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HOWDEN AFRICA HOLDINGS LIMITED - Finalisation Announcement And Update Regarding The Transaction, General Offer Wholly Unconditional

Release Date: 02/01/2019 10:45
Code(s): HWN     PDF:  
 
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Finalisation Announcement And Update Regarding The Transaction, General Offer Wholly Unconditional

 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”)

FINALISATION ANNOUNCEMENT AND UPDATE REGARDING THE TRANSACTION, GENERAL OFFER
WHOLLY UNCONDITIONAL AND UPDATED SALIENT DATES AND TIMES

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 Firm Intention Announcement in terms of which Shareholders were advised of the
   firm intention to make an 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.

   Shareholders are further referred to the results of General Meeting announcement released on SENS by HAHL and
   HGSAL on Wednesday, 12 December 2018 and published in the press on Friday, 14 December 2018.

2. Update regarding the Scheme

   It is recorded that at the General Meeting 15,86% of the Shareholders present and voting, voted against the Scheme
   Resolution, entitling any Shareholder who voted against the Scheme Resolution, to require the Company, in terms
   of section 115(3)(a) of the Companies Act, to seek the Court's approval for the Scheme.

   Amongst others, Standard Bank Nominees (RF) Proprietary Limited, JR Nominees Proprietary Limited and Invesco
   Canadian Small Companies Fund (the three shareholders collectively referred to as the "Dissenting Shareholders")
   voted against the Scheme Resolution on 12 December 2018 and on 20 December 2018 the Dissenting
   Shareholders exercised the right, under section 115(3)(a) of the Companies Act, by delivering notices to the
   Company, requiring that the Company seeks the Court's approval for the Scheme ("Section 115 Notices").

   As a result, the Company must, in terms of section 115(5) of the Companies Act,-
       .    seek the Court's approval for the Scheme within 10 Business Days from the date of the passing of the
            Scheme Resolution, i.e. by 31 December 2018; or
       .    treat the Scheme Resolution as a nullity.

   The Board and Independent Board is of the view that none of the circumstances in section 115(7) of the Companies
   Act, under which the Court could set aside the Scheme Resolution, are present.

   However, given the potential protracted nature of an opposed Court application and the resultant time delays in
   making payment to shareholders, either under the Scheme or General Offer, should the Company seek the Court's
   approval of the Scheme, the Independent Board and the Board each resolved that it is in the best interest of the
   Company and the Company's Shareholders as a whole, to treat the Scheme Resolution as a nullity and proceed
   with the General Offer, subject to the fulfilment or waiver of the General Offer Conditions.
   Shareholders are therefore advised that all of the Scheme Conditions have not been fulfilled and as a result the
   Scheme will not be implemented.

3. Update regarding the General Offer

   Shareholders are further advised that the General Offer Condition relating 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 has been waived by HGSAL and the TRP has issued a compliance certificate in terms of
   section 121(b)(i) of the Companies Act in respect of the General Offer. Accordingly, the General Offer has today
   become wholly unconditional and the General Offer and Delisting will be implemented in accordance with the salient
   dates and times set out below.

   Eligible Shareholders who do not accept the General Offer will remain as Shareholders in HAHL in the unlisted
   company, with the tradability of their HAHL Shares being limited.



                                                                                                                2019

    Finalisation announcement published on SENS on                                           Wednesday, 2 January

    Date of lodging an application for the termination of listing of the Shares on the
    JSE on                                                                                   Wednesday, 2 January

    Finalisation announcement published in the South African press on                           Thursday, 3 January

    First date on which the General Offer Consideration is to be sent by EFT or by
    cheque to General Offer Participants who are Certificated Shareholders who
    have lodged their Form of Acceptance and Transfer with the Transfer
    Secretaries on or prior to the General Offer being declared wholly unconditional
    on                                                                                         Thursday, 10 January

    First date on which Dematerialised General Offer Participants are to have their
    accounts with their broker or CSDP credited with the General Offer
    Consideration on                                                                           Thursday, 10 January

    Last day to trade to take up the General Offer on                                         Tuesday, 19 February

    Date on which the Shares trade “ex” the right to participate in the General Offer
    on                                                                                     Wednesday, 20 February

    Date of the suspension of the listing of the Shares on the JSE at the
    commencement of trade on                                                               Wednesday, 20 February

    General Offer record date on                                                                 Friday, 22 February

    Date on which General Offer closes at 12h00 on                                               Friday, 22 February

    Last date on which the General Offer Consideration is to be sent by EFT or by
    cheque to General Offer Participants who are Certificated Shareholders who
    have lodged their Form of Acceptance and Transfer with the Transfer
    Secretaries on or prior to the last day to trade to take up the General Offer on           Monday, 25 February

    Last date on which Dematerialised General Offer Participants are to have their
    accounts with their broker or CSDP credited with the General Offer
    Consideration on                                                                           Monday, 25 February

    Termination of the listing of the Shares at commencement of trade on the JSE
    on                                                                                        Tuesday, 26 February
    Notes:

    1. The above dates and times may be amended by HAHL and HGSAL in respect of the General Offer (subject
       to the approval of the JSE, TRP and/or the Funder, if required). Any change in the dates and times will be
       published on SENS.
    2. All dates and times quoted are South African dates and times.
    3. Shareholders should note that as transactions in the Shares are settled in the electronic settlement system
       used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
       Shareholders who acquire the Shares after close of trade on Tuesday, 19 February 2019, will not be eligible
       to participate in the General Offer.
    4. For the purpose of being eligible to participate in the General Offer, no dematerialisation or rematerialisation
       of the Shares may take place after Tuesday, 19 February 2019.
    5. The date of payment of the General Offer Consideration will take place within six Business Days of the later
       of the General Offer being declared wholly unconditional and acceptance of the General Offer by the General
       Offer Participant.

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

 2 January 2019



 Corporate Advisor: Deloitte Capital Proprietary Limited

 Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

 Legal Advisor: Webber Wentzel

Date: 02/01/2019 10:45:00 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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