ZXTWI – Implementation of the Asset-for-share Transaction, the issue of shares and and notification of increase in beneficial interest
01-02-2021

Name of Issuer TWK Investments Limited
Country of Incorporation ZA
Registration Number 1997/012251/06
ISIN Number ZAEZ00000034
Share Code ZXTWI

ZXTWI – Implementation of the Asset-for-share Transaction, the issue of shares and and notification of increase in beneficial interest

Shareholders are advised that the Asset-for-share Transaction as fully described in the Notice of Annual General Meeting held on 6 February 2020, has been implemented with effective date 1 February 2021.

FINAL TERMS OF THE TRANSACTION

Properties being disposed by TWK Agriculture Holdings (Pty) Ltd and acquired by TWK Investments Ltd
- The TWK Head-office property situated in Piet Retief, Mpumalanga* R 24 262 407
- The CTC Richards Bay property, situated in Richards Bay, Kwazulu-Natal* R 120 000 000
Total value of properties: R 144 262 407
Value per TWK Investments Ltd share** R 29.52
Shares issued to TWK Holdings 4 886 938
Total value of shares issued: R 144 262 407

*The book value of the properties, as determined by recent independent valuation and capitalization of subsequent improvements (not material); ** The weighted average share price of TWK Investments Ltd shares for the period from 8 December 2020 (the date of shares to trade ex-dividend) to 31 January 2021.

The issued shares of TWK Investments Limited will increase from 34,065,048 to 38,951,986 as a result of the transaction.

Due to the relatedness of the two companies, it was resolved as part of the approval of the Asset-for-share transaction, that an offer be made by TWK Agriculture Holdings (Pty) Ltd in terms of which the shareholders of TWK Investments Ltd shall be given the right and opportunity to purchase a certain number of shares from TWK Agriculture Holdings (Pty) Ltd, for cash, at the same price at which TWK Agriculture Holdings (Pty) Ltd acquired same, on a pro rata basis, such that TWK Agriculture Holdings (Pty) Ltd and the other shareholders are treated equally and are given the same opportunity to maintain their respective proportionate shareholding interest in the issued shares of TWK Investments Ltd.

In terms of the above, an offer will be communicated by TWK Agriculture Holdings (Pty) Ltd to the current shareholders of TWK Investments Ltd, to acquire up to 14.35 shares for every 100 shares held by a TWK Investments Ltd shareholder as on the record date, at a price of R29.52 per share. Full details of the offer will be included in the offer circular. Shareholders are only required to act on the offer circular should they wish to acquire TWK Investments Ltd shares for cash from its holding company, TWK Agriculture Holdings (Pty) Ltd.

The offer is not regulated as an “offer to the public” as contemplated in chapter 4 of the Companies Act, 2008, in that it is a secondary offering of listed securities, is non-renounceable and is extended only to existing shareholders of TWK Investments Ltd, and is thus exempted from the prospectus requirements in terms of sections 96(1)(c) and 101(1) of the Companies Act, 2008.

Shareholders are hereby advised in terms of s122(3)(b) of the Companies Act, that TWK Agriculture Holdings (Pty) Ltd has notified the Company in terms of s122(1) of the Companies Act, that its shareholding in the Company has increased from 61.80% to 66.59% as a result of the Asset-for-share transaction.

By order of the Board of Directors.

MJ Potgieter
COMPANY SECRETARY

Piet Retief
01 February 2021