26.4 WAIVER LETTER
The Takeover Regulation Panel
1st Floor, Building B
Sunnyside Office Park
32 Princess of Wales Terrace
Parktown
2193
Dear Sir
RE: APPLICATION FOR EXEMPTION: ABC HOLDINGS / XYZ HOLDINGS LIMITED- SALE OF SHARES AGREEMENT
We/I the undersigned: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Identity Number: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
do hereby state that:
1. I /We have been advised and made aware of the provisions of the Companies Act 71 of 2008 (“Act”) and the Companies Regulations 2011 (“Regulations) relating to the regulation of Affected Transaction, as defined in the Act.
2. We /I have been advised about the obligations of the parties to comply with the provisions of the Act and the Regulations in respect of Affected Transactions in order to ensure fairness to shareholders of regulated companies;
3 We/I have been advised of all the relevant provisions of the Act and the Regulations relating to this transaction and We/I hereby confirm that:
3.1 We/I have received sufficient information and advice to enable us/me, in sufficient time, to reach a properly informed decision on the merits of the transaction and how it affects us/ me as a shareholder;
3.2 We/I hereby waive our/my rights to receive a circular (including the fairness opinion and financial information) from the directors of the Company as required in terms of the Act and the Regulations, and confirm that sufficient disclosure of all the material facts in respect of the transaction has been made timeously, and we/I am satisfied with all the disclosures made to me in terms of the transaction;
3.3 We/ I hereby irrevocably consent to the Company and all the parties to the transaction being exempted from the provisions of the Act and the Regulations by the Takeover Regulation Panel from compliance with all the relevant provisions of the Act and the Regulations.
SIGNED ON XXXXXXXXXX AT XXXXXX
________________________________________
For and on behalf of
Authorised signatory