
  extended the date for fulfilment or waiver of the Remaining Scheme Conditions from 17h00 (South African time)
  on Monday, 31 December 2018 to 17h00 (South African time) on Friday, 18 January 2019.

  If the Scheme does not become operative and the General Offer becomes wholly unconditional, the General Offer
  will be implemented and the Company will be delisted. For the avoidance of doubt, the General Offer remains
  open for acceptance.

  For purposes of the General Offer, the Delisting Resolution was approved at the General Meeting as detailed
  above but implementation of the General Offer remains subject to the fulfilment or waiver of the remaining
  General Offer Conditions.

  Shareholders are reminded that the General Offer is subject to Eligible Shareholders accepting the General Offer
  in respect of so many General Offer Shares as will result in HGSAL acquiring more than 50% of the General Offer
  Shares ("the Threshold General Offer Condition"), unless HGSAL waives the Threshold General Offer
  Condition, as well as the regulatory approvals referred to in paragraph 13.1.4 of the Circular (collectively, "the
  Remaining General Offer Conditions").

  HGSAL and HAHL have agreed to extend the date for fulfilment or waiver of the Remaining General Offer
  Conditions from 17h00 (South African time) on Wednesday, 2 January 2019 to 17h00 (South African time) on
  Thursday,31 January 2019 (“General Offer Fulfilment Date”).

  In order to satisfy the Remaining General Offer Conditions prior to the General Offer Fulfilment Date,
  Eligible Shareholders are encouraged to accept the General Offer following the release of this
  announcement. For the avoidance of doubt, Eligible Shareholders who have already accepted the General Offer
  need not take any further action.

  In the event the General Offer is implemented Eligible Shareholders who have not accepted the General Offer will
  remain as Shareholders in HAHL in the unlisted company, with the tradability of their HAHL Shares being limited.

  A further announcement in respect of the Transaction will be published wherein Shareholders will be provided
  with an update on the remaining Scheme Conditions, Remaining General Offer Conditions and the salient dates
  and times as set out in the Circular.

4. THE INDEPENDENT BOARD AND BOARD RESPONSIBILITY STATEMENT

  The Board and the Independent Board (to the extent the information relates to HAHL), collectively and
  individually, accept responsibility for the information contained in this announcement and confirm that, to the best
  of each member’s respective knowledge and belief, the information contained in this announcement is true and
  does not omit anything likely to affect the importance of such information.
5. HGSAL RESPONSIBILITY STATEMENT

   HGSAL (to the extent the information relates to HGSAL), accepts responsibility for the information contained in
   this announcement and confirms that, to the best of its knowledge and belief, the information contained in this
   announcement is true and does not omit anything likely to affect the importance of such information.



 Johannesburg

 12 December 2018



 Corporate Advisor: Deloitte Capital Proprietary Limited

 Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

 Legal Advisor: Webber Wentzel

 Funder: The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division)

Date: 12/12/2018 05:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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