The definitions commencing on page 8 apply throughout this Circular including this front cover.

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions commencing on page 8 apply throughout this Circular including this front cover. If you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, accountant, legal adviser or other professional adviser immediately. Action required 1. If you have disposed of all of your HCI Shares, this Circular should be handed to the purchaser of such HCI Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected. 2. HCI Shareholders are referred to page 4 of this Circular, where the actions required by them are set out. HOSKEN CONSOLIDATED INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1973/007111/06) Share code: HCI ISIN: ZAE Circular to HCI Shareholders: regarding: - the Specific Repurchase by HCI of HCI Shares from Mr Andre van der Veen, in terms of section 48 of the Companies Act; and - the General Meeting; and incorporating: - a notice convening the General Meeting; and - a form of proxy for use by Certificated HCI Shareholders and Own-name Dematerialised HCI Shareholders. Investment bank Sponsor Corporate law adviser Reporting accountants Date of issue: 13 November 2013 This Circular is available in English only and copies hereof may be obtained from the registered offices of

2 HCI at the registered address which is set out in the Corporate information and advisers section of this Circular, during normal business hours on Business Days during the period from Wednesday, 13 November 2013 up to and including Friday, 13 December 2013, both days inclusive. Page 2

3 CORPORATE INFORMATION Directors MJA Golding (Executive Chairperson) JA Copelyn (Chief Executive Officer) TG Govender (Chief Financial Officer) VM Engel* B Hogan** JG Ngcobo** MF Magugu** LM Molefi** VE Mphande* Y Shaik (Lead Independent Director)** Company secretary and registered office HCI Managerial Services Proprietary Limited (Registration number 1996/017874/07) Block B, Longkloof Studios Darters Road Gardens Cape Town, 8001 (PO Box 5251, Cape Town, 8000) * Non-executive ** Independent non-executive Investment bank and sponsor Investec Bank Limited (Registration number 1969/004763/06) 100 Grayston Drive Sandown Sandton 2196 (PO Box , Sandton, 2146) Corporate law advisers Taback and Associates Proprietary Limited (Registration number 2000/010434/07) 13 Eton Road Parktown Johannesburg 2193 (P.O Box 3334, Houghton, 2041) Transfer secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 70 Marshall Street Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) Reporting accountants Grant Thornton (Jhb) Inc (Registration number 2002/022635/07) 137 Daisy Street Sandown Johannesburg 2196 (Private Bag X28, Benmore, 2010) Date and place of incorporation 1973, South Africa Page 3

4 ACTIONS REQUIRED BY HCI SHAREHOLDERS This Circular is important and requires your immediate attention. Please take careful note of the following provisions regarding the action required by HCI Shareholders. If you are in any doubt as to what actions to take, please consult your Broker, CSDP, banker, attorney, accountant or other professional adviser immediately. If you have disposed of all of your HCI Shares, this Circular should be handed to the purchaser of such HCI Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected. The General Meeting will be held at 10:00 on Friday, 13 December 2013 in the boardroom at HCI s offices, Block B, Longkloof Studios, Darters Road, Gardens, Cape Town for purposes of considering and, if deemed fit, passing the ordinary and special resolutions required to authorise the implementation of the Specific Repurchase. The notice convening the General Meeting is attached to and forms part of this Circular. 1. DEMATERIALISED HCI SHAREHOLDERS WHO ARE NOT OWN-NAME DEMATERIALISED HCI SHAREHOLDERS 1.1 Voting at the General Meeting Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and should thereafter cast your vote in accordance with your instructions If you have not been contacted by your Broker or CSDP, it is advisable for you to contact your Broker or CSDP and furnish it with your voting instructions If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP You must not complete the attached form of proxy. 1.2 Attendance and representation at the General Meeting In accordance with the mandate between you and your Broker or CSDP, you must advise your Broker or CSDP if you wish to attend the General Meeting and if so, your Broker or CSDP will issue the necessary letter of representation to you to attend and vote at the General Meeting. 2. CERTIFICATED HCI SHAREHOLDERS AND DEMATERIALISED HCI SHAREHOLDERS WHO ARE OWN-NAME DEMATERIALISED HCI SHAREHOLDERS 2.1 Voting and attendance at the General Meeting You may attend the General Meeting in person and may vote at the General Meeting Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy in accordance with the instructions contained therein and returning it to the Transfer Secretaries, to be received by them, for administrative purposes, by no later than 10:00 on Wednesday, 11 December 2013 (or to the Company by hand by no later than 10:00 on Friday, 13 December Page 4

5 3. GENERAL 3.1 Approvals necessary for the implementation of the Specific Repurchase at the General Meeting The implementation of the Specific Repurchase is subject, inter alia, to the approval of the HCI Shareholders by special resolution at the General Meeting in accordance with the Listings Requirements, the Companies Act and the MOI. In order to be approved, the special resolution must be adopted with the support of at least 75% of the voting rights exercised, excluding the votes of Mr Andre van der Veen and his associates, on such resolution at the General Meeting. 3.2 Electronic participation in the General Meeting HCI Shareholders wishing to participate electronically in the General Meeting are required to deliver, by no later than 10:00 on Wednesday, 11 December 2013, a written notice to HCI at HCI s offices, Block B, Longkloof Studios, Darters Road, Gardens, Cape Town, 8001 (marked for the attention of HCI Managerial Services Proprietary Limited, Group company secretary) that they wish to participate via electronic communication at the General Meeting. In order for the above mentioned notice to be valid it must contain: (a) if the HCI Shareholder is an individual, a certified copy of his/her identity document and/or passport; (b) if the HCI Shareholder is not an individual, a certified copy of a resolution or letter of representation by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution or signed the relevant letter of representation. The letter of representation or resolution must set out who from the relevant entity is authorised to represent the entity at the General Meeting via electronic communication; (c) a valid address and/or facsimile number; and (d) confirmation of whether the HCI Shareholder wishes to vote via electronic communication. HCI shall use its reasonable endeavours to notify an HCI Shareholder wishing to participate in the General Meeting by way of electronic communication of the relevant details through which the shareholder can participate via electronic communication by no later than 24 hours before the General Meeting. Should an HCI Shareholder wishing to participate in the General Meeting by way of electronic communication as mentioned above, such shareholder or his proxy, will be required to dial-in to the dial-in facility on the date of the General Meeting. The dial-in facility will be linked to the venue at which the General Meeting will take place on the date of, from the time of commencement of, and for the duration of, the General Meeting. The dial-in facility will enable all persons to participate electronically in the General Meeting in this manner (and as contemplated in section 63(2) of the Companies Act) and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the General Meeting. The costs borne by you or your proxy in relation to the dial-in facility will be for your own account. 3.3 Dematerialisation If an HCI Shareholder wishes to Dematerialise his HCI Shares, he should contact his Broker or CSDP. Page 5

6 TABLE OF CONTENTS Page Corporate Information and advisers Inside front cover Actions required by HCI Shareholders 3 Important Dates and Times 7 Definitions 8 Circular to HCI Shareholders 1 Introduction 11 2 Rationale for the Specific Repurchase 11 3 Terms of the Specific Repurchase 11 4 Conditions Precedent 12 5 Adequacy of capital 12 6 Major beneficial HCI Shareholders 13 7 Material changes 13 8 Directors information 13 9 Share capital Financial effects Litigation statement Costs of the Specific Repurchase Directors responsibility statement Working capital statement Consents Documents available for inspection 16 Annexure I: Annexure II: Notice of General Meeting Pro forma financial effects of the Specific Repurchase Independent Reporting Accountant s Assurance Report on the Pro Forma Financial Effects Form of Proxy General Meeting Page 6

7 IMPORTANT DATES AND TIMES 2013 Notice record date, being the date on which an HCI Shareholder must be registered in the Register in order to be eligible to receive the notice of General Meeting, on Circular posted to HCI Shareholders and notice convening the General Meeting released on SENS, on Notice convening the General Meeting published in the South African press on Last day to trade HCI Shares in order to be recorded in the Register to vote at the General Meeting (see note 2 below) on General Meeting Record Date, being the date on which an HCI Shareholder must be registered in the Register in order to be eligible to attend at and participate in the General Meeting and to vote thereat, by close of trade on Form of proxy in respect of the General Meeting to be lodged for administrative purposes, by 10:00 (or may thereafter be lodged by hand with the Company prior to 10:00 on Friday,13 December 2013) on General Meeting held at 10:00 on Results of the General Meeting published on SENS on Cancellation and delisting of the Repurchase Shares on or about Friday, 8 November Wednesday, 13 November Thursday, 14 November Friday, 29 November Friday, 6 December Wednesday, 11 December Friday, 13 December Friday, 13 December Friday, 20 December Notes: 1. The above dates and times are subject to amendment at the discretion of HCI. Any such amendment will be released on SENS and published in the South African press. 2. HCI Shareholders should note that as transactions in HCI Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, HCI Shareholders who acquire HCI Shares after close of trade on Friday, 29 November 2013 will not be eligible to attend at, participate in and to vote at the General Meeting. 3. All dates and times indicated above are South African Standard Times. Page 7

8 DEFINITIONS In this Circular and the annexures hereto, unless otherwise indicated, reference to the singular shall include the plural and vice versa, words denoting one gender include others, expressions denoting natural persons include juristic persons and associations of persons, and the words in the first column have the meanings stated opposite them in the second column. Board Broker Business Day Cents Certificated HCI Shares Certificated HCI Shareholders Circular Companies Act CIPC CSDP Dematerialisation Dematerialised HCI Shareholders Dematerialised HCI Shares "Directors" Documents of Title the board of directors of HCI whose names appear in the Corporate information and advisers section of this Circular; any person registered as a broking member (equities) in accordance with the provisions of the Financial Markets Act; a day other than a Saturday, Sunday or official public holiday in South Africa; South African cents in the official currency of South Africa; HCI Shares represented by a share certificate or other physical document of title, which have not been surrendered for Dematerialisation in terms of the requirements of Strate; HCI Shareholders who hold Certificated HCI Shares; this circular to HCI Shareholders, dated 13 November 2013, including the annexures hereto, the notice of General Meeting and the form of proxy; the Companies Act, 2008 (Act No. 71 of 2008), as amended; the Companies and Intellectual Property Commission of the Companies Act, the official custodian of the legal status of companies, close corporations, co-operatives and intellectual property rights and a member of the Department of Trade and Industry of South Africa; a person that holds in custody and administers securities or an interest in securities and that has been accepted by a central securities depository as a participant in terms of section 31 of the Financial Markets Act; the process by which securities held in certificated form are converted to or held in electronic form as uncertificated securities and recorded as such in a sub-register of securities holders maintained by a CSDP and "Dematerialised" shall bear the corresponding meaning; those HCI Shareholders who hold Dematerialised HCI Shares; HCI Shares which have been Dematerialised; directors for the time being of HCI; in respect of Certificated HCI Shares, share certificates, certified transfer deeds, balance receipts and/or any other form of documents Page 8

9 of title acceptable to HCI in respect of HCI Shares; Financial Markets Act the Financial Markets Act, 2012 (Act No. 19 of 2012); General Meeting HCI or the Company HCI Group HCI Shareholders HCI Shares Income Tax Act JSE Last Practicable Date Listings Requirements MOI Own-name Dematerialised HCI Shareholders Rand or R Register Repurchase Consideration the general meeting of HCI Shareholders to be held in the boardroom at HCI's offices, Block B, Longkloof Studios, Darters Road, Gardens, Cape Town on Friday, 13 December 2013 at 10:00 for the purpose of considering and if thought fit, passing the special and ordinary resolutions set out in the notice of General Meeting forming part of this Circular; Hosken Consolidated Investments Limited (registration number 1973/007111/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, the issued ordinary share capital of which is listed on the JSE; HCI and its subsidiaries (as defined in terms of the Listings Requirements); the registered holders of HCI Shares appearing on the main and subregisters of HCI at the Last Practicable Date; ordinary shares having a par value of 25 Cents each in the issued share capital of HCI, all of which shares are listed on the JSE, being HCI Shares at the Last Practicable Date; the Income Tax Act, 1962 (Act No. 58 of 1962), as amended; JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, and licensed to operate an exchange under the Financial Markets Act; the last practicable date prior to the finalisation of this Circular, being Wednesday, 6 November 2013; the Listings Requirements of the JSE, as amended from time to time; the memorandum of incorporation of HCI; HCI Shareholders that have Dematerialised their HCI Shares and have instructed their CSDP to hold their HCI Shares in their own name on the sub-register maintained by the CSDP and forming part of the Register; South African Rand, the official currency of South Africa; the securities register of HCI Shareholders maintained by HCI in terms of the Companies Act including the register of Certificated HCI Shareholders and the sub-registers of Dematerialised HCI Shareholders maintained by the relevant CSDPs in accordance with the Companies Act; the aggregate consideration of R27,060,000 payable by HCI in respect of the Repurchase Shares, representing a price of R per Repurchase Share, to be settled in cash; Page 9

10 Repurchase Shares Sactwu Share Buy-Back Agreement SENS Solvency and Liquidity Test "South Africa" Specific Repurchase Strate Subsidiary Transfer Secretaries VWAP HCI Shares to be acquired from Mr Andre van der Veen in terms of the Specific Repurchase; the Southern African Clothing and Textile Workers Union; the agreement, dated 30 September 2013, entered into between HCI and Mr Andre van der Veen in terms of which HCI will the acquire the Repurchase Shares for the Repurchase Consideration. The Repurchase Shares will be cancelled as part of the issued share capital of HCI following their acquisition and be part of and reinstated to the authorised, but unissued, share capital of HCI; the Stock Exchange News Service of the JSE; the solvency and liquidity test set out in section 4(1) of the Companies Act; the Republic of South Africa; the repurchase by HCI of the Repurchase Shares for the Repurchase Consideration, as set out in this Circular in terms of section 48 (in particular section 48(2)(a)) of the Companies Act and pursuant to the terms and conditions of the Share Buy-Back Agreement; Strate Limited (registration number 1998/022242/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, and a registered central securities depository responsible for the electronic custody and settlement system for transactions that take place on the JSE and off-market trades; a subsidiary as defined in the Companies Act; Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly registered and incorporated in accordance with the company laws of South Africa; and volume weighted average price. Page 10

11 HOSKEN CONSOLIDATED INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1973/007111/06) Share code: HCI ISIN: ZAE ( HCI or the Company ) Directors MJA Golding (Executive Chairperson) JA Copelyn (Chief Executive Officer) TG Govender (Chief Financial Officer) VM Engel* B Hogan** JG Ngcobo** MF Magugu** LM Molefi** VE Mphande* Y Shaik (Lead Independent Director)** * Non-Executive ** Independent Non-Executive CIRCULAR TO HCI SHAREHOLDERS 1 INTRODUCTION HCI has entered into an agreement with Mr Andre van der Veen, a director of various subsidiaries of HCI, in terms of which HCI will acquire 220,000 HCI Shares at a price of R per HCI Share, subject to the terms and conditions referred to in paragraphs 3 and 4 below. The purpose of this Circular is to provide HCI Shareholders with relevant information relating to the Specific Repurchase, and to give notice convening the General Meeting in order to consider and, if deemed fit, pass, with or without modification, the resolutions, as set out in the notice of the General Meeting, to approve and implement the Specific Repurchase. 2 RATIONALE FOR THE SPECIFIC REPURCHASE The Directors consider it opportune to acquire the Repurchase Shares and believe that the Repurchase Consideration (which represents a 6.3% and 4.8% discount to the closing price of HCI shares on the JSE and 30 day VWAP, respectively, immediately preceding the date of the Share Buy-Back Agreement) is an attractive price at which to acquire HCI Shares. The Specific Repurchase will be earnings accretive to HCI Shareholders and the Directors believe that the Specific Repurchase is an efficient use of HCI s excess cash. 3 TERMS OF THE SPECIFIC REPURCHASE The purchase of the Repurchase Shares and the payment of the Repurchase Consideration, which is to be discharged in cash from the Company s existing resources, will take place on the third Business Day after the fulfilment of the last of the conditions precedent referred to in paragraph 4 below. Page 11

12 The Repurchase Shares will be cancelled, in accordance with the Companies Act, and their listing on the JSE terminated on, or as soon as possible thereafter. Following the Specific Repurchase, HCI will hold 11,000,000 HCI Shares as treasury shares. The Specific Repurchase will be applied against HCI s reserves and not contributed tax capital. Accordingly, the Repurchase Consideration will subject to withholding tax which will not be payable as HCI s unutilised STC credits exceed the Repurchase Consideration. Mr Andre van der Veen is a director of various subsidiaries of HCI, and is consequently, in terms of the Listings Requirements, a related party to HCI. In terms of section 48 of the Companies Act and paragraph 5.69 of the Listing requirements, a special resolution of the Company must be passed by HCI Shareholders (excluding Mr van der Veen) in order to implement the Specific Repurchase. 4 CONDITIONS PRECEDENT 4.1 The Specific Repurchase is subject, inter alia, to the fulfilment or waiver of the following conditions precedent prior to 31 March 2014 (or such later date as HCI and Mr Andre van der Veen agree in writing): the passing by HCI Shareholders of the resolutions required to authorise, approve and implement the Specific Repurchase in terms of the Companies Act, the MOI and the Listings Requirements; and the obtaining of such regulatory approvals as may be necessary in respect of the Specific Repurchase. 5 ADEQUACY OF CAPITAL 5.1 The Directors have considered the impact of the Specific Repurchase and are of the opinion that: the provisions of section 4 and section 48 of the Companies Act have been complied with; the HCI Group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of approval of this Circular; the assets of the HCI Group will be in excess of its liabilities for a period of 12 months after the date of approval of this Circular, where for this purpose, the assets and liabilities are recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements of the HCI Group; the share capital and reserves of the HCI Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of this Circular; and the working capital of HCI Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of this Circular. 5.2 Furthermore: in terms of section 46(1)(a)(ii) of the Companies Act and the Listings Requirements, the Board has, by resolution, authorised the Specific Repurchase; in terms of section 46(1)(b) of the Companies Act, it reasonably appears that HCI will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase; and in terms of section 46(1)(c) of the Companies Act, the Board has, by resolution, acknowledged that it has applied the Solvency and Liquidity Test as set out in section 4 of the Companies Act, and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase. 6 MAJOR BENEFICIAL SHAREHOLDERS To the best of HCI s knowledge and belief, the following major beneficial shareholders were, as at the Last Practicable Date, directly or indirectly, the beneficial owners of 5% or more of the issued share Page 12

13 capital of HCI: Shareholder Direct number of shares held Indirect number of shares held Percentage of issued share capital Sactwu and associated entities 34,466, % M.J.A Golding 8,644, % Total 43,111, % 7 MATERIAL CHANGES Other than the specific acquisition by Squirewood Investments 64 Proprietary Limited (a wholly owned subsidiary of HCI) from Sactwu of up to HCI Shares in exchange for ordinary shares in Sabido Holdco, and the specific repurchase by HCI from Sactwu of a further HCI Shares for a cash consideration of R per HCI Share, there are no other material changes in the financial or trading position of HCI Group since the end of the last financial period, being 31 March 2013, up to and including the Last Practicable Date. The effective date of the specific acquisition of HCI Shares from Sactwu by Squirewood Investments 64 Proprietary Limited and the specific repurchase by HCI of a further HCI Shares was Thursday, 3 October The details of the aforementioned transactions are set out in the circular to HCI Shareholders dated 21 June DIRECTORS 8.1 DIRECTORS INTERESTS The Directors interests in HCI Shares, as at the Last Practicable Date, are as follows: Director Direct beneficial Indirect beneficial Percentage of total issued share capital (%) Executive Directors Marcel Jonathan Anthony Golding 7,273,081 1,371, % John Anthony Copelyn 5,426, % Theventheran Govindsamy Govender (Kevin) 159,329 17, % Non-Executive Directors Virginia Mary Engel 2, % Mimi Freddie Magugu Jabulani Geffrey Ngcobo Barbara Hogan Lynette Moretlo Molefi - - Velaphi Elias Mphande 10, % Yunis Shaik Total 12,871,441 1,388, % At the Last Practicable Date, none of the Directors (and their associates), including previous Directors of the Company who had resigned in the 18 months prior to the Last Practicable Date, had a material beneficial interest in the transactions entered into by HCI other as a result of their shareholdings in HCI as disclosed above. 9 SHARE CAPITAL The table below sets out the authorised and issued share capital of HCI before and after the Specific Repurchase: R 000 Page 13

14 Share capital as at the Last Practicable Date - Before the Specific Repurchase Authorised share capital ordinary shares with a par value of R0.25 each 112,500 Issued share capital ordinary shares with a par value of R0.25 each 29,967 Share premium Treasury shares ordinary shares with a par value of R0.25 each 2,750 Issued share capital net of treasury shares ordinary shares with a par value of R0.25 each 27,217 Share capital as at Last Practicable Date - After the Specific Repurchase Authorised share capital ordinary shares with a par value of R0.25 each 112,500 Issued share capital ordinary shares with a par value of R0.25 each 29,912 Share premium Treasury shares ordinary shares with a par value of R0.25 each 2,750 Issued share capital net of treasury shares ordinary shares with a par value of R0.25 each 27, FINANCIAL EFFECTS The table below sets out the pro forma financial effects of the Specific Repurchase on the earnings, diluted earnings, headline earnings and diluted headline earnings per HCI Share for the year ended 31 March 2013 and the net asset value and tangible net asset value per HCI Share at that date. The pro forma financial effects have been prepared in accordance with the Listings Requirements, the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants, ISAE 3420 and the measurement and recognition requirements of the International Financial Reporting Standards ( IFRS ). The accounting policies used to prepare the pro forma financial effects are consistent with those applied in the preparation of the financial statements for the year ended 31 March The pro forma financial effects have been prepared for illustrative purposes only, in order to provide information on how the Specific Repurchase may have affected the financial results and position of a HCI Shareholder and, because of their nature, may not give a true reflection of the actual financial effects of the Specific Repurchase. The pro forma financial effects are the responsibility of the Directors. Per HCI Share Before the Specific Repurchase (Cents) 1 After the Specific Repurchase (Cents) 2 % Change Notes Earnings 1, , % 3, 4 Diluted earnings % 3, 4 Headline earnings 1, , % 3, 4 Diluted headline earnings % 3, 4 Net asset value 10, , % 5, 6, 7 Tangible net asset value 8, , % 5, 6, 7 Weighted average number of HCI Shares in 110, , % issue ( 000) Diluted weighted average number of HCI 113, , % Shares in issue ( 000) Number of HCI Shares in issue ( 000) 107, , % Page 14

15 Notes to the pro forma financial effects 1. The Before the Specific Repurchase column reflects the earnings, diluted earnings, headline earnings, diluted headline earnings, net asset value and the tangible net asset value per HCI Share based on the pro forma financial effects disclosed in the circular to HCI Shareholders dated 21 June The After the Specific Repurchase column is based on the assumption that the 220,000 HCI Shares were acquired by HCI for a consideration of R per HCI Share with effect from 1 April 2012 for earnings, headline earnings, diluted earnings and diluted headline earnings per HCI Share purposes and a consideration of R per HCI Share as at 31 March 2013 for net asset value and tangible net asset value per HCI Share purposes. 3. The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per HCI Share are based on the following assumptions and information: - the Specific Repurchase was effective 1 April 2012 and the 220,000 HCI Shares were repurchased at R per HCI Share on this date in settlement of the purchase price; 4. Earnings have been decreased by the finance income forgone on the excess cash utilised to finance the Specific Repurchase. This amount has been calculated based on R27,517,470 and an approximate cash investment rate of prime less 4.5% (before tax). This effect is expected to be of a continuing nature. 5. The effects on net asset value and tangible net asset value per HCI Share are based on the following assumptions: - the Specific Repurchase was effective 31 March 2013 and the 220,000 shares were repurchased at R per HCI Share on this date in settlement of the purchase price; - the total estimated once-off transaction costs to be paid out of cash amount to R457,470 and will be written off against share premium. 6. Equity has been decreased by R27,517,470 reflecting the value of the HCI Shares repurchased in terms of the Specific Repurchase including the related transaction costs. 7. Cash and cash equivalents have been decreased by an amount of R27,517,470 to reflect the cash outflow required for the Specific Repurchase. The Specific Repurchase and the related transaction costs are assumed to be funded from existing cash balances. 8. The Independent Reporting Accountant s limited assurance report on the pro forma financial information is included in Annexure II to this Circular. 11 LITIGATION STATEMENT There are no legal or arbitration proceedings which may have, or have had in the past 12 months, a material effect on the financial position of HCI Group. HCI and its Subsidiaries are not aware of any other such proceedings that are pending or threatened. 12 COSTS OF THE SPECIFIC REPURCHASE The costs (exclusive of Value-Added Tax) of the Specific Repurchase are anticipated to be: Description Estimated amount (Rand) Investment bank and sponsor Investec Bank Limited Legal and other advisory fees Tabacks Independent reporting accountants report Grant Thornton South Africa Printing and related costs INCE JSE documentation fees Total Page 15

16 13 DIRECTORS RESPONSIBILITY STATEMENT The Directors, whose names are set out on page 11 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular in relation to HCI and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement in this Circular false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the Listing Requirements. 14 WORKING CAPITAL STATEMENT The Board has considered the effects of the Specific Repurchase and is of the opinion that subsequent to the implementation of the Specific Repurchase: HCI Group will be able to pay its debts in the ordinary course of business for a period of twelve months after the date of issue of this Circular; the assets of HCI Group will be in excess of its liabilities for a period of twelve months after the date of issue of this Circular. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the audited results of the Company; the capital and reserves of HCI Group will be adequate for its requirements for a period of at least twelve months after the date of issue of this Circular; and the working capital available to HCI Group will be sufficient for its requirements for a period of at least twelve months after the date of issue of this Circular. 15 CONSENTS The corporate law advisers, investment bank, reporting accountants, sponsor and transfer secretaries have consented in writing to act in the capacities stated in this document and to their names being stated in this document and in the case of the reporting accountants, reference to their report in the form and context in which it appears and have not withdrawn their consent prior to the publication of this Circular. 16 DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered office of HCI during normal office hours from 13 November 2013 to 13 December 2013: the MOI of HCI and its subsidiaries; the consolidated audited annual financial statements of HCI for the years ended 31 March 2011, 31 March 2012 and 31 March 2013; the consent letters referred to in paragraph 15 above; the independent reporting accountant s assurance report on the pro forma financial effects; this Circular; and the Share Buy-Back Agreement. By order of the Board JA Copelyn Chief Executive Officer TG Govender Chief Financial Officer 13 November 2013 Registered Office Block B, Longkloof Studios Darters Road, Gardens Page 16

17 Cape Town 8001 Page 17

18 ANNEXURE l PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME The pro forma financial effects of the Specific Repurchase are the responsibility of the Directors. The pro forma financial effects are presented in accordance with the Listings Requirements, the Guide on Pro Forma Financial Information issued by SAICA and the measurement and recognition requirements of International Financial Reporting Standards (IFRS). The accounting policies used to prepare the pro forma financial effects are consistent with those applied in the preparation of the financial statements for the year ended 31 March The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of HCI s financial performance or position post the implementation of the Specific Repurchase. The pro forma adjustments to the statement of comprehensive income have been calculated on the assumption that the Specific Repurchase was implemented on 1 April 2012, being the first day of the financial year ending 31 March 2013 and on the assumption that the Specific Repurchase was implemented on 31 March 2013 for the adjustments to the statement of financial position. The reporting accountant s report on the pro forma financial information appears in Annexure II to this Circular. The tables below set out the pro forma financial effects of the Specific Repurchase based on the audited annual financial results for the financial year ended 31 March 2013: Pro forma financial effects of the Specific Repurchase: Statement of comprehensive income Notes Before the Specific Repurchase (R 000) 1 Effect (R 000) After the Specific Repurchase (R 000) 2 Revenue Net gaming win Other income - - Group revenue Trading expenses ( ) ( ) EBITDA Depreciation and amortisation ( ) ( ) Investment income (1 238) Share of profit of associates and joint ventures Negative goodwill on acquisition of subsidiary Investment surplus Fair value adjustments of investment properties Other impairment reversals Fair value adjustments on financial instruments Profit / (Loss) on waiver of loan - - Impairment of assets ( ) ( ) Impairment of goodwill and investments ( 1 084) ( 1 084) Finance costs ( ) ( ) Profit before taxation (1 238) Taxation 3 ( ) 347 ( ) Profit for the year from continuing operations (892) Page 18

19 Discontinued operations ( 2 078) ( 2 078) Group profit (892) Minority interest ( ) ( ) Profit for the year (892) IAS 16 gains on disposal of property - - IAS 16 (gains) / losses on disposal of plant and equipment ( ) ( ) IAS 16 impairment of plant & equipment IFRS 3 Impairment of goodwill IFRS 3 Negative goodwill ( ) ( ) IFRS 3 Excess of fair value of assets of an associate - - IAS 28 gain on disposal of associates ( ) ( ) IAS 28 impairment of associates and joint ventures IAS 36 Impairment of assets - - IAS 36 Reversal of impairment of assets ( ) ( ) IAS 38 Impairment of intangible assets - - IAS 27 profit from disposal / part of subsidiary - - IAS 40 fair adjustment to investment property (463) (463) Other remeasurements and gains ( ) ( ) Re- measurements included in equityaccounted earnings of associates Headline earnings (892) Weighted average number of shares (000 s) - basic (220) Weighted average number of shares (000 s) - diluted (220) Earnings per HCI share (cents) 5 1, , Diluted earnings per HCI share (cents) Headline earnings per HCI share (cents) 5 1, , Diluted headline earnings per HCI share (cents) Notes to the pro forma financial effects statement of comprehensive income 1. The Before the Specific Repurchase column reflects the earnings, diluted earnings, headline earnings and diluted headline earnings per HCI Share based on the pro forma financial effects disclosed in the circular to HCI Shareholders dated 21 June The After the Specific Repurchase column is based on the assumption that the 220,000 HCI Shares were acquired by HCI for a consideration of R per HCI Share with effect from 1 April 2012 for earnings, headline earnings, diluted earnings and diluted headline earnings per HCI Share purposes. 3. Earnings have been decreased by the finance income forgone on the excess cash utilised to finance the Specific Repurchase. This amount has been calculated based on R27,517,470, being the cash outflow required for the Specific Repurchase and the related transaction costs amounting to R457,470, and an approximate cash investment rate of prime less 4.5% (before tax) including tax effects. This effect is expected to be of a continuing nature. 4. The weighted average number of shares in issue have been adjusted for the HCI Shares acquired in terms of the Specific Repurchase. Page 19

20 5. The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per HCI Share are based on the following assumptions and information: - the Specific Repurchase was effective 1 April 2012 and the 220,000 HCI Shares were repurchased at R per HCI Share on this date in settlement of the purchase price. Page 20

21 Pro forma financial effects of the Specific Repurchase: Statement of financial position Notes Before the Specific Repurchase (R 000 s) 1 Effect (R 000 s) After the Specific Repurchase (R 000 s) 2 Non-current assets Property, plant and equipment Investment properties Goodwill Intangible assets Intangible assets - mining Investments in associates Investments in joint ventures Other financial assets Deferred taxation Operating lease equalisation asset Finance lease receivables Non-current receivables Financial assets - - Current assets (27 517) Other Bank balances and deposits (27 517) Non-current assets held for sale Total assets (27 517) Equity and liabilities Capital and reserves (27 517) Equity attributable to equity holders of the parent (27 517) Minority interest Non-current liabilities Deferred taxation Long-term borrowings Operating lease equalisation liability Other Current liabilities Non-current liabilities held for sale Total equity and liabilities (27 517) Net asset value (27 517) Tangible net asset value (27 517) Page 21

22 Actual number of shares (000 s) (220) Net asset value per HCI share (cents) 6 10, (5.10) 10, Tangible net asset value per HCI share (cents) 6 8, (7.39) 8, Notes to the pro forma financial effects statement of financial position 1. The Before the Specific Repurchase column reflects the net asset value and the tangible net asset value per HCI Share based on the pro forma financial effects disclosed in the circular to HCI Shareholders dated 21 June The After the Specific Repurchase column is based on the assumption that the 220,000 HCI Shares were acquired by HCI for a consideration of R per HCI Share as at 31 March 2013 for net asset value and tangible net asset value per HCI Share purposes. 3. Cash and cash equivalents have been decreased by an amount of R27,517,470 to reflect the cash outflow required for the Specific Repurchase. The Specific Repurchase and the related transaction costs are assumed to be funded from existing cash balances. 4. Equity has been decreased by R27,517,470 reflecting the value of the HCI Shares repurchased in terms of the Specific Repurchase including the related transaction costs. 5. The total number of shares in issue has been adjusted for the HCI Shares acquired in terms of the Specific Repurchase. 6. The effects on net asset value and tangible net asset value per HCI Share are based on the following assumptions: - the Specific Repurchase was effective 31 March 2013 and the 220,000 HCI Shares were repurchased at R per HCI Share on this date in settlement of the purchase price; - the total estimated once-off transaction costs to be paid out of cash amount to R457,470 and will be written off against share premium. Page 22

23 ANNEXURE ll INDEPENDENT REPORTING ACCOUNTANT S ASSURANCE REPORT ON THE PRO FORMA FINANCIAL EFFECTS 7 November 2013 The Directors Hosken Consolidated Investments Limited Block B, Longkloof Studios Darters Road, Gardens, Cape Town 8001 Dear Sirs INDEPENDENT REPORTING ACCOUNTANT S ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION OF HOSKEN CONSOLIDATED INVESTMENTS LIMITED ( HCI OR THE COMPANY) We have completed our assurance engagement to report on the compilation of pro forma financial information of HCI by the directors. The pro forma financial information, as set out in paragraph 10 and Annexure 1 of the Circular to be dated on or about 13 November 2013, consists of the pro forma statement of financial position and pro forma financial statement of comprehensive income of HCI. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited ( JSE ) Listings Requirements. The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in the circular, on the Company s financial position as at 31 March 2013, and the Company s financial performance for the period then ended, as if the corporate action or event had taken place at 31 March 2013 and for the period then ended. Directors Responsibility for the Pro Forma Financial Information The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements as described in paragraph 10 and Annexure 1 of the Circular. Reporting Accountant s Responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Page 23

24 pro forma financial information. As the purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in paragraph 10 and Annexure 1 of the Circular. Consent This report on the pro forma statements of financial position is included solely for the information of the HCI shareholders. We consent to the inclusion of our report on the pro forma statement of financial position and the references thereto, in the form and context in which they appear. Yours faithfully Grant Thornton (Jhb) Inc. Ian Vorster Director Registration number 1994/001166/21 Registered Auditors Chartered Accountants (SA) 137 Daisy Street Sandown Johannesburg 2196 Page 24

25 HOSKEN CONSOLIDATED INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1973/007111/06) Share code: HCI ISIN: ZAE NOTICE OF GENERAL MEETING OF HCI SHAREHOLDERS All terms defined in the Circular, to which this notice of General Meeting is attached, shall bear the same meanings when used in this notice of General Meeting. Notice is hereby given to HCI Shareholders recorded in the Company s Register on Friday, 8 November 2013, that the General Meeting of the shareholders of HCI will be held at the offices of HCI, Block B, Longkloof Studios, Darters Road, Gardens, Cape Town, 8001, on Friday, 13 December 2013 at 10:00, to consider and, if deemed fit, pass, with or without modification, the special and ordinary and special resolutions set out hereunder. The record date for determining which shareholders of the Company are entitled to participate in and vote at the General Meeting is Friday, 6 December Accordingly, the last day to trade in order to be eligible to participate and vote at the General Meeting will be Friday, 29 November Please note that HCI intends to provide for participation by way of electronic communication to HCI Shareholders to participate in the General Meeting. In this regard, please read the notes at the end of this notice. RESOLUTIONS RELATED TO THE SPECIFIC REPURCHASE Special resolution - Specific authority for the acquisition by the Company of HCI Shares at a price of R per HCI Share Resolved as a special resolution that, the Company be and is hereby authorised, by way of a specific authority, in accordance with the applicable provisions of the Companies Act, the Listings Requirements and its Memorandum of Incorporation, to acquire HCI Shares currently owned by Mr Andre van der Veen for a consideration of R per HCI Share, and an aggregate consideration of R Once the specific repurchase has been completed, the HCI Shares acquired from Mr Andre van der Veen will be cancelled and restored to the authorised, but unissued, share capital of the Company. In terms of the Companies Act, the Company s Memorandum of Incorporation and the Listings Requirements, this resolution will be adopted with the support of not less than 75% of voting rights exercised on this resolution. Reason and effect of the special resolution The reason for and effect of the special resolution is to authorise the Company to acquire HCI Shares currently owned by owned by Mr Andre van der Veen by way of a specific repurchase in accordance with section 48 of the Companies Act, the MOI and paragraph 5.69 of the Listings Requirements. Page 25