Finalisation announcement in respect of scheme of arrangement: 
Finalisation announcement in respect of scheme of arrangement

NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/005744/06)
(JSE share code: NIV ISIN: ZAE000169553)
(“Niveus” or the “Company”)


FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT



Unless otherwise defined, all capitalised terms have the same meanings as defined in the Circular.

Niveus Shareholders are referred to the circular ("Circular") containing details of the offer by HCI Niveus Holdco 1 Proprietary
Limited (“HCI Offerco”) to acquire all of the ordinary shares of no par value in the share capital of Niveus, other than those held
by the Excluded Shareholders, by way of a single offer comprising:

-          the Scheme, as contemplated in section 114 of the Companies Act; and

-          if the Scheme is proposed, but fails to be implemented in accordance with its terms, the General Offer as contemplated in
           section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements.

Shareholders are further referred to the announcements released on SENS dated 4 December 2019, 14 January 2020 and
1 April 2020.

Shareholders are advised that the application for leave to apply to Court to have the Resolutions reviewed in accordance with
section 115(3)(b) and section 115(6) of the Companies Act has been withdrawn and that the Takeover Regulation Panel has
issued a compliance certificate in terms of section 121(b)(i) of the Companies Act in respect of the Scheme. The Scheme is now
unconditional.

The revised salient dates for the implementation of the Scheme and the Delisting are as follows:

    Scheme Last Day to Trade, being the last day to trade in order to be recorded in the                          Tuesday, 19 May 2020
    Register on the Scheme Consideration Record Date

    Suspension of the listing of the Shares at the commencement of trade on the JSE                             Wednesday, 20 May 2020

    Scheme Consideration Record Date, being the date on which Scheme Participants must                             Friday, 22 May 2020
    be recorded in the Register to receive the Scheme Consideration

    Scheme Implementation Date, being the date of implementation of the Scheme - payment                           Monday, 25 May 2020
    of the Scheme Consideration in terms of the Scheme and transfer of the Shares held by
    Scheme Participants

    Termination of the listing of the Shares at commencement of trade on the JSE                                  Tuesday, 26 May 2020

Notes:
1. 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. Therefore persons who acquire Shares on or prior to the Scheme Last Day to Trade, being
   Tuesday, 19 May 2020 will participate in the Scheme.
2. The share certificates in respect of Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
3. Niveus will continue operations as an unlisted entity.

Niveus Shareholders are reminded that a signed copy of the Circular and all annexures thereto are available for inspection during
normal office hours from 09:00 to 17:00 at the registered office of Niveus. The Circular is also available on Niveus’ website,
www.niveus.co.za.

The Niveus Board and the Niveus Independent Board established to consider the Scheme and the General Offer accept
responsibility for the information contained in this announcement to the extent that it relates to it. To the best of the knowledge
and belief of the Niveus Board and the Niveus Independent Board, the information contained in this announcement pertaining to
the Company is true and nothing has been omitted that is likely to affect the import of the information.


Cape Town
14 May 2020


Sponsor to Niveus
Investec Bank Limited

Legal adviser to Niveus
Edward Nathan Sonnenbergs Incorporated

Date: 14-05-2020 12:21:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.