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Regularising the Firm Intention Announcement Regarding the Etion Create Disposal

Published: 2022-08-24 15:55:23 ET
<<<  go to JSE:ETO company page
 ETION LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration Number: 1987/001222/06)
 (Share Code: ETO)
 (ISIN: ZAE000097028)
 (“Etion” or “the Company” or “the Group’’)



REGULARISING THE FIRM INTENTION ANNOUNCEMENT REGARDING THE DISPOSAL
BY THE COMPANY OF 100% OF THE SHARES IN ETION CREATE PROPRIETARY
LIMITED TO REUNERT APPLIED ELECTRONICS HOLDINGS PROPRIETARY LIMITED


1.   INTRODUCTION

     Shareholders are referred to the firm intention announcement dated 8 June 2022 (“Firm
     Intention Announcement”) released on the Stock Exchange News Service ("SENS”) in
     terms whereof, inter alia, shareholders were advised that the had Company entered into
     an agreement with Reunert Applied Electronics Holdings Proprietary Limited (“Offeror”)
     in terms of which, Etion will sell 100% of the issued shares in Etion Create Proprietary
     Limited to the Offeror on the terms and conditions as set out therein (“Disposal”).
     Capitalised terms used in this announcement but not defined below, bear the meanings
     set out in the Firm Intention Announcement.

2.   BANK GUARANTEE IN TERMS OF REGULATIONS 111(4) AND REGULATION 111(5) OF THE
     COMPANIES REGULATION

     Shareholders are advised that the Firm Intention Announcement did not, among other
     things, include details of the cash confirmation or bank guarantee as contemplated in
     regulation 101(4)(b)(vi) and was not approved by the Panel as contemplated in regulation
     117 of the Companies Regulations, 2011 (“Companies Regulations”). The Offeror has,
     immediately when requested to do so, provided an irrevocable bank guarantee, to the
     TRP, which confirms that Reunert Applied Electronics will have sufficient cash resources
     in terms of regulation 111(4) and (5) of the Companies Regulations to satisfy payment of
     the maximum possible consideration in respect of the Disposal. Further, the Company
     has updated certain paragraphs of the Firm Intention Announcement, in line with the
     requirements of regulation 101 of the Companies Regulations, at the request of the Panel
     in order to regularise it (“Regularised Firm Intention Announcement”).

     Accordingly, this announcement (“Regularising Announcement”) serves to inform the
     Shareholders that the Regularised Firm Intention Announcement has today been
     published by the Company and is available on the website of the Company at
     www.etion.co.za. In this regard, Shareholders are referred to paragraphs 4.4.7, 4.4.9, 4.7,
     4.8, 7, 8 and 9 of the Firm Intention Announcement in respect of those paragraphs which
     include the requisite information required by the Panel.

3.   INDEPENDENT BOARD RESPONSIBILITY STATEMENT

     The Independent Board individually and collectively accepts full responsibility for the
     accuracy of the information contained in this Regularising Announcement. In addition, the
     Independent Board certifies that to the best of its knowledge and belief, the information
     contained in this Regularising Announcement solely pertaining to the Company is true
     and, where appropriate, does not omit anything that is likely to affect the importance of
     the information contained herein, and that all reasonable enquiries to ascertain such
     information have been made.

4.   OFERROR RESPONSIBILITY STATEMENT

     The Offeror accepts responsibility for the information contained in this Regularising
     Announcement insofar as it relates to the Offeror, the Disposal and the Firm Intention
     Announcement, insofar as it relates to the Offeror and the Disposal. To the best of the
     Offeror’s knowledge and belief, the information contained in this Regularising
     Announcement and the Firm Intention Announcement is true and this announcement
     does not omit anything likely to affect the importance of the information.

24 August 2022

Transactional Sponsor and Transaction Adviser

PSG Capital