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Transfer to the General Segment of the Main Board of the JSE Limited
TRELLIDOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/015401/06)
Share Code: TRL
ISIN Code: ZAE000209342
Main Board – General Segment
("the Company" or "Trellidor")
TRANSFER TO THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED
1. INTRODUCTION
1.1. Shareholders are referred to the JSE Limited's ("JSE") decision to split its Main Board into a Prime
Segment and a General Segment ("Market Segmentation"), which came into effect in
September 2024.
1.2. The Market Segmentation forms part of the JSE's ongoing efforts to ensure that the bourse is fair,
efficient, transparent and competitive, with the General Segment providing small and mid-cap JSE
Main Board issuers with more bespoke listing requirements, whilst maintaining investor confidence
through disclosure and appropriate safeguards.
1.3. Following prudent consideration of the Market Segmentation framework and the benefits afforded to
issuers listed on the General Segment, including the significant cost savings and reduced
administrative burden, the Company's board of directors ("Board") resolved to apply to the JSE for its
listing to be transferred to the General Segment. The Board is pleased to announce that the Company's
application to transfer its listing to the General Segment has been approved by the JSE with effect
from Tuesday, 18 February 2025. Consequently, Trellidor will now be classified as being a primary
issuer listed on the General Segment of the JSE Main Board from such date.
2. APPLICATION OF PARAGRAPH 4.62 OF THE JSE LISTINGS REQUIREMENTS
In terms of paragraph 4.62 of the JSE Listings Requirements ("JSE LRs"), classification on the General
Segment will allow the Company to apply the following:
2.1. The obligation to release a results announcement dealing with condensed financial statements or
annual financial statements/summary financial statements within three months does not apply. Issuers
are only required to release the annual report (which includes the annual financial statement) through
a results announcement within four months.
2.2. No fairness opinion is required for related party corporate actions and transactions, provided the
related party corporate action agreement must be open for inspection for a period of 14 days and the
corporate action must be accompanied by a statement by the independent members of the Board
dealing with certain matters specified in paragraph 4.62 of the JSE LRs.
2.3. Subject to the restrictions referred to in paragraphs 3.1.2 and 3.1.3 below, in respect of a specific
authority to repurchase securities from parties other than related parties, no shareholders' approval in
terms of paragraph 5.69(b) of the JSE LRs is required provided it does not exceed 20% of the issuer's
share capital in any one financial year.
2.4. Subject to the restriction referred to in paragraph 3.1.3 below, in respect of a general authority to
repurchase securities, no shareholders' approval in terms of paragraph 5.72(c) of the JSE LRs is
required.
2.5. A pre-listing statement is only triggered for share issuances exceeding 100% over a three-month
period.
2.6. Two years' historical financial information is required for the subject of a category 1 transaction in
terms paragraph 8.4 of the JSE LRs.
2.7. The preparation of pro forma financial information is not required for transactions and corporate
actions, but rather a detailed narrative must be provided on the impact of the transaction/corporate
action on the financial statements.
2.8. Shareholders' approval and a circular are not required for transactions by a subsidiary of the issuer
that is listed on the JSE.
2.9. The threshold for the categorisation of a transaction as category 1, in terms paragraph 9.5(b) of the
JSE LRs is increased to a percentage ratio of 50%; accordingly, a transaction where the percentage
ratio is 5% or more, but less than 50%, will be categorised as a category 2 transaction.
2.10. The material shareholder definition percentage ratio is increased to 20%.
2.11. The threshold for the categorisation of a transaction as a small-related party transaction is increased
to a percentage ratio of less than or equal to 10% but exceeding 3%.
3. RESTRICTIONS IN TRELLIDOR MOI
3.1. Shareholders are advised that, save as set out below, there are no provisions in the Company's
memorandum of incorporation ("MOI") that prohibit or limit the application of the General Segment
provisions in paragraph 4.62 of the JSE LRs:
3.1.1. Clause 6.11.4 of the MOI prohibits the Company (subject to certain exceptions) from issuing shares
for cash without shareholder approval, either by way of a general authority or a specific authority.
Accordingly, the MOI prohibits Trellidor's application of paragraph 4.62(c) of the JSE LRs, which
would otherwise have permitted a general issuance of shares for cash, without shareholder
approval (subject to certain provisions), of up to 10% of the Company's issued share capital as at
the date of each annual general meeting ("AGM").
3.1.2. Clause 17.3.1 of the MOI, which limits Trellidor's application of paragraph 4.62(d) of the JSE LRs
in respect of a specific authority to repurchase securities, in that the Company must also obtain
shareholder approval for the acquisition of its own shares from a prescribed officer of the Company
or a person related to a prescribed officer, where such prescribed officer is not a related party in
terms of the JSE LRs.
3.1.3. Clause 17.3.2 of the MOI, which limits Trellidor's application of paragraphs 4.62(d) and (e) of the
JSE LRs in respect of a specific authority and/or a general authority to repurchase securities, in
that the acquisition by the Company of its own shares is, inter alia, subject to the approval of the
Company's shareholders by a special resolution; if, considered alone or together with other
transactions in an integrated series of transactions, it involves the acquisition by the Company of
more than 5% of the issued shares of any particular class of the Company's shares.
3.2. Accordingly, the Company's application of (i) paragraph 4.62(c) of the JSE LRs will be prohibited; and
(ii) paragraphs 4.62(d) and (e) of the JSE LRs will be limited as set out above, until such limitations
have been removed from the MOI.
4. CONTINUING APPLICATION
4.1. The provisions of paragraph 4.62 of the JSE LRs, as set out above, have the specified different
application to the General Segment, with the remainder of the provisions of the JSE LRs continuing to
apply to Trellidor.
4.2. Furthermore, where applicable, the existing general authorities provided by shareholders under the
Prime Segment at the Company's 2024 AGM will remain in force until the next AGM, after which the
relevant provisions of paragraph 4.62 of the JSE LRs will apply.
Durban
14 February 2025
Sponsor
PSG Capital
Date: 14-02-2025 10:00:00
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