Transaction documents

Please read the following notice carefully before deciding whether to click on the link below.

The distribution of the information contained herein and on the pages that follow may be restricted by laws of certain jurisdictions, and therefore persons in such jurisdictions into which any document or other information referred to herein is released, published or distributed should inform themselves about and observe such restrictions. The information contained herein and on the pages that follow is not for publication or distribution, in whole or in part, directly or indirectly, in or into any jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under South African law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to subscribe for or buy securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

Important information for U.S. shareholders

The information contained herein and on the pages that follow has been prepared for purposes of complying with the Companies Act, No. 71 of 2008 (the Companies Act), the Companies Regulations, 2011 made in terms of sections 120 and 223 of the Companies Act and the JSE Limited Listings Requirements in South Africa. The information disclosed may not be the same as that which would have been disclosed had the information and documents been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa.

The securities referred to herein, and on the pages that follow, to be issued pursuant to the offer referred to herein and the pages that follow (the Offer) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or under any laws or with any securities regulatory authority of any state, district or other jurisdiction of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States. The information contained herein and on the pages that follow does not constitute an offer to sell or solicitation of an offer to subscribe for or buy any of the securities referred to herein in the United States. Further details on which U.S. shareholders and other shareholders are eligible to receive the securities referred to herein and on the pages that follow, and on the procedural steps required to be taken by such persons to so receive such shares, as well as the procedures for those U.S. shareholders and other shareholders who do not qualify to receive such shares, will be set forth in the documentation pertaining to the Offer.

Neither the U.S. Securities and Exchange Commission (SEC), the securities regulatory authority of any state or of any other U.S jurisdiction nor any U.S. state securities commission has approved or disapproved of the securities referred to herein and on the pages that follow to be issued in connection with the Offer, or determined if the information contained on the pages that follow is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The Offer will be made in the United States in accordance with the requirements of Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) or pursuant to exemptions from Regulation 14E and the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act, and otherwise in accordance with the requirements of South African law. Accordingly, the Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. The financial information that may be contained in the pages that follow and in the Offer documentation has been prepared in accordance with the International Financial Reporting Standards (IFRS) and thus may not be comparable to financial information of companies in the United States or companies whose financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP).

By proceeding and clicking “Accept”, you represent that you agree to the foregoing and are not present in any jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under South African law.

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