Increase in Issued Share Capital

03-07-2019

Name of Issuer Senwes Limited
Country of Incorporation ZA
Registration Number 1997/005336/06
ISIN Number ZAEZ00000018
Share Code ZXSWS

INCREASE IN ISSUED SHARE CAPITAL

Shareholders are advised that, as part of the KLK transaction, in terms of which the Senwes Group acquired 57,44% of the issued shares in KLK Landbou Limited (“KLK”) as announced on 3 June 2019, Senwesbel also offered and issued shares to KLK shareholders who qualified to take up the Senwesbel consideration shares as defined and offered in terms of the KLK offer.

In order to consolidate the shareholding in KLK, the respective boards of Senwesbel and Senwes agreed that the 4.3% KLK shares (741 273) that Senwesbel acquired, be purchased by Senwes against the issue of 1 111 908 Senwes shares at the same exchange ratio as in the KLK offer (1.5:1). This sale is an asset for share transaction as contemplated in section 42 of the Income Tax Act.

In terms of the Senwes Memorandum of Incorporation, the board:

  • may only issue shares in terms of authority granted by shareholders, which authority was granted at the 2018 annual general meeting; and
  • must issue shares pro rata to existing shareholders, unless it is in exchange for the acquisition of assets (the KLK shares).

Senwes and Senwesbel concluded a written sale of shares agreement on 27 June 2019.

After the issue of 1 111 908 Senwes shares from the authorised share capital to Senwesbel Limited, the issued share capital of Senwes is 183 855 515.

By order of the Board of Directors.

Date: 03-07-2019 Place: Klerksdorp
Company Secretary: EM JOYNT (e-mail: Elmarie.joynt@senwes.co.za)