Update on the category 2 transaction announcement: Divestment from NWK Limited ("NWK") by Grindrod
(Incorporated in the Republic of South Africa)
(Registration number 1966/009846/06)
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE 000071106
(“Grindrod” or “the Company”)
UPDATE ON THE CATEGORY 2 TRANSACTION ANNOUNCEMENT: DIVESTMENT
FROM NWK LIMITED (“NWK”) BY GRINDROD
Shareholders are referred to the announcement released on SENS on 2 September 2019
(“the Announcement”) relating to the divestment from NWK by Grindrod, through its wholly
owned subsidiary Grindrod Trading Holdings Proprietary Limited. In terms of the Sale of Share
agreement (“Agreement”), Grindrod will dispose of its investment in NWK for an aggregate
disposal consideration of R204 072 848 (two hundred and four million seventy-two thousand
eight hundred and forty-eight Rand) (the “Sale”).
Shareholders are hereby advised that following the NWK and NWK Holdings Limited
(“NWKH”) shareholder meetings on 9 September 2019, the following Sale Conditions
Precedent have been fulfilled:
1. the requisite number of votes by NWK Shareholders required to have been exercised in
favour of the NWK Sections 44 and 45 Financial Assistance Authority were passed by
the requisite majority votes by NWK ordinary shareholders present in person or
represented by proxy (as set out in clause 3.2.1 of the Announcement);
2. the requisite number of votes by NWKH ordinary shareholders required to have been
exercised in favour of the NWKH Sections 44 and 45 Financial Assistance Authority
were passed by the requisite majority votes by NWKH ordinary shareholders present in
person or represented by proxy as set out in clause 3.2.2 of the Announcement);
3. pursuant to the approval of the NWK Sections 44 and 45 Financial Assistance Authority,
the NWK Board authorised NWK to grant the inter-company loan to NWK Holdings (or
its duly authorised nominee) equal to the value of the Purchase Consideration (plus any
securities transfer tax and/or NWK holdings’ portion of any exchange and/or authorised
user related fees which may become due and payable pursuant to the implementation
of the Sale) ( “the NWK Loan”), which NWK board authorisation included the application
and satisfaction of the solvency and liquidity test in terms of section 4 of the Companies
Act, No. 71 of 2008; (as set out in clause 3.2.3 of the Announcement) and
4. all regulatory approvals required from 4 Africa Exchange Proprietary Limited have been
obtained (as set out in clause 3.2.6 of the Announcement).
The transaction remains subject to the fulfilment of remaining Sale Conditions Precedent,
namely the advance and the utilisation of the loan from NWK Limited to NWK Holdings Limited
(as set out in clauses 3.2.4. and 3.2.5. of the Announcement).
A further announcement will be made in due course in respect of the fulfilment of the remaining
Sale Conditions Precedent as detailed in the Announcement.
10 September 2019
Grindrod Bank Limited
Legal Advisor to Grindrod
Edward Nathan Sonnenbergs Incorporated
Date: 10/09/2019 12:15:00
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