TASTE HOLDINGS LIMITED - Declaration Announcement in Respect of the Taste Claw-Back Offer

2017-05-19 17:22:00

TAS 201705190042A
Declaration Announcement in Respect of the Taste Claw-Back Offer

TASTE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
Share code: TAS ISIN: ZAE000081162
(“Taste” or “the Company” or “the Group”)


DECLARATION ANNOUNCEMENT IN RESPECT OF THE TASTE CLAW-BACK OFFER


1. INTRODUCTION
    Shareholders are referred to the announcements released on SENS on 4 April 2017
    (“Strategic Restructure Announcement”), 12 April 2017 and 17 May 2017 pertaining to,
    inter alia, the proposed R120 million capital raise to be implemented by way of a claw-back
    offer (“Claw-Back Offer”), in terms of which Taste will offer a total of 80 000 012 new
    shares (“Claw-Back Offer Shares”) at a subscription price of R1.50 per Claw-Back Offer
    Share in the ratio of 21.13210 Claw-Back Offer Shares for every 100 shares held at the
    close of business on the initial record date for the Claw-Back Offer, being Friday, 2 June
    2017 (“Initial Record Date”).
    The purpose of the Claw-Back Offer is to provide Taste with additional capital in the amount
    of R120 million to fund the future capital and operational requirements of the Food
    business.

2. SALIENT TERMS OF THE CLAW-BACK OFFER
    In terms of the Claw-Back Offer, Taste will offer a total of 80 000 012 Claw-Back Offer
    Shares at a subscription price of R1.50 per Claw-Back Offer Share in the ratio of 21.13210
    Claw-Back Offer Shares for every 100 shares held in Taste on the close of business on the
    Initial Record Date.
    The allocation of Claw-Back Offer Shares will be such that shareholders will not be
    allocated a fraction of a Claw-Back Offer Share and as such any entitlement to receive a
    fraction of a Claw-Back Offer Share which:
     -   is less than one-half of a Claw-Back Offer Share, will be rounded down to the nearest
         whole number; and
     -   is equal to or greater than one-half of a Claw-Back Offer Share but less than a whole
         Claw-Back Offer Share, will be rounded up to the nearest whole number.

    Upon their issue, the Claw-Back Offer Shares will rank pari passu in all respects with the
    existing Taste shares.
    Taste shareholders may not apply for any excess Claw-Back Offer Shares.

3. SALIENT DATES AND TIMES

                                                                                                2017
Claw-Back Offer Declaration Data announcement released on SENS                        Friday, 19 May
Claw-Back Offer Finalisation announcement released on SENS                          Thursday, 25 May
Last day to trade in Taste Shares in order to be eligible to participate in
the Claw-Back Offer on                                                               Tuesday, 30 May
Taste Shares trade ex the Claw-Back Offer from commencement of trade
on                                                                                 Wednesday, 31 May
Listing of and trading of Letters of Allocation on the JSE under JSE code
“TASN” and ISIN ZAE000245171 from commencement of trade on                         Wednesday, 31 May
Circular distributed to Certificated Shareholders, together with the Form
of Instruction on                                                                   Thursday, 1 June
Record date for the Claw-Back Offer for purposes of determining the
Taste Shareholders entitled to participate in Claw-Back Offer (Initial
Record Date) at the close of business on                                              Friday, 2 June
Claw-Back Offer opens at 09:00 on                                                     Monday, 5 June
CSDP or broker accounts credited with Entitlements in respect of holders
of Dematerialised Shares on                                                           Monday, 5 June
Letters of Allocation credited to an electronic account held at the Transfer
Secretaries in respect of holders of Certificated Shares on                           Monday, 5 June
Circular distributed to Dematerialised Shareholders                                  Tuesday, 6 June
Last day to trade in Letters of Allocation on the JSE on                             Monday, 12 June
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by 12:00 in respect of Certificated Shareholders wishing to
sell all or part of their Entitlement                                               Tuesday, 13 June
Listing and trading of the Claw-Back Offer Shares commences on the
JSE at 09:00 on                                                                     Tuesday, 13 June
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by 12:00 in respect of Certificated Shareholders wishing to
subscribe for or renounce all or part of their Entitlement on                      Thursday, 15 June
Record date for Letters of Allocation (Final Record Date)                          Thursday, 15 June
Claw-Back Offer closes at 12:00 on                                                 Thursday, 15 June
CSDP or broker accounts credited with Claw-Back Offer Shares and
debited with the payments due in respect of holders of Dematerialised
Shares on                                                                            Monday, 19 June
Share certificates in terms of the Claw-Back Offer Shares posted to
Certificated Shareholders on or about                                                Monday, 19 June
Claw-Back Offer Shares not subscribed for by existing Taste
Shareholders in terms of the Claw-Back Offer, issue to the Subscriber on             Monday, 19 June
Results of Claw-Back Offer announced on SENS on                                      Monday, 19 June
Results of Claw-Back Offer published in the press on                                Tuesday, 20 June

Notes:
1.   The above dates and times, which times are local times in South Africa, are subject to amendment.
     Any such amendment will be released on SENS.
2.   Holders of Dematerialised Taste Shares are required to notify their CSDP or broker of the action they
     wish to take in respect of the Claw-Back Offer in the manner and by the time stipulated in the
     agreement governing the relationship between the Dematerialised Shareholder and his CSDP or
     broker.
3.   Share certificates may not be Dematerialised or Rematerialised between Wednesday, 31 May 2017
     and Friday, 2 June 2017, both days inclusive.
4.   Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their
     Entitlements and Certificated Shareholders will have their Entitlements generated in electronic form
     and held at the Transfer Secretaries on Monday, 5 June 2017.
5.   Dematerialised Shareholders will have their accounts at their CSDP or broker credited with the Claw-
     Back Offer Shares to the extent to which they have accepted the Claw-Back Offer. Share certificates
     will be posted, by registered post at the Shareholder’s risk, to Certificated Shareholders to the extent to
     which they have accepted the Claw-Back Offer.
6.   CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment
     method.

4. RESTRICTIONS ON THE CLAW-BACK OFFER
     Any shareholder resident outside the Common Monetary Area, being the Republics of
     South Africa and Namibia and the Kingdoms of Lesotho and Swaziland, who receives the
     Claw-Back Offer circular and accompanying form of instruction, should obtain advice as to
     whether any governmental and/or any other legal consent is required and/or any other
     formality must be observed to enable such a subscription to be made in terms of such form
     of instruction.
     The Claw-Back Offer does not constitute an offer in any jurisdiction in which it is illegal to
     make such an offer and the Claw-Back Offer circular and accompanying form of instruction
     should not be forwarded or transmitted any person in any territory other than where it is
     lawful to make such an offer.
     The Claw-Back Offer Shares have not been and will not be registered under the Securities
     Act of the United States of America. Accordingly, the Claw-Back Offer Shares may not be
     offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United
     States or to, or for the account or benefit of, United States persons, except pursuant to
     exemptions from the Securities Act. The Claw-Back Offer circular and the accompanying
     documents are not being, and must not be, mailed or otherwise distributed or sent in, into or
     from the United States. The Claw-Back Offer circular does not constitute an offer of any
     securities for sale in the United States or to United States persons.
     The Claw-Back Offer contained in the Claw-Back Offer circular does not constitute an offer
     in the District of Columbia, the United States, the Dominion of Canada, the Commonwealth
     of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would
     not be lawful to make such an offer (“Non-qualifying Shareholder”). Non-qualifying
     Shareholders should consult their professional advisers to determine whether any
     governmental or other consents are required or other formalities need to be observed to
     allow them to take up the Claw-Back Offer, or trade their entitlement. To the extent that
     Non-qualifying Shareholders are not entitled to participate in the Claw-Back Offer, such
     Non-qualifying Shareholders should not take up their Claw-Back Offer entitlement or trade
     in their Claw-Back Offer entitlement and should allow their rights in terms of the Claw-Back
     Offer to lapse.

5. FURTHER ANNOUNCEMENT AND CIRCULAR
     The Claw-Back Offer Finalisation announcement is expected to be released on SENS on or
     about 25 May 2017.
     The Claw-Back Offer circular, and accompanying form of instruction for use by certificated
     shareholders only, containing full particulars of the Claw-Back Offer, will be available on the
     Company’s website on or about 30 May 2017 and posted to certificated shareholders on or
     about 1 June 2017.
     The Claw-Back Offer circular containing full particulars of the Claw-Back Offer will be
     distributed to dematerialised shareholders who have elected to receive such documents on
     or about 6 June 2017.

Johannesburg
19 May 2017

Sponsor and Corporate Advisor
Merchantec Capital

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