Shareholders of both HCI and Niveus Investments are referred to the announcements dated 30 July 2012 and 7 September 2012, as well as the abridged pre-listing statement dated 31 August 2012, in connection with the listing of Niveus Investments and the pro-rata offer, by HCI, to holders of ordinary shares in HCI to receive their pro-rata portion of 45% of the shares in Niveus Investments by tendering one HCI ordinary share (“HCI Share”) for repurchase by HCI in exchange for the distribution in specie by HCI of 11.95191 Niveus Investments ordinary shares (“Niveus Investments Shares”) per HCI Share repurchased (collectively the “Pro-rata Repurchase and Distribution”).
In terms of the Pro-rata Repurchase and Distribution, HCI shareholders could elect to tender one HCI Share for repurchase by HCI in exchange for every 11.95191 Niveus Investments Shares to be distributed, up to 3.07% of their HCI shareholding (“Pro-rata Entitlement”). In addition HCI shareholders may elect to tender such additional HCI Shares for repurchase by HCI in terms of excess applications provided that HCI shall not repurchase more than 3.07% of its entire issued share capital, net of treasury shares (“Excess Applications”). In aggregate, a maximum number of 4 033 129 HCI Shares are available for repurchase, resulting in a total of 48 203 589 Niveus Investments Shares being made available for distribution.
Shareholders of both companies are advised that the election to participate in the Pro-rata Repurchase and Distribution closed at 12:00 on Friday, 14 September (“Closing Date”) and attracted elections in respect of 1 749 380 HCI Shares in terms of the Pro-rata Entitlement and Excess Applications in respect of 33 302 481 HCI Shares. As the Pro-rata Repurchase and Distribution was in respect of a maximum number of HCI Shares, being 4 033 129 HCI Shares, all Excess Applications have been allocated on an equitable pro rata basis. As a result of the rounding of the Excess Applications, HCI has now repurchased 4 033 116 HCI Shares (being 3.07% of its entire issued share capital, net of treasury shares), and has distributed 48 203 447 of its Niveus Investments Shares and accordingly its holding in Niveus Investments has now decreased to 58 915 640 Niveus Investments Shares (55.0%).
The Niveus Investments Shares due to dematerialized HCI shareholders and/or certificated HCI shareholders who elected to participate in terms of the Pro-rata Entitlement, will be transferred (that is, credited to the relevant account) and/or posted, at their risk, to their CSDP or broker on Monday, 17 September 2012.
Any Niveus Investments Shares due to dematerialized HCI shareholders and/or certificated HCI shareholders in terms of Excess Applications will be transferred (that is, credited to the relevant account) and/or posted, at their risk, to their CDSP or broker on or within three business days from the Closing Date.