Bauba Resources Limited

Raubex Group Limited

Incorporated in the Republic of South Africa

(Incorporated in the Republic of South Africa)

(Registration number: 1986/004649/06)

(Registration number: 2006/023666/06)

Share code: BAU ISIN: ZAE000145686

Share code: RBX ISIN: ZAE000093183

("Bauba")

("RBX")

JOINT FINALISATION ANNOUNCEMENT

Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms herein have the meanings given to them in the combined offer and delisting circular distributed to Shareholders on Wednesday, 6 July 2022 ("Circular").

1. Introduction

Shareholders are referred to the:

  1. joint Firm Intention Announcement released on SENS on Tuesday, 21 June 2022 wherein they were advised of RBX's firm intention (through its subsidiary, Raubex Proprietary Limited ("Raubex")) to make a general offer to acquire all the remaining Shares it does not already own, for a cash consideration of R0.42 per Share; and the Delisting of the Shares from the JSE if the Delisting Resolution is approved by Eligible Shareholders, or, if the Delisting Resolution is not approved, in terms of paragraph 1.17(a) of the Listings Requirements should Raubex be able to invoke the provisions of section 124 of the Companies Act;
  2. joint announcement regarding the posting of the Circular and Notice of General Meeting released on SENS on Wednesday, 6 July 2022; and

iii.

joint results of General Meeting announcement released on SENS on Thursday,

4 August 2022.

  1. Issue of TRP Compliance Certificate
    Shareholders are reminded that the Offer was wholly unconditional and capable of acceptance from the Opening Date of the Offer at 09:00 on Thursday, 7 July 2022. However, settlement of any acceptances by Eligible Shareholders of the Offer will only be undertaken by Raubex once the TRP has issued a Compliance Certificate in respect of the Offer.
    Shareholders are advised that the TRP has today issued a Compliance Certificate in respect of the Offer in terms of section 119(4)(b) of the Companies Act. Raubex will accordingly proceed with settlement to Eligible Shareholders who have accepted the Offer. Furthermore, Bauba will be delisted from the Main Board of the JSE with effect from the commencement of trade on Tuesday, 23 August 2022.
  2. Important Dates and Times
    Shareholders are reminded of the important dates and times in relation to the Offer and Delisting, which are set out in the table below:

2022

Earliest Payment Date from

Friday, 5

August

Finalisation announcement published in the press on

Monday, 8

August

Last Day to Trade for Shareholders wishing to accept the

Tuesday, 16 August

Offer

Suspension of the listing of the Shares at the

Wednesday, 17 August

commencement of trade on the JSE on

Record Date for Offer on

Friday, 19 August

Closing Date of the Offer at 12:00 on

Friday, 19

August

Results of Offer to be announced on SENS on

Monday, 22

August

Latest Payment Date on

Monday, 22

August

Termination of the listing of the Shares at commencement

Tuesday, 23

August

of trade on the JSE on

Notes:

  1. Certificated Shareholders are required to complete and return the Form of Acceptance (blue) attached to the Circular in accordance with the instructions contained therein to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date.
  2. No Dematerialisation or rematerialisation of Shares will take place between the trading ex-date, Wednesday, 17 August 2022 and the Record Date for the Offer, Friday, 19 August 2022 (both days inclusive).
  3. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Persons who acquire Shares after close of trade on Tuesday, 16 August 2022 will not be eligible to accept the Offer.
  4. Eligible Shareholders should note that acceptance of the Offer will be irrevocable.
  5. All times referred to in this announcement are references to South African Standard Time.
  6. In accordance with regulation 102(12) of the Takeover Regulations read with section 121 of the Companies Act, the Offer Consideration must be settled within six Business Days after acceptance thereof by a Shareholder (following the receipt of the Compliance Certificate from the TRP). Accordingly, the latest Payment Date will be by no later than Monday, 22 August 2022.

4. Payment in respect of the Offer

Certificated Shareholders who accept the Offer, will be paid within six Business Days of the later of: (i) the TRP having issued a Compliance Certificate in respect of the Offer, being Friday, 5 August 2022; and (ii) the date on which such Certificated Shareholders forward both:

(a) the Form of Acceptance (blue); and (b) the Documents of Title, to the Transfer Secretaries.

Dematerialised Shareholders who accept the Offer, will be paid within six Business Days after the later of: (i) the TRP having issued a Compliance Certificate in respect of the Offer, being Friday,

  1. August 2022; and (ii) the date on which the CSDP or Broker of such Dematerialised Shareholder

notifies the Transfer Secretaries of their acceptance of the Offer.

The Payment Date is from today, and in accordance with regulation 102(12) of the Takeover Regulations, the latest Payment Date is Monday, 22 August 2022.

5. Raubex Responsibility Statement

The Raubex Board accepts responsibility for the information contained in this announcement insofar as it relates to Raubex. To the best of its knowledge and belief, such information contained

herein is true and nothing has been omitted which is likely to affect the importance of such information.

6. Board and Independent Board Responsibility Statement

The Board and the Independent Board accepts responsibility for the information contained in this announcement insofar as it relates to Bauba. To the best of its knowledge and belief, such information contained herein is true and nothing has been omitted which is likely to affect the importance of such information.

Johannesburg

5 August 2022

Sponsor to Bauba

Legal advisor to Bauba

Financial advisor and sponsor to Raubex

Legal advisor to Raubex

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Raubex Group Ltd. published this content on 05 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2022 07:30:03 UTC.