JSE Sens

NIVEUS INVESTMENTS LIMITED - NIV : Extension of date for fulfilment of conditions precedent to the scheme and general offer

2020/01/14 17:10:14

Stock report
                    
NIV : Extension of date for fulfilment of conditions precedent to the scheme and general offer: 
NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/005744/06)
(JSE share code: NIV ISIN: ZAE000169553)
('Niveus' or the 'Company')

EXTENSION OF DATE FOR FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME AND GENERAL OFFER

Unless otherwise defined, all capitalised terms have the same meanings as defined in the Circular.

Niveus Shareholders are referred to the circular ('Circular') containing details of the offer by HCI Niveus Holdco 1 Proprietary
Limited ('HCI Offerco') to acquire all of the ordinary shares of no par value in the share capital of Niveus, other than those held
by the Excluded Shareholders, by way of a single offer comprising:

*      the Scheme, as contemplated in section 114 of the Companies Act; and

*      if the Scheme is proposed, but fails to be implemented in accordance with its terms, the General Offer as contemplated in
       section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements.

Shareholders are further referred to the joint announcement released on SENS dated 4 December 2019 in terms of which Niveus
Shareholders were advised that the Resolutions were approved by the following majorities of Niveus Shareholders:

*      Special Resolution No 1 (approving the Scheme) by a majority of 91.02 % of the total number of Niveus Shares voted;

*      Ordinary Resolution No 1 (granting the Directors authority to do all things required to implement Special Resolution No 1
       and Ordinary Resolution No 2) by a majority of 96.51% of the total number of Niveus Shares voted; and

*      Ordinary Resolution No 2 (approving the Delisting) by a majority of 92.25% of the total number of Niveus Shares voted.

The Scheme remains subject to the fulfilment or waiver, as the case may be, of the following Scheme Conditions Precedent set
out in the Circular:

*      the JSE approving the Delisting pursuant to the implementation of the Scheme, in accordance with paragraph 1.14 of section
       1 of the Listings Requirements;

*      if any person who voted against the Scheme Special Resolution applies to court for a review of the Scheme in terms of
       section 115(3)(b) and section 115(6) of the Companies Act, either leave to apply to the Court for any such review is refused,
       or if leave is so granted the Court refuses to set aside the Scheme Special Resolution;

*      the TRP having issued a compliance certificate in respect of the Scheme in terms of section 119(4)(b) of the Companies
       Act; and

*      HCI Offerco having provided written notice to Niveus, confirming that it is satisfied that no material adverse event (as defined
       in the Implementation Agreement) has occurred.

Niveus Shareholders are advised that an application has been instituted by three applicants for leave to apply to Court to have
the Resolutions reviewed in accordance with section 115(3)(b) and section 115(6) of the Companies Act ('Section 115(3)(b)
Application'). Both Niveus and HCI Offerco are cited as respondents in the Section 115(3)(b) Application.

Niveus has filed its notice of intention to oppose the Section 115(3)(b) Application, as following the receipt of legal advice, it
believes that the Section 115(3)(b) Application is without any merit.

As a result of the pending Section 115(3)(b) Application, the abovementioned outstanding Scheme Conditions Precedent will not
be fulfilled or waived before the Scheme Longstop Date (being 15 January 2020) and accordingly, the anticipated Scheme
Implementation Date of 27 January 2020 will not be achieved. Niveus and HCI Offerco have therefore agreed to extend the date
for fulfilment or waiver, if applicable, of the Scheme Conditions Precedent, from 15 January 2020 to 31 March 2020 (or such other
date as the parties thereto may agree).

Niveus Shareholders are further advised that, in light of the fact that the General Offer can only be implemented upon the failure
of the Scheme, Niveus and HCI Offerco have agreed to extend the date for fulfilment or waiver, if applicable, of all the General
Offer Conditions Precedent from 14 February 2020 to 30 April 2020 (or such other date as the parties thereto may agree).

A further announcement will be released on SENS notifying Niveus Shareholders once (i) the aforementioned Scheme Conditions
Precedent have been fulfilled or waived; or (ii) the Scheme has failed. Such announcement will, to the extent necessary, provide
Niveus Shareholders with the updated salient dates and times pertaining to the implementation of the Scheme or the General
Offer, as the case may be.

The board of Niveus ('Niveus Board') and the independent board of Niveus established to consider the Scheme and the General
Offer ('Independent Board') accept responsibility for the information contained in this announcement to the extent that it relates
to it. To the best of the knowledge and belief of the Niveus Board and the Independent Board, the information contained in this
announcement pertaining to the Company is true and nothing has been omitted that is likely to affect the import of the information.

Cape Town
14 January 2020

Sponsor to Niveus
Investec Bank Limited

Legal adviser to Niveus
Edward Nathan Sonnenbergs Incorporated

Date: 14-01-2020 05:10:00
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