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Regulators give green mild to Tongaat – unanswered questions stay

South African regulatory body, the Takeover Regulation Panel, has permitted a quiz to waiver Tongaat’s underwriters’ – Magister Investments – must create a buyout provide of the firm. The firm has agreed to underwrite R2bn of the R4bn rights subject, that will presumably seemingly gaze the funding firm deem control of the commercial. Laws requires that if a firm’s shareholder in a commercial is over a 35% threshold, a wanted buyout provide must apply. There are, on the change hand, reasonably a pair of unanswered questions referring to Magister Investments; the firm has very small history and is owned by affluent Zimbabweans, the Rudland family. Tongaat’s market capitalisation is a shade beneath R700m and this would presumably also be raising as much as R4bn after shareholders authorised the rights subject in the raze week’s out of the ordinary long-established meeting. Present shareholders will must dig deep into their pockets to preserve their skilled rata shareholders. If shareholders establish now to no longer apply their rights, Tongaat analyst and whistle-blower David Woollam believes they’ll be diluted by as grand as 90%. This is over and above a fraction label that is down 95% in the closing three years. A tragic subject. – Justin Rowe-Roberts

Takeover Regulation Panel (“TRP”) ruling on the waiver of the requirement to create a wanted provide

Tongaat media assertion:

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

– spherical dispensed to them on 15 December 2021 (the “Circular”) seeking THL Shareholder approval of the resolutions required to enforce a proposed equity capital raise by formula of a rights provide (the “Rights Provide”) and the transaction recorded in an underwriting, subscription and relationship agreement entered into with Magister Investments Miniature (“Magister”); and

– results of long-established meeting announcement launched on SENS on 18 January 2022 (the “Results of Frequent Assembly Announcement”).

The Results of Frequent Assembly Announcement told THL Shareholders that the resolution contemplated in guidelines 86(4) of the Companies Laws, 2011 touching on the waiver of THL Shareholders’ entitlement to a wanted provide from Magister, and Magister Associated Parties, Magister Interrelated Parties, other Individuals of the Magister Neighborhood and Magister Concert Parties (all as defined in the Circular) change into once authorised by the requisite majority of neutral holders of THL shares (“Waiver of Important Provide Resolution”).

Following THL Shareholder approval of the Waiver of Important Provide Resolution, an utility change into once made to the TRP for an exemption from the duty to create a wanted provide to the THL Shareholders (“TRP Waiver Ruling”).

Shareholders are told that the TRP has granted the TRP Waiver Ruling. The reasons for granting the TRP Waiver Ruling will be found from THL on quiz by any THL Shareholder ([email protected]).

THL Shareholders are also told that they also can quiz the Takeover Particular Committee to search out out referring to the TRP Waiver Ruling. This type of quiz must be made in writing, specify the explanations for the quiz and be addressed to “The Govt Director, Takeover Regulation Panel” at any of the addresses specified beneath; provided that the quiz must reach the TRP interior 5 commercial days of publication of this announcement (i.e. by no later than Monday, 31 January 2022):

The TRP Waiver Ruling proceedings will seemingly be belief of as full after the expiry of the aforementioned 5 commercial day period if no THL Shareholder requests the Takeover Particular Committee to search out out referring to the TRP Waiver Ruling.

THL accountability assertion

The administrators of THL collectively and in my thought accept paunchy accountability for the accuracy of the guidelines contained on this announcement, and verify that, to the greater of their recordsdata and perception, there usually are no longer any info which were omitted which would create any assertion on this announcement faux or deceptive, and that every and every life like enquiries to establish such info were made.

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