Sharenet Sites 
Sharenet Sites
Potential delisting of eXtract shares and general offer
EXTRACT GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011672/06)
JSE share code: EXG ISIN: ZAE000246013
("eXtract" or "the Company")
POTENTIAL DELISTING OF EXTRACT SHARES AND GENERAL OFFER
1. Introduction
Shareholders are referred to the cautionary announcement released on SENS on 31 August 2018 wherein
shareholders were advised that the board of directors of eXtract (the "Board") was investigating the delisting of
the Company's shares from the JSE on the basis that the delisting would be accompanied by a cash offer that
would be made by a third-party offeror to eXtract shareholders to allow any shareholder that could not or did
not want to continue to hold eXtract shares in an unlisted structure an ability to exit its investment for a fair
consideration.
Shareholders are advised that the Board has resolved that, subject to securing the requisite approval from its
shareholders in general meeting and the JSE approving the Company's delisting application, it would be in the
best interests of the Company to seek a delisting of the Company's shares from the JSE ("the delisting").
In compliance with the JSE Listings Requirement that the delisting must be accompanied by an offer (that must
be fair) to be made to holders of all the Company's listed securities, the Company has procured a commitment
from Inhlanhla Trust Investments Proprietary Limited ("Inhlanhla" or the "offeror"), an associate of David
Brouze, in terms of which, subject to the delisting being approved, the offeror will make a general offer to
acquire all eXtract shares from any shareholder who, post the approval of the delisting, either cannot or does not
wish to continue to hold eXtract shares in an unlisted structure (the "general offer" or "the offer"). The offer
will be made in compliance with the relevant provisions of Chapter 5 of the Companies Act, 2008 (the
"Companies Act") and the Companies Act Regulations promulgated thereunder (the "Takeover Regulations").
The delisting and the general offer will be implemented on the basis that shareholders are afforded an
opportunity to either monetise their investment in eXtract at a fair price or to continue to hold shares in eXtract
in an unlisted environment. Save to the extent that the general offer is accepted by at least 90% of offerees
(which will entitle the offeror to invoke the squeeze-out provisions contemplated in section 124 of the
Companies Act and thereby acquire all eXtract shares not already owned by the offeror and its associates) all
shareholders will be entitled to elect to remain invested in eXtract and any shareholder who does not wish to
accept the general offer may retain its shareholding in eXtract post the delisting.
2. The delisting
An application will be made to the JSE for the removal of the Company's shares from the list maintained by the
JSE subject to:
- the delisting being approved of by more than 50% of the votes of all shareholders present or represented
by proxy at a general meeting, excluding any controlling shareholder, its associates and any party acting
in concert, and any other party which the JSE deems appropriate, being cast in favour of such delisting
resolution;
- the offer to accompany the delisting being verified by an independent expert acceptable to the JSE as
being fair.
3. Terms and conditions of the general offer
The material terms of the offer to be made by the offeror to all eXtract shareholders are as follows:
3.1. Offer consideration
The offer will be made for a cash consideration of R6.00 per eXtract share payable against delivery of
registered and beneficial ownership of the relevant shares into the offeror's name (the "offer
consideration").
3.2. Conditions precedent to the general offer
The offer will be made subject to the following conditions precedent:
- that an independent expert appointed by eXtract and that is acceptable to the JSE advises the Board
that the offer consideration is fair;
- the delisting is approved by eXtract shareholders in terms of the JSE Listings Requirements;
- to the extent necessary, the securing of any approval required by the Competition Authorities in
terms of the Competition Act, No. 89 of 1998, as amended; and
- prior to eXtract shareholders approving the delisting there should not have arisen or occurred any
material adverse event which could reasonably be expected to be adverse with regard to the
operations/continued existence of the business, assets or liabilities of eXtract.
3.3. Appointment of independent board and an independent expert
An independent sub-committee of the board of directors of eXtract, comprising at least 3 directors of
eXtract, will be formed for the purposes of considering the offer in accordance with the requirements of
the Takeover Regulations.
The independent board committee will appoint an independent expert in accordance with the
requirements of the Takeover Regulations (and the JSE Listings Requirements) to advise the Board and
report to the Board on the offer by way of a fair and reasonable opinion. The independent expert's full
report will be included in the circular issued to eXtract shareholders.
3.4. Ability to proceed with the general offer
The offeror has confirmed to the Board that the offeror has sufficient funds to fully satisfy the cash offer
commitment. The offeror has delivered an irrevocable unconditional confirmation in accordance with
Regulations 111(4) and 111(5) of the Takeover Regulations from Tuffias Sandberg that sufficient funds
are available to satisfying the cash offer commitment.
4. Shareholdings in eXtract of the offeror, persons related to the offeror and/or persons acting in concert
with the offeror
The offeror has disclosed the following shareholdings in eXtract held by the offeror, persons related to the
offeror and/or persons acting in concert with the offeror:
Shareholder Number of shares % of issued shares
Inhlanhla 4 315 021 20.25
DS Brouze 448 835 2.11
K2015295667 (SA) Proprietary Limited 31 447 0.15
JJ Brouze 2 431 0.01
N Brouze 2 431 0.01
Total 4 800 165 22.53
5. Irrevocable undertakings to vote in favour of the delisting
eXtract has received an irrevocable undertaking to vote in favour of the delisting from Sentio Capital
Management Proprietary Limited in respect of 998 310 eXtract shares (representing 4.68% of all issued shares
and 6.05% of issued shares excluding the offeror).
In addition, eXtract has received irrevocable undertakings to vote in favour of the delisting and not accept the
general offer from the following eXtract shareholders / asset managers:
Number of shares % of issued % of issued
shares shares
(excluding the
offeror)
Samvenice Trading Proprietary Limited 1 367 895 6.42 8.29
Sweet Valley Enterprises Corporation Limited 2 264 924 10.63 13.72
Ellerine Group Proprietary Limited 582 470 2.73 3.53
Prodiam Trading CC 1 075 364 5.05 6.51
Total 5 290 653 23.47 30.30
6. Responsibility statements
The offeror and, to the extent that the information relates directly to eXtract, the independent board of directors
of eXtract:
- accepts responsibility for the information contained in this announcement;
- confirms that to the best of its knowledge and belief, the information contained in this announcement is
true and correct; and
- confirms that this announcement does not omit anything likely to affect the importance of the
information contained in it.
7. Circular posting date
A circular detailing the delisting and including a combined offer circular (containing full details in respect of
the offer and incorporating the eXtract board's view of the offer and the offer consideration) is in the process of
being prepared. The circular will be posted to eXtract shareholders within 20 business days of the date of this
announcement.
Shareholders will be advised of the posting of the circular and the opening date of the offer by means of a SENS
announcement.
The offer will remain open for acceptance for at least 30 business days after the opening date of the offer.
8. Withdrawal of cautionary
eXtract shareholders are advised that caution is no longer required to be exercised in their dealings in eXtract
shares.
18 October 2018
Corporate advisor and sponsor
Java Capital
Date: 18/10/2018 02:28:00 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.
