News

Trencor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/002869/06)
Share code: TRE
ISIN: ZAE000007506
(“Trencor” or the “Company”)

PROPOSED DELISTING AND VOLUNTARY WINDING-UP OF TRENCOR, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING AND DECLARATION OF A SPECIAL DIVIDEND

INTRODUCTION

Shareholders are advised that the board of directors of the Company (the “Board”) has resolved to propose to Shareholders the voluntary winding-up of the Company as contemplated in section 79(1)(a)(i) of the Companies Act, 2008 (“Companies Act”) and in accordance with sections 11.32 – 11.33 of the JSE Listings Requirements and section 80 of the Companies Act (the “Voluntary Winding-Up”), which will result in the delisting of Trencor Shares on the JSE and the winding-up and dissolution of Trencor.

The Voluntary Winding-Up is subject to Shareholder approval as well as the preparation, approval and publication of a Circular to Shareholders.

Shareholders are advised that the Circular, containing details of the Delisting and Voluntary Winding-Up and containing a Notice of a General Meeting to approve the relevant resolutions pertaining thereto, was distributed today, Thursday, 29 May 2025, to Shareholders registered as such on the record date, being Friday, 23 May 2025. The Circular is available on the Company’s website: www.trencor.net.

The capitalised terms used but not defined in this announcement shall bear the same meaning given to such terms in the Circular.

Shareholders are further advised that the Board has, in anticipation of the Voluntary Winding-Up, resolved to declare a special dividend of 90 cents per share to Shareholders in an aggregate amount of R156 181 208,40 (the “Special Dividend”), subject to certain conditions (the “Distribution Conditions”) as set out in the Circular being fulfilled.

TAXATION CONSIDERATIONS RELATING TO THE SPECIAL DIVIDEND AND VOLUNTARY WINDING-UP 

Neither the declaration of the Special Dividend nor the Voluntary Winding-Up will have any South African tax consequences for the Company such that it will, as a result of those actions, be required to pay tax other than the tax that may ordinarily arise for the Company as a registered taxpayer in South Africa.

The Circular contains a description of certain aspects of South African tax law relating to the Special Dividend and the Voluntary Winding-Up as it may pertain to Shareholders. It is not intended to be, nor should it be considered as, legal or taxation advice. Tax legislation is subject to frequent change and accordingly the comments set out in the Circular may be subject to change, possibly with retrospective effect. Shareholders should consult their own professional advisors with regard to the tax implications arising in respect of the Special Dividend and Voluntary Winding-Up. Shareholders who do not constitute a “resident” as defined in the Income Tax Act are advised to consult their own professional advisors to ascertain the tax treatment of the Special Dividend and the Voluntary Winding-Up in their country of tax residence, having regard, inter alia, to any applicable DTA between South Africa and their country of tax residence.

SARB APPROVAL

Trencor has obtained the requisite approval from the South African Reserve Bank for the delisting of the Trencor Shares on the JSE pursuant to the Voluntary Winding-Up, and is in the process of obtaining the requisite approval from the South African Reserve Bank for the Special Dividend, such approval being one of the Distribution Conditions.

NOTICE OF A GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders will be held electronically on Monday, 30 June 2025 at 09:00, to consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the Notice of a General Meeting attached to the Circular.

Shareholders are referred to the “Action required by Shareholders” section of the Circular, which contains information as to the action they need to take in regard to the General Meeting.

SALIENT DATES AND TIMES 

The salient dates and times relating to the General Meeting, Special Dividend, Delisting and Voluntary Winding-Up are set out below:

Notes:

1. All dates and times indicated above are South African Standard Time.
2. Forms of Proxy must be lodged with the Transfer Secretaries in accordance with the instructions provided in the Notice of a General Meeting attached to the Circular.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trade takes place three Business Days after such trade. Therefore, Shareholders who acquire Shares after the last day to trade in order to be recorded in the Register to vote will not be able to participate in and vote at, the General Meeting. Furthermore, share certificates for Shares may not be dematerialised or rematerialised after the last day to trade in order to be recorded in the Register to vote and the record date to participate and vote at the General Meeting (the General Meeting record date being included).
4. Furthermore, share certificates for Shares may not be dematerialised or rematerialised after the last day to trade and the Distribution Record Date (the Distribution Record Date being included).
5. The above salient dates and times may be amended to cater for the delayed fulfilment of any condition precedent.

Trencor Services Proprietary Limited
Secretaries

Sponsor
Investec Bank Limited

Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.

29 May 2025