| Mon 3 Apr 2017, 13:45 | | HULISANI LIMITED - Acquisition In Rustmo1 Solar Farm (RF) Proprietary Limited And Renewal Of Cautionary |
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HUL 201704030037A
Acquisition In Rustmo1 Solar Farm (RF) Proprietary Limited And Renewal Of Cautionary
HULISANI LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06)
Share code: HUL ISIN: ZAE000212072
(“Hulisani” or “the Company”)
ACQUISITION OF AN INDIRECT CONTROLLING SHAREHOLDING IN RUSTMO1
SOLAR FARM (RF) PROPRIETARY LIMITED AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Hulisani is pleased to announce that it has entered into a
share sale agreement with Pravin Semnarayan and Gareth
Warner (“the Sellers”) to acquire 100% of the issued ordinary
shares in Momentous Technologies Proprietary Limited
(“Momentous”) (“the Sale Agreement”) for a purchase
consideration of R26 500 000 (“the Acquisition”).
Momentous is currently a 15% shareholder of Rustmo1 Solar
Farm (RF) Proprietary Limited (“Rustmo1”), a 7MW solar PV
plant in Buffelspoort in the North West Province, a project
approved in the first round of the Renewable Energy
Independent Power Producer Procurement Programme. Rustmo1
was the first independent power producer to be connected to
the grid and has been operating since November 2013 . Rustmo1
was developed by Momentous and is being operated by Juwi
Renewable Energies Proprietary Limited.
The effective date of the Acquisition will be the third
business day after the date on which the conditions precedent
to the Sale Agreement have been fulfilled or waived
(“Acquisition Effective Date”).
2. ADDITIONAL SHAREHOLDING
In February 2017, Momentous triggered its pre-emptive right
to acquire an additional 51% of the issued share capital of
Rustmo1 from existing Rustmo1 shareholders for an amount of
R88 517 621 plus interest thereon at the prime rate for the
period from 1 August 2016 until the fifth business day after
the fulfilment or waiver of certain conditions precedent
(“the Transaction”).
The effective date of the Transaction will be the fifth
business day after the fulfilment or waiver of the conditions
precedent to the agreements have been fulfilled or waived.
Hulisani will fund the Transaction with its cash reserves.
3. RATIONALE FOR THE ACQUISITION
Hulisani was established to pursue the acquisition of, and
investment in, companies focused on, and operating in, the
energy sector and which evidence good potential for growth.
Following the conclusion by Hulisani of its 6.67% effective
shareholding in the Kouga Wind Farm, the Company was no
longer classified as a SPAC by the JSE Limited (“JSE”). The
Acquisition and the Transaction are a further step in the
Company realising its goal of becoming a shareholder in a
significant, diverse basket of energy producing assets.
4. INFORMATION ON MOMENTOUS
Momentous is a holding company, with its only asset being
the 15% shareholding in Rustmo1.
Shareholders are advised that the take-on balance sheet of
Momentous reflects a book value of the net assets for the
year ended February 2016 of R 8 032 108 and a profit of
R1 145 656.
Hulisani confirms that nothing contained in the memoranda
of incorporation of Momentous will frustrate Hulisani from
complying with the Listings Requirements of the JSE in any
way.
5. CONDITIONS PRECEDENT TO THE ACQUISITION AND THE TRANSACTION
5.1. The Acquisition will be subject to the fulfilment or
waiver of conditions precedent that are customary to a
transaction of this nature.
5.2. The Transaction will be subject to the fulfilment or
waiver of the following conditions precedent by no later
than 23 April 2017, or such later date as agreed in
writing:
5.2.1 all regulatory approvals as may be required to
implement the Transaction, including the
Surveillance Department of the South African
Reserve Bank, Takeover Regulation Panel, to the
extent required, and the Department of Energy; and
5.2.2 other conditions precedent that are customary to
a transaction of this nature.
6. CATEGORISATION
In aggregate, the Acquisition and the Transaction qualify
as a Category 2 acquisition in terms of the JSE Listings
Requirements.
7. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the Company is in further
discussions on the acquisition of additional assets within the
renewable energy sector, which may have a material effect on the
price of the Company’s securities.
Shareholders are advised to continue to exercise caution when
dealing in the Company’s securities until a further announcement
is made.
Johannesburg
3 April 2017
Sponsor: PSG Capital Proprietary Limited
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