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Results Of General Offer Announcement And Notification Of Compulsory Acquisition And Squeeze Out
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 OFFER ANNOUNCEMENT AND NOTIFICATION OF COMPULSORY ACQUISITION AND
SQUEEZE OUT
Shareholders are referred to the finalisation announcement (“Finalisation Announcement”) regarding the
conditional general offer by HGSAL to acquire all or a portion of the issued ordinary shares in HAHL, other than
the shares held by HGSAL and James Howden & Godfrey Overseas Limited (“JH&G”) (“General Offer”), released
on the Stock Exchange News Service operated by the JSE Limited (“JSE”) on Wednesday, 2 January 2019 and
published in the press on Thursday, 3 January 2019.
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”).
The General Offer closed at 12h00 on Friday, 22 February 2019 and the results of the General Offer are as
follows:
. the General Offer was accepted in respect of 29,201,196 General Offer Shares (representing 99.59% of
total General Offer Shares);
. HGSAL has acquired an interest in the securities of the Company pursuant to the General Offer, such
that the total interest in the securities of the Company held by HGSAL has increased to 92.33% of the
total issued shares in the Company; and
. collectively, HGSAL and JH&G hold 99.82% of the total issued shares in the Company following the
implementation of the General Offer.
In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“the Companies Act”) and section
3.83(b) of the JSE Listings Requirements, shareholders are hereby advised that the Company has received formal
notification in the prescribed form that HGSAL has acquired an interest in the securities of the Company pursuant
to the General Offer, such that the total interest in the securities of the Company held by HGSAL has increased
to 92.33% of the total issued shares in the Company.
As required in terms of section 122(3)(a) of the Companies Act, the Company has filed the required notices with
the Takeover Regulation Panel.
As a result of the General Offer being accepted by more than 90% of the General Offer Shares, Shareholders are
advised in accordance with section 124(1)(a) of the Companies Act that HGSAL desires to acquire all the
remaining General Offer Shares on the same terms as the General Offer (“section 124 Acquisition”).
Shareholders will receive written notification providing further details of the section 124 Acquisition.
As set out in the Finalisation Announcement, Shareholders are further advised that the listing of the Shares on
the JSE will be terminated at commencement of trade on the JSE on Tuesday, 26 February 2019.
Johannesburg
25 February 2019
Corporate Advisor: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor: Webber Wentzel
Date: 25/02/2019 04:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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