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REX TRUEFORM GROUP LIMITED - Small related party transaction

Release Date: 28/06/2019 17:30
Code(s): RTN RTO RTOP     PDF:  
Wrap Text
Small related party transaction

(Formerly Rex Trueform Clothing Company Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO   ISIN: ZAE000250387
JSE share code: RTN   ISIN: ZAE000250395
JSE share code: RTOP  ISIN: ZAE000250403
("Rex Trueform")


1.    Introduction
      Shareholders are advised that Rex Trueform (together with its operational subsidiaries) and Geomer Managerial
      Services Proprietary Limited ("GMS") have concluded a service level agreement in terms of which GMS will
      provide certain transactional and non-transactional advisory services to Rex Trueform and its operational
      subsidiaries (the "service agreement").

2.    Terms of the service agreement
      In terms of the service agreement, GMS will provide transactional services including, inter alia, merger and
      acquisition advisory services, corporate finance advisory services, due diligence services and restructuring
      advice, for which GMS will charge a success fee based on a sliding scale as a percentage of the aggregate
      consideration payable or received by Rex Trueform or its operational subsidiaries with regard to a transaction 
      or a series of transactions.

      GMS will, in addition, provide certain non-transactional services including strategic advisory services, legal
      advisory services, capital management services and corporate social investment advisory services, for which
      GMS will charge an hourly fee.

      The service agreement will endure until the earlier of either 1 July 2022 or the date on which the total fees paid
      to GMS in terms of the service agreement reach R21 million, at which stage the service agreement will
      terminate automatically.

3.    Small related party transaction
      In terms of section 10 of the JSE Listings Requirements, the signature of the service agreement constitutes a
      small related party transaction, as GMS is an associate of Geomer Investments Proprietary Limited ("Geomer"), which 
      in turn is a material shareholder of African and Overseas Enterprises Limited, the controlling shareholder of Rex 
      Trueform. In addition, the chairman of Rex Trueform, Marcel Golding, is a director of and shareholder in Geomer. PSG 
      Capital Proprietary Limited (“PSG Capital”), an independent expert acceptable to the JSE, has concluded that the terms 
      of the service agreement are fair as far as the shareholders of Rex Trueform are concerned, and a copy of its fairness 
      opinion in this regard has been provided to the JSE. As required in terms of paragraph 10.7(c) of the JSE Listings 
      Requirements, the fairness opinion will lie open for inspection at the registered office of Rex Trueform, 263 Victoria 
      Road, Salt River, Cape Town, for a period of 28 days from the date of this announcement.

28 June 2019

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