WORKFORCE HOLDINGS LIMITED - Scheme Finalisation Date Announcement

Scheme Finalisation Date Announcement

WORKFORCE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/018145/06)
Share code: WKF  ISIN: ZAE000087847
("Workforce" or "the Company")

FORCE HOLDINGS PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
Registration number 1973/013522/07
("Force Holdings" or "the Offeror")


SCHEME FINALISATION DATE ANNOUNCEMENT


1. INTRODUCTION

   1.1   Workforce Shareholders are referred to:

         1.1.1    the various announcements released on the Stock Exchange News Service ("SENS") of
                  the JSE Limited ("JSE") (the last of which was released on SENS on 11 December 2024)
                  relating to Force Holdings' firm intention to make an offer to acquire, by way of a scheme
                  of arrangement ("Scheme") in terms of section 114(1) of the Companies Act, 2008 (Act 71
                  of 2008), as amended ("Companies Act"), all of the Workforce Shares from Shareholders,
                  save for:

                  1.1.1.1     111 216 111 Shares already directly held by Force Holdings; and

                  1.1.1.2     those Workforce Shares held by the Excluded Shareholders (who are regarded
                              as Concert Parties), which Shares comprise (i) 65 860 000 Shares owned
                              and/or controlled by Little Kittens Investments Proprietary Limited; (ii)
                              42 900 000 Shares owned and/or controlled by Verbicept Proprietary Limited;
                              (iii) 14 870 000 Shares owned by Pha Phama Africa Investments Proprietary
                              Limited; and (iv) 2 159 707 Shares held by Workforce Staffing Proprietary
                              Limited ("Treasury Shares"),

                  for a cash amount equal to R1.65 (or 165 cents) per Scheme Share; and

         1.1.2    the combined circular ("Circular") containing details of the Scheme and the termination of
                  the listing of all Workforce Shares on the Alternative Exchange of the JSE in terms of
                  paragraph 1.17(b) of the JSE Listings Requirements subject to the Scheme becoming
                  operative ("Delisting"), which was distributed to Workforce Shareholders on Wednesday,
                  13 November 2024.

   1.2   Unless expressly defined in this announcement, capitalised terms herein have the meaning ascribed
         to them in the Circular.

2. FULFILMENT OF SCHEME CONDITIONS

   2.1   Shareholders are hereby advised that following receipt from the Takeover Panel of the compliance
         certificate in terms of section 121(b) of the Companies Act, all Scheme Conditions, as set out in
         paragraph 4.3 of the Circular, have now been fulfilled.

   2.2   Shareholders are referred to the 'Important Dates and Times relating to the Scheme' section of the
         Circular for the salient dates and times relating to the Scheme and the Delisting.

3. RESPONSIBILITY STATEMENTS

   3.1   The Independent Board (to the extent that the information relates to Workforce) collectively and
         individually accept responsibility for the information contained in this announcement and certify that,
         to the best of their knowledge and belief, the information contained in this announcement relating
         to Workforce is true and this announcement does not omit anything that is likely to affect the
         importance of such information.

   3.2   The sole director of Force Holdings (to the extent that the information relates to Force Holdings and
         the Excluded Shareholders) accepts responsibility for the information contained in this
         announcement and certifies that, to the best of his knowledge and belief, the information contained
         in this announcement relating to Force Holdings and the Excluded Shareholders is true and this
         announcement does not omit anything that is likely to affect the importance of such information.


Johannesburg
4 February 2025

Corporate Advisor and Transaction Sponsor to Workforce
Merchantec Capital 

Legal Advisor to Workforce
Webber Wentzel

Legal Advisor to Force Holdings
ENS
Date: 04-02-2025 09:00:00
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