Hosken Consolidated Investments Limited (JSE:HCI) made an offer to acquire an additional 46.87% stake in Niveus Investments Limited (JSE:NIV) for approximately ZAR 130 million on September 27, 2019. The offer shall be implemented by way of a scheme of arrangement. Hosken Consolidated Investments Limited will make an offer to acquire shares other than those held by Johnnic Holdings Management Services Proprietary Limited of approximately 1.5%. Hosken Consolidated Investments is furthermore rebuttably presumed to be acting in concert with Ronaldgate Proprietary Limited, which is the beneficial owner of 7.2 million Niveus shares, comprising approximately 6% of the issued ordinary share capital of Niveus. Hosken Consolidated Will acquire 55.86 million shares As reported, the offer will be made at a cash consideration of ZAR 2.40 per Niveus share, subject to a possible adjustment related to the total amount of all cash distributions (including any ordinary or special dividend) declared, distributed and/or paid by Niveus in respect of Niveus shares. Hosken Consolidated Investments proposes to fund the offer consideration in cash from its own resources. Pursuant to the implementation of the offer, an application will be made for the delisting of all Niveus shares from the main Board of the Johannesburg Stock Exchange. In the event that the General Offer is implemented and is accepted by Eligible Shareholders holding at least 90% of the General Offer Shares, HCI may, at its election, invoke the provisions of section 124 of the Companies Act, to compulsorily acquire all the General Offer Shares held by the Remaining Shareholders


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

Hosken Consolidated Investments Limited (JSE:HCI) completed the offer to acquire 37.53% stake in Niveus Investments Limited (JSE:NIV) for approximately ZAR 90 million on January 24, 2020.