Small related party transaction
REX TRUEFORM GROUP LIMITED
(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
SMALL RELATED PARTY TRANSACTION
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
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
Date: 28/06/2019 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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