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Posting of Circular and Notice convening the General Meeting
HULISANI LIMITED REATILE SOLAR POWER 2 PROPRIETARY LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06) (Registration number: 2019/313309/07)
Share code: HUL (“Reatile”)
ISIN: ZAE000212072 a wholly-owned subsidiary of:
(“Hulisani”) REATILE GROUP PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2003/027219/07)
(“Reatile Group”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
1. Introduction
Hulisani Shareholders are referred to the announcement (the “Firm Intention Announcement”)
released on the Stock Exchange News Service (“SENS”) by Hulisani and Reatile Group on
9 November 2021 in which Hulisani Shareholders were advised that Hulisani and Reatile, a
wholly-owned subsidiary of the Reatile Group (the “Parties”) entered into an offer and
implementation agreement (“Implementation Agreement”) pursuant to which Reatile intends to
make an offer (the “Offer”) to acquire all of the issued ordinary shares in the share capital of
Hulisani (“Hulisani Shares” or “Scheme Shares”) from the Hulisani Shareholders (“Scheme
Participants”) by way of a scheme of arrangement (“Scheme” or the “Proposed Transaction”)
in terms of section 114 of the Companies Act, 71 of 2008, as amended (“Companies Act”) and
the “Takeover Regulations”, being the regulations published in terms of sections 120 and 223 of
the Companies Act and set out in Chapter 5 of the Companies Regulations, 2011, promulgated
under the Companies Act.
Capitalised words and phrases in this announcement shall, unless the context indicates otherwise,
bear the same meanings ascribed thereto in the Firm Intention Announcement.
2. Posting of Circular
Hulisani Shareholders are advised that the Circular containing, inter alia, a notice of general
meeting (the “General Meeting”) will be distributed to Hulisani Shareholders today,
7 December 2021.
Hulisani Shareholders are advised to consult the Circular for further information regarding the
Scheme and other related matters.
3. Notice Convening the General Meeting
Notice is hereby given that the General Meeting will be held in electronic format only, in accordance
with the provisions of section 63(2) of the Companies Act, at 10:00 on Friday, 7 January 2022 (or
any other adjourned or postponed date and time in accordance with the provisions of section
64(11) of the Companies Act and the memorandum of incorporation of the Company, as read with
the Listings Requirements of the JSE), to consider and, if deemed fit, pass, inter alia, the Scheme
Resolution.
4. Important Dates and Times
The important dates and times in relation to the Scheme are set out in the table below. Words and
expressions in the table below and the notes thereto shall have the same meanings as assigned
to them in the Circular.
Record date for Hulisani Shareholders to be recorded in the Friday, 26 November 2021
Register in order to be entitled to receive the Circular
Posting of the Circular to Hulisani Shareholders and Notice Tuesday, 7 December 2021
released on SENS
Expected Voting LDT to be recorded in the Register on the Tuesday, 28 December 2021
Voting Record Date to be eligible to attend and vote at the
General Meeting
Voting Record Date Friday, 31 December 2021
Last date for Hulisani Shareholders to lodge Electronic Wednesday, 5 January 2022
Participation Forms by no later than 10:00 on
Lodge Forms of Proxy (blue) by 10:00 on Wednesday, 5 January 2022
Last date for Hulisani Shareholders to give Notice of Friday, 7 January 2022
Objection by no later than 10:00 on
General Meeting to be held at 10:00 on Friday, 7 January 2022
Results of General Meeting published on SENS Friday, 7 January 2022
Results of General Meeting published in the South African Monday, 10 January 2022
press on or about
If the Scheme is approved at the General Meeting by Scheme Members with sufficient
voting rights:
Last day for Hulisani Shareholders who voted against the Friday, 14 January 2022
Scheme Resolution to require the Company to seek Court
approval for the Scheme in terms of section 115(3)(a) of
the Companies Act (if at least 15% of the total votes of
Hulisani Shareholders at the General Meeting were
exercised against the Scheme), on
Last day on which Hulisani Shareholders who voted against Friday, 21 January 2022
the Scheme Resolution can make application to Court in
terms of section 115(3)(b) of the Companies Act, on
Last date for the Company to give Notice of Adoption on Friday, 21 January 2022
Last date for Dissenting Shareholders, by reason of 20 Business Days after Notice of
adoption of the Scheme Resolution, to make Valid Adoption issued
Appraisal Demands
The following dates assume that no Court approval or review of the Scheme in terms of
section 115(3) of the Companies Act is required and that all Conditions Precedent (save
for the Condition Precedent in respect of receipt of unconditional approval from the TRP
in terms of a compliance certificate or exemption to be issued in terms of the Companies
Act in relation to the Scheme) are fulfilled or, where applicable, waived and will be
confirmed in the finalisation announcement if the Scheme becomes unconditional:
Finalisation announcement expected to be published on Tuesday, 15 February 2022
SENS
Expected Scheme LDT to be recorded in the Register on Tuesday, 22 February 2022
the Scheme Record Date on
Expected date of suspension of listing of Shares on the JSE Wednesday, 23 February 2022
on
Scheme Record Date to receive settlement of the Scheme Friday, 25 February 2022
Consideration in terms of the Scheme on
Expected Operative Date on Monday, 28 February 2022
Dematerialised Scheme Participants expected to have their Monday, 28 February 2022
accounts held at their Broker or CSDP credited with the
Scheme Consideration on
Expected date of settlement of the Scheme Consideration Monday, 28 February 2022
to be paid electronically or posted by cheque to certificated
Scheme Participants on
Expected date of the termination of listing of the Shares on Tuesday, 1 March 2022
the JSE at the commencement of trade on
Notes:
All dates and times in respect of the Scheme are subject to change. Any such change will be
released on SENS.
5. Responsibility Statements
The Independent Board accepts responsibility for the information contained in this announcement
insofar as it relates to Hulisani. To the best of its knowledge and belief, the information contained
in this announcement is true and the announcement does not omit anything likely to affect the
importance of the information.
The board of directors of Reatile accepts responsibility for the information contained in this
announcement insofar as it relates to Reatile and the Reatile Group. To the best of its knowledge
and belief, the information contained in this announcement is true and the announcement does not
omit anything likely to affect the importance of the information.
6. Copies of the Circular
Additional copies of the Circular may be obtained during normal business hours from the date of
issue of the Circular until and including the Operative Date, and thereafter, from Hulisani or
Questco Proprietary Limited (the “Corporate Advisor” and “Transaction Sponsor”) at the
following physical addresses:
Hulisani: 4th Floor, North Tower, 90 Rivonia Road, Sandton, 2196
Questco Proprietary Limited: Ground Floor, Block C, Investment Place, 10th Road, Hyde Park,
2196
Due to arrangements implemented as a result of Covid-19, representatives of the Company or the
Transaction Sponsor may not be present at the above addresses during business hours on a
particular date or time to hand over an additional copy of the Circular. Accordingly, Hulisani
Shareholders who wish to obtain additional copies of the Circular should contact Hulisani’s
company secretary at Lilian.Gomes@williamradcliffe to make arrangements for the collection
thereof.
The Circular is also available on Hulisani’s website at https://hulisani.co.za/investment-
opportunities-hulisani.
Johannesburg
7 December 2021
Corporate advisor and transaction sponsor to Hulisani
Questco Proprietary Limited
Legal advisor to Hulisani
Webber Wentzel Attorneys
Investment bank and corporate advisor to Reatile Group
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal advisor to Reatile Group
Cliffe Dekker Hofmeyr Inc.
Date: 07-12-2021 03:07:00
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