CROOKES BROTHERS LIMITED - Classification in the General Segment of the Main Board of the JSE Limited

Classification in the General Segment of the Main Board of the JSE Limited

Crookes Brothers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1913/000290/06)
Share code: CKS ISIN: ZAE000001434
Main Board – General Segment
("Crookes Brothers" or "the Company')

CLASSIFICATION IN THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED


1.      Introduction


The board of directors of Crookes Brothers is pleased to announce that the
Company's application to transfer its listing to the General Segment of the Main
Board of the JSE Limited ("JSE") has been approved by the JSE with effect from
Wednesday, 4 December 2024. Consequently, Crookes Brothers will now be classified
as being a primary issuer listed in the General Segment of the JSE list.

2.      Application of Listings Requirements – General Segment

In terms of paragraph 4.59 of the listings requirements of the JSE ("Requirements")
classification in the General Segment allows Crookes Brothers to apply the following:


•    Shareholder approval is not required for a general authority to repurchase
     shares in terms of paragraph 5.72 of the Requirements;
•    Shareholder approval is not required for a specific authority to repurchase
     shares in terms of paragraph 5.69 of the Requirements, subject thereto that no
     related parties are involved and the repurchase does not exceed 20% of shares
     in issue in any one financial year;
•    Fairness opinions are not required for related party corporate actions and
     transactions, with more focus being placed on governance arrangements and
     transparency and the exclusion from voting of related parties and their
     associates;
•    Issuers are only required to prepare annual reports within four months of their
     financial year end, with no obligation to release results announcements within
     three months;
•    The preparation of pro forma financial information is not required for
     transaction/corporate actions, but rather a detailed narrative on the impact of
     the transaction/corporate action on the financial statements must be provided;
•    The percentage ratio (consideration measured against market capitalisation or
     dilution) for category 1 transactions is 50% or more. Category 2 Requirements
     will be applicable for transactions with percentage ratios of between 5% and
     50%;
•    Shareholder approval and a circular is not required for transactions by a
     subsidiary that is listed on the JSE;
•    Only two years' audited historical financial information is required to be
     disclosed on the subject of a category 1 transaction;
•    The percentage ratio to determine small-related party transactions is 3% and
     less than or equal to 10%;
•    A material shareholder for related party classification purposes is a shareholder
     holding 20% or more of the issued shares of the company; and
•    A pre-listing statement is required only for share issuances exceeding 100% of a
     company's shares in issue over a three-month period.

Shareholders are reminded that the provisions applicable to companies in the
General Segment only have the specified different application as stated and the
remainder of the provisions of the Requirements continue to apply.

3.     Issues of shares for cash

In terms of its Memorandum of Incorporation Crookes Brothers is prohibited from
applying the provisions of paragraph 4.59(b) of the JSE Listings Requirements that
provides for an automatic annual rolling general authority to issue shares for cash,
representing up to 10% of the issuer's issued share capital, without shareholder
approval.

3 December 2024
Umhlanga Ridge

Sponsor
Questco Corporate Advisory Propriety Limited

Date: 03-12-2024 09:00:00
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