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VALUE GROUP LIMITED – Finalisation announcement in respect of the Scheme and Delisting

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Finalisation announcement in respect of the Scheme and Delisting

VALUE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/002203/06)
Share Code: VLE ISIN: ZAE000016507
(“Value Group” or “the Company”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND DELISTING

Unless the context indicates otherwise, terms used in this announcement bear the same meanings given to such
terms in the Offer Circular issued on Thursday, 25 March 2021 (“Offer Circular”).

1. INTRODUCTION

Shareholders are referred to the Firm Intention Announcement relating to the Transaction, published on Friday,
26 February 2021, the Offer Circular and the announcement disclosing the results of the General Meeting,
published on Thursday, 27 May 2021.

2. FULFILMENT OF OUTSTANDING SCHEME CONDITIONS PRECEDENT

The Board is pleased to announce that all outstanding Scheme Conditions Precedent have now been
fulfilled and the Scheme has become unconditional. Value Group will accordingly proceed with the
implementation of the Scheme, and, as a result, the General Offer will lapse.

3. UPDATED SALIENT DATES AND TIMES

Since the General Offer will lapse and the Scheme be implemented, Value Group proposed to implement
the Scheme and Delisting in accordance with the below Updated Salient Dates and Times:

2021

Finalisation announcement published in the South African Press expected to be
on or about Monday, 14 June

Last day to trade, being the last day to trade Shares on the JSE in order to
participate in the Scheme (“Scheme Last Day to Trade”) Tuesday, 22 June

Suspension of listing of Shares on the JSE at the commencement of trade on Wednesday, 23 June

“Scheme Consideration Record Date”, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 25 June

Operative Date on or about Monday, 28 June

Scheme Consideration to be sent by EFT to Scheme Participants who are
Certificated Shareholders and who have lodged their Form of Surrender and
Transfer (blue) with the Transfer Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date, on or about Monday, 28 June

Dematerialised Scheme Participants to have their accounts (held at their CSDP or
Broker) credited with the Scheme Consideration on or about Monday, 28 June

Termination of the listing of Shares in terms of the Scheme at the commencement
of trade on the JSE Tuesday, 29 June

Notes:

1. All of the above dates and times are subject to change, with the approval of the JSE and TRP, if required. Any
change will be released on SENS and published in the South African press.
2. Provided that Shareholders acquire the Shares on or prior to the Scheme Last Day to Trade (Tuesday, 22 June
2021), Shareholders will be eligible to participate in the Scheme, as the Scheme Consideration Record Date is
Friday, 25 June 2021.
3. All times are local times in South Africa.
4. The gross Scheme Consideration of R6.75 per Scheme Share will be paid by EFT to Scheme Participants who are
Certificated Shareholders net of dividends tax on the gross consideration at a rate of 20%. Scheme Participants
who are not exempt from paying dividends tax will be paid a net Scheme Consideration of R5.40 per Scheme Share.
5. The gross Scheme Consideration of R6.75 per Scheme Share will be credited to the account of Dematerialised
Scheme Participants net of dividends tax on the gross consideration at a rate of 20%. Scheme Participants who
are not exempt from paying dividends tax will be credited with a net Scheme Consideration of R5.40 per Scheme
Share.
6. Certificated Shares may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.

4. RESPONSIBILITY STATEMENTS

The Independent Board and the Board, individually and collectively, accept full responsibility for the accuracy of
the information contained in this announcement which relates to Value Group, the Scheme, the General Offer
and the Delisting, and certify that, to the best of their knowledge and belief, such information is true and this
announcement does not omit any facts that would make any of the information false or misleading or would be
likely to affect the importance of any information contained in this announcement. The Independent Board and
the Board have made all reasonable enquiries to ascertain that no facts have been omitted and this
announcement contains all information required by law, the Companies Act and the Listings Requirements.

Johannesburg
11 June 2021

Joint Transaction Advisor Legal Advisor Independent Joint Transaction and Tax
and Sponsor Professional Expert Advisor

Investec Corporate Finance Fluxmans Inc. Mazars Corporate Suez Capital
Finance

Date: 11-06-2021 09:29:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.


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