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BAU/RBX - Joint Finalisation Announcement

Published: 2022-08-05 10:00:51 ET
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             Bauba Resources Limited                                Raubex Group Limited
     Incorporated in the Republic of South Africa        (Incorporated in the Republic of South Africa)
       (Registration number: 1986/004649/06)                (Registration number: 2006/023666/06)
      Share code: BAU ISIN: ZAE000145686                    Share code: RBX ISIN: ZAE000093183
                       ("Bauba")                                           ("RBX")



JOINT FINALISATION ANNOUNCEMENT

Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
herein have the meanings given to them in the combined offer and delisting circular distributed to
Shareholders on Wednesday, 6 July 2022 ("Circular").

1.       Introduction

         Shareholders are referred to the:

         i.     joint Firm Intention Announcement released on SENS on Tuesday, 21 June 2022 wherein
                they were advised of RBX's firm intention (through its subsidiary, Raubex Proprietary
                Limited ("Raubex")) to make a general offer to acquire all the remaining Shares it does not
                already own, for a cash consideration of R0.42 per Share; and the Delisting of the Shares
                from the JSE if the Delisting Resolution is approved by Eligible Shareholders, or, if the
                Delisting Resolution is not approved, in terms of paragraph 1.17(a) of the Listings
                Requirements should Raubex be able to invoke the provisions of section 124 of the
                Companies Act;

         ii.    joint announcement regarding the posting of the Circular and Notice of General Meeting
                released on SENS on Wednesday, 6 July 2022; and

        iii.    joint results of General Meeting announcement released on SENS on Thursday,
                4 August 2022.

2.       Issue of TRP Compliance Certificate

         Shareholders are reminded that the Offer was wholly unconditional and capable of acceptance
         from the Opening Date of the Offer at 09:00 on Thursday, 7 July 2022. However, settlement of any
         acceptances by Eligible Shareholders of the Offer will only be undertaken by Raubex once the
         TRP has issued a Compliance Certificate in respect of the Offer.

         Shareholders are advised that the TRP has today issued a Compliance Certificate in respect of
         the Offer in terms of section 119(4)(b) of the Companies Act. Raubex will accordingly proceed with
         settlement to Eligible Shareholders who have accepted the Offer. Furthermore, Bauba will be
         delisted from the Main Board of the JSE with effect from the commencement of trade on
         Tuesday, 23 August 2022.

3.       Important Dates and Times

         Shareholders are reminded of the important dates and times in relation to the Offer and Delisting,
         which are set out in the table below:

                                                                                                       2022


           Earliest Payment Date from                                                      Friday, 5 August

           Finalisation announcement published in the press on                           Monday, 8 August
      Last Day to Trade for Shareholders wishing to accept the                                       Tuesday, 16 August
      Offer

      Suspension of the listing of the                   Shares       at   the                   Wednesday, 17 August
      commencement of trade on the JSE on

      Record Date for Offer on                                                                          Friday, 19 August

      Closing Date of the Offer at 12:00 on                                                             Friday, 19 August

      Results of Offer to be announced on SENS on                                                     Monday, 22 August

      Latest Payment Date on                                                                          Monday, 22 August

      Termination of the listing of the Shares at commencement                                       Tuesday, 23 August
      of trade on the JSE on


     Notes:

     1.    Certificated Shareholders are required to complete and return the Form of Acceptance (blue) attached to the
           Circular in accordance with the instructions contained therein to be received by the Transfer Secretaries by no later
           than 12:00 on the Closing Date.

     2.    No Dematerialisation or rematerialisation of Shares will take place between the trading ex-date,
           Wednesday, 17 August 2022 and the Record Date for the Offer, Friday, 19 August 2022 (both days inclusive).

     3.    Shareholders should note that as transactions in shares are settled in the electronic settlement system used by
           Strate, settlement of trades takes place three Business Days after such trade. Persons who acquire Shares after
           close of trade on Tuesday, 16 August 2022 will not be eligible to accept the Offer.

     4.    Eligible Shareholders should note that acceptance of the Offer will be irrevocable.

     5.    All times referred to in this announcement are references to South African Standard Time.

     6.    In accordance with regulation 102(12) of the Takeover Regulations read with section 121 of the Companies Act,
           the Offer Consideration must be settled within six Business Days after acceptance thereof by a Shareholder
           (following the receipt of the Compliance Certificate from the TRP). Accordingly, the latest Payment Date will be by
           no later than Monday, 22 August 2022.

4.   Payment in respect of the Offer

     Certificated Shareholders who accept the Offer, will be paid within six Business Days of the later
     of: (i) the TRP having issued a Compliance Certificate in respect of the Offer, being
     Friday, 5 August 2022; and (ii) the date on which such Certificated Shareholders forward both:
     (a) the Form of Acceptance (blue); and (b) the Documents of Title, to the Transfer Secretaries.

     Dematerialised Shareholders who accept the Offer, will be paid within six Business Days after the
     later of: (i) the TRP having issued a Compliance Certificate in respect of the Offer, being Friday,
     5 August 2022; and (ii) the date on which the CSDP or Broker of such Dematerialised Shareholder
     notifies the Transfer Secretaries of their acceptance of the Offer.

     The Payment Date is from today, and in accordance with regulation 102(12) of the Takeover
     Regulations, the latest Payment Date is Monday, 22 August 2022.

5.   Raubex Responsibility Statement

     The Raubex Board accepts responsibility for the information contained in this announcement
     insofar as it relates to Raubex. To the best of its knowledge and belief, such information contained
        herein is true and nothing has been omitted which is likely to affect the importance of such
        information.

6.      Board and Independent Board Responsibility Statement

        The Board and the Independent Board accepts responsibility for the information contained in this
        announcement insofar as it relates to Bauba. To the best of its knowledge and belief, such
        information contained herein is true and nothing has been omitted which is likely to affect the
        importance of such information.

Johannesburg
5 August 2022

Sponsor to Bauba                                   Legal advisor to Bauba




Financial advisor and sponsor to Raubex            Legal advisor to Raubex