ASSORE LIMITED - Finalisation Announcement In Respect Of The Scheme And Delisting Of Assore

Finalisation Announcement In Respect Of The Scheme And Delisting Of Assore

     ASSORE LIMITED
     (Incorporated in the Republic of South Africa)
     (Registration number: 1950/037394/06)
     JSE share code: ASR
     ISIN: ZAE000146932
     (“Assore”)

Finalisation Announcement In Respect Of The Scheme And Delisting Of Assore

Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the circular issued to Shareholders on Monday,
16 March 2020, in relation to the Transaction (“Offer Circular”).

1.      INTRODUCTION

        Shareholders are referred to the Firm Intention Announcement relating to the Transaction, dated
        Monday, 9 March 2020, the announcement confirming the issue of the Offer Circular to
        Shareholders, dated Monday, 16 March 2020, and the announcement setting out the results of
        the General Meeting, dated Thursday, 16 April 2020.

2.      FULFILMENT OF OUTSTANDING SCHEME CONDITIONS PRECEDENT AND
        IMPLEMENTATION OF THE SCHEME

        The Board is pleased to announce that all outstanding Scheme Conditions Precedent have now
        been fulfilled and the Scheme has become unconditional. Assore will accordingly proceed with
        the implementation of the Scheme, and, as a result, the General Offer will lapse.

3.      SALIENT DATES AND TIMES

        The remaining salient dates and times in relation to the Scheme and the anticipated Delisting are
        as follows:

           Finalisation announcement published in the South African Press
                                                                                         Friday, 8 May
           expected to be on or about

           Expected last day to trade, being the last day to trade Shares on the
           JSE in order to participate in the Scheme (“Scheme Last Day to             Tuesday, 19 May
           Trade”)

           Expected suspension of listing of Shares on the JSE at the
                                                                                   Wednesday, 20 May
           commencement of trade on

           Expected “Scheme Consideration Record Date”, being the date on
           which Scheme Participants must be recorded in the Register to                Friday, 22 May
           receive the Scheme Consideration, by close of trade on

           Expected “Operative Date” on or about                                      Monday, 25 May

           Scheme Consideration expected to be sent by EFT or by cheque to
           Scheme Participants who are and who have lodged their Form of
           Surrender and Transfer (blue) with the Transfer Secretaries on or          Monday, 25 May
           prior to 12:00 on the Scheme Consideration Record Date, on or
           about4
           
Dematerialised Scheme Participants expected to have their
           accounts (held at their CSDP or Broker) credited with the Scheme                   Monday, 25 May
           Consideration on or about5

           Expected date for termination of the listing of Shares in terms of the
                                                                                             Tuesday, 26 May
           Scheme at the commencement of trade on the JSE

      Notes:

      1.       All of the above dates and times are subject to change, with the approval of the JSE and TRP, if
               required. Any change will be released on SENS and published in the South African press.
      2.       Provided that Shareholders acquire the Shares on or prior to the Scheme Last Day to Trade
               (expected to be Tuesday, 19 May 2020), Shareholders will be eligible to participate in the
               Scheme, as the Scheme Consideration Record Date is Friday, 22 May 2020.
      3.       All times given in the Offer Circular are local times in South Africa.
      4.       Scheme Consideration to be paid by EFT or by cheque to Scheme Participants net of dividends
               tax on the gross consideration at a rate of 20%, subject to a reduction in rate or applicable
               exemption in a format as prescribed by the South African Revenue Service (“SARS”) being
               received by Assore prior to 20 May 2020.
      5.       Scheme Consideration to be credited to the account of the Scheme Participant net of dividends
               tax on the gross consideration at a rate of 20%, subject to a reduction in rate or applicable
               exemption in format as prescribed by SARS being received by Assore prior to 20 May 2020.

4.    RESPONSIBILITY STATEMENTS

      The Independent Board and the Board, individually and collectively, accept full responsibility for
      the accuracy of the information contained in this announcement which relates to Assore, the
      Scheme, the General Offer and the Delisting, and certify that, to the best of their knowledge and
      belief, such information is true and this announcement does not omit any facts that would make
      any of the information false or misleading or would be likely to affect the importance of any
      information contained in this announcement. The Independent Board and the Board have made
      all reasonable enquiries to ascertain that no facts have been omitted and this announcement
      contains all information required by law, the Companies Act and the Listings Requirements.

 Johannesburg
 Thursday, 7 May 2020


 FINANCIAL ADVISOR AND SPONSOR TO ASSORE

 The Standard Bank of South Africa Limited

 LEGAL AND TAX ADVISOR TO ASSORE

 Webber Wentzel

 INDEPENDENT EXPERT

 BDO Corporate Finance Proprietary Limited

 TRANSFER SECRETARIES

 Singular Systems Proprietary Limited




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Date: 07-05-2020 08:00:00
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