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TRANS HEX GROUP LIMITED - Update regarding West Coast Resources, the offer to shareholders and proposed delisting

Release Date: 23/10/2019 13:48
Code(s): TSX     PDF:  
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Update regarding West Coast Resources, the offer to shareholders and proposed delisting

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”)

UPDATE REGARDING WEST COAST RESOURCES, THE OFFER TO SHAREHOLDERS AND
PROPOSED DELISTING

Shareholders of Trans Hex (“Shareholders”) are referred to:

-   the announcements released on SENS on 30 September 2019 and 2 October 2019
    (“Announcements”) as well as the circular to Shareholders dated 30 September 2019
    (“Circular”), regarding 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”), to acquire all of the issued share capital of the Company not held
    by the Consortium and excluding treasury shares, by way of two separate but concurrent offers
    comprising a scheme of arrangement and a general offer and the subsequent proposed delisting
    of the Company (“Transaction”); and

-   the announcement released on SENS on 18 October 2019, wherein Shareholders were advised
    that the major shareholder of West Coast Resources Proprietary Limited (“WCR”), together with
    another subsidiary of Trans Hex, Trans Hex Operations Proprietary Limited, lodged an application
    to the High Court (Western Cape Division) for WCR to be placed into provisional liquidation
    (“Liquidation Application” or “Liquidation Proceedings”).

Shareholders are hereby advised that the Company will not oppose the Liquidation Application and
that the general meeting to consider and, if deemed fit, to pass the resolutions relating to the
Transaction, will still be convened on Tuesday, 29 October 2019, as indicated in the Announcements
and Circular.

Furthermore, Shareholders are advised that the report of the independent expert, as detailed in
annexure 1 of the Circular (“Report”), includes, inter alia, a valuation of the Group in a scenario where
WCR is placed under business rescue. Notwithstanding the fact that the Report refers to a business
rescue scenario, the independent expert has confirmed that their opinion of fairness and
reasonableness as set out in the Report is also applicable in the current scenario relating to the
Liquidation Proceedings.

Shareholders will be updated of any further developments pertaining to the Liquidation Application
and the Transaction in due course.

Cape Town
23 October 2019

Sponsor
One Capital

Corporate Advisor and Transaction Sponsor to Trans Hex
Questco Proprietary Limited

Independent Expert
Merchantec Capital

Date: 23/10/2019 01:48:00
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