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TRANS HEX GROUP LIMITED - Renewal of cautionary announcements in relation to the Proposed Offer and Delisting and the Potential Disposal

Release Date: 19/08/2019 17:00
Code(s): TSX     PDF:  
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Renewal of cautionary announcements in relation to the Proposed Offer and Delisting and the Potential Disposal

TRANS HEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(“Trans Hex” or the “Company” or the “Group”)

RENEWAL OF CAUTIONARY ANNOUNCEMENTS IN RELATION TO THE PROPOSED OFFER
AND DELISTING AND THE POTENTIAL DISPOSAL

NOT CONSTITUTING A FIRM INTENTION ANNOUNCEMENT

1.   PROPOSED OFFER AND DELISTING

Trans Hex shareholders (“Shareholders”) are referred to the cautionary announcement released on
SENS on Friday, 5 July 2019 wherein Shareholders were advised that the board of directors of Trans
Hex (the “Board”) is considering a transaction in terms of which the Company may make an offer to all
Shareholders, other than Cream Magenta 140 Proprietary Limited, Metcap 14 Proprietary Limited and
RAC Investment Holdings Proprietary Limited (collectively, the “Consortium”) and subsidiaries of the
Company, to repurchase the issued share capital held by them for an indicative offer consideration of
R1.00 per share (“Offer Price”), followed by a delisting of the Company from the JSE (the “Proposed
Offer and Delisting Transaction”).

The Proposed Offer and Delisting Transaction will enable the Company to function in an unlisted
environment, thereby enabling it to save on the costs of operating in a regulated environment,
particularly as the Board believes that the listing provides little benefit to the Company at this stage of
its operating cycle.

Shareholders, other than the Consortium, will be afforded an opportunity to realise their investment in
Trans Hex at an attractive premium to the share price, as the Offer Price represents a premium of 108%
to the 30-day volume weighted average price on the date preceding the first cautionary announcement
dated Friday, 5 July 2019, of R0,48 per share.

2.   POTENTIAL DISPOSAL

Shareholders are referred to the cautionary announcement released on SENS on Friday, 10 May 2019
and the renewals thereof on Tuesday, 21 May 2019 and Wednesday, 3 July 2019, advising
Shareholders that the Group has entered into negotiations regarding the potential disposal of the shares
held by Trans Hex Diamante Beperk, a subsidiary of Trans Hex, in the issued share capital of West
Coast Resources Proprietary Limited (“Potential Disposal”), which if successfully concluded may have
a material effect on the price of the Company’s securities.

3.   RENEWAL OF CAUTIONARY ANNOUNCEMENTS

As negotiations are still ongoing, Shareholders are advised to continue to exercise caution when dealing
in the Company’s securities until a detailed firm intention announcement in respect of the Proposed
Offer and Delisting Transaction is published and a detailed terms announcement in respect of the
Potential Disposal is published, respectively, or until either or both of these cautionary announcements
are otherwise withdrawn.

4.   BOARD RESPONSIBILITY

The Board accepts responsibility for the information contained in this announcement. To the best of its
knowledge and belief, the information contained in this announcement is true and nothing has been
omitted which is likely to affect the importance of the information included.

Cape Town
19 August 2019

Corporate Advisor and Transaction Sponsor to Trans Hex in relation to the Proposed Offer and
Delisting Transaction
Questco Proprietary Limited


Sponsor to Trans Hex
One Capital

Date: 19/08/2019 05:00:00
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