Hosken Consolidated Investments Limited made an offer to acquire an additional 46.87% stake in Niveus Investments Limited for approximately ZAR 130 million.
The implementation of the scheme shall be subject to the JSE and Takeover Regulation Panel (TRP) approving the circular to be posted to Niveus shareholders, the JSE approving the delisting pursuant to the implementation of the scheme, each of the resolutions required to approve the scheme being approved by the requisite majority of votes, no valid demands by Niveus shareholders are received by Niveus or, if any valid demands are received by Niveus, such valid demands are received from Niveus shareholders who, in aggregate, hold less than 1% of the aggregate number of Niveus shares, or such other percentage as Hosken Consolidated Investments and the independent Board may determine by agreement, the independent expert appointed by the independent Board providing a fair and reasonable opinion in relation to the scheme, the reports required under section 114 and a fairness opinion required in terms of paragraph 1.15(d) of Section 1 of the JSE Listings requirements, the TRP having issued a compliance certificate in respect of the scheme and Hosken Consolidated Investments has provided written notice to Niveus, confirming that it is satisfied that no Material Adverse Event has occurred and other conditions. Niveus is required to constitute an independent Board of Directors, comprising a minimum of three independent Directors of Niveus for the purposes of considering the scheme and general offer, including evaluating the terms and conditions, including the delisting and advising Niveus shareholders thereon. The Niveus Board appointed Moretlo Lynette Molefi, Rachel Doreen Watson, Jabulani Geffrey Ngcobo and Mohamed Haroun Ahmed as members of the Independent Board. The scheme longstop date is January 15, 2020. The offer will close on January 24, 2020. Investec Bank Limited acted as financial advisor to Hosken Consolidated Investments. Edward Nathan Sonnenbergs Inc. acted as legal advisor to Hosken Consolidated Investments and Niveus Investments Limited. Computershare Investor Services Proprietary Limited acted as transfer agent for Niveus. As of January 31, 2020, Hosken Consolidated Investments Limited acquired 37.53 million shares