TONGAAT HULETT LIMITED - Suspension of listing of shares at request of the Company

Suspension of listing of shares at request of the Company

Tongaat Hulett Limited
Registration number 1892/000610/06
Share code: TON
ISIN ZAE000096541
(“Tongaat Hulett” or the “Company”)



SUSPENSION OF LISTING OF SHARES AT REQUEST OF THE COMPANY

Introduction

Due to the announced delay in the publishing of the Company’s financial statements and the continuing
review into past financial practices and following further discussions with the JSE Limited and the
Company’s auditors, forensic investigative team, legal advisors and management, the Board has
requested that the JSE suspend the listing of the Company’s securities with immediate effect.

The JSE has granted this request, and accordingly the listing of the Company’s securities on the JSE has
been suspended. The listing of the securities on the London Stock Exchange, on which the Company
has a secondary listing, has also been suspended.

The Board is aiming to:

    -   publish the audited consolidated financial statements for the year ended 31 March 2019 (“March
        2019 Financial Statements”) by the end of October 2019; and

    -   reinstate the listings at that point in time, or, possibly, at an earlier point in time at which
        sufficiently reliable information can be released.

At the same time, the Company is continuing to formulate its ongoing strategic review and
comprehensive turnaround strategy entailing, inter alia, cost reductions, possible sales of certain assets,
restructuring of operations and improvements in operating performance.

Rationale for request for suspension of listing of shares

Shareholders were advised in the announcement of 31 May 2019 that the Board has concluded that the
Company's audited consolidated financial statements for the year ended 31 March 2018 (“March 2018
Financial Statements”) will need to be restated, and that the financial information therein should not be
relied upon.

The Board has now reached a conclusion that the need to restate the March 2018 Financial Statements,
and the consequential impact on the 30 September 2018 statement of financial position, renders reliance
on the unaudited interim results for the six months ended 30 September 2018 (“September 2018 Interim
Results”) no longer appropriate. This follows further discussions with the JSE and the Company’s
auditors, forensic investigative team, legal advisors and management.
Similarly, reliance on the Company’s Trading Statement for the twelve months ended 31 March 2019
(“February 2019 Trading Statement”) is no longer appropriate.

As the Board does not have the necessary degree of certainty to apportion the restatement across the
different financial periods, there is not currently sufficiently reliable information to enable the Board to
update the financial information in the September 2018 Interim Results or the February 2019 Trading
Statement with confidence.

Owing to the Board’s concern that there is insufficient information in the market to enable investors to
make informed decisions, the Board has voluntarily approached the JSE with a request for a suspension
of the listing of the Company’s securities. The JSE has granted this request, and accordingly the listing
of the Company’s securities on the JSE has been suspended. The listing of the securities on the London
Stock Exchange, on which the Company has a secondary listing, has also been suspended.

The Board’s primary objectives in requesting the suspension are:

-   to protect investors in circumstances where there is insufficient reliable financial information in the
    market on which informed decisions can be made, and accordingly a risk of speculative trading;

-   to allow management more time to support the completion of the forensic investigation and the
    restatements, in order to release the March 2019 Financial Statements, and to seek the reinstatement
    of the listings, as soon as reasonably possible;
.
-   to address any possibility of there being two levels of information in the market arising from the
    various processes necessary to be undertaken to restructure and reduce the Company’s debt; and

-   to allow the Company to complete the strategic review, implement remedial actions and accelerate
    the turnaround strategy.

This decision has not been taken lightly. Whilst the Board is conscious that some shareholders or
potential investors would prefer to retain the ability to buy and sell shares, the Board believes that the
temporary suspension is in the best interests of shareholders as a whole.

The Board views the suspension as a temporary measure until the Company is in a position to provide
sufficient further information to the market. It is expected that the suspension will be lifted no later than
the time of release of the March 2019 Financial Statements.

The Board continues to give matters its urgent attention and to engage with all relevant regulatory
bodies, including the JSE. A further announcement will be made as and when appropriate.

Tongaat


10 June 2019


Legal advisors
Bowman Gilfillan Inc.


Sponsor
Investec Bank Limited

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