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Classification in the general segment of the JSE Main Board
INSIMBI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB
ISIN: ZAE000116828
Main Board – General Segment
("Insimbi" or "the Company")
CLASSIFICATION IN THE GENERAL SEGMENT OF THE JSE MAIN BOARD
1. INTRODUCTION
Shareholders are hereby advised that Insimbi's application in relation to the classification in the General
Segment of the JSE Limited ("JSE") Main Board, has been approved by the JSE with effect from
Tuesday, 2 December 2025. Consequently, Insimbi will be classified as being listed in the General
Segment of the JSE from that date.
2. APPLICATION OF PARAGRAPH 4.62 OF THE JSE LRs
In terms of paragraph 4.62 of the JSE Listings Requirements ("JSE LRs"), classification in the General
Segment will allow the Company to apply the following:
2.1. The obligation to release a results announcement dealing with condensed financial statements
or annual financial statements/summary financial statements within three months does not
apply.
2.2. No fairness opinion is required for related party corporate actions and transactions, provided
the related party corporate action agreement must be open for inspection for a period of 14
days and the corporate action must be accompanied by a statement by the independent
members of the Board dealing with certain matters specified in the JSE LRs.
2.3. Subject to the restriction referred to in paragraph 3.3 and 3.4 below, in respect of a specific
authority to repurchase securities from parties other than related parties, no shareholders'
approval in terms of paragraph 5.69(b) of the JSE LRs is required provided it does not exceed
20% of the issuer's share capital in any one financial year.
2.4. Subject to the restriction referred to in paragraph 3.1 and 3.2 below, in respect of a general
authority to issue share for cash, no shareholders' approval is required, provided it does not
exceed 10% of the issuer's issued share capital, as at the date of each annual general meeting.
2.5. Subject to the restriction referred to in paragraph 3.3 below, in respect of a general authority to
repurchase securities, no shareholders' approval in terms of paragraph 5.72(c) of the JSE LRs
is required.
2.6. A pre-listing statement is only triggered for share issuances exceeding 100% over a three-
month period.
2.7. Two years' historical financial information is required for the subject of a category 1 transaction.
2.8. The preparation of pro forma financial information is not required for transactions and corporate
actions, but rather a detailed narrative must be provided on the impact of the
transaction/corporate action on the financial statements.
2.9. Shareholders' approval and a circular are not required for transactions by a subsidiary that is
listed on the JSE.
2.10. The category 1 percentage ratio is 50% or more, which increases the category 2 threshold
accordingly.
2.11. The material shareholder definition percentage ratio is 20%.
2.12. The small-related party transaction percentage ratio is less than or equal to 10%, but exceeds
3%.
3. RESTRICTIONS IN ISIMBI'S MOI
Shareholders are further advised that, save as set out below, there are no provisions in the Company's
memorandum of incorporation ("MOI") that prohibit or limit the application of the General Segment
provisions in paragraph 4.62 of the JSE LRs:
3.1. Clause 4.3.1:
"Notwithstanding section 38, or anything contained in this MOI to the contrary, Shareholders in
general meeting may by Special Resolution authorise the Directors to issue unissued Shares
and to grant options to subscribe for unissued Shares as the Directors in their discretion may
deem fit, provided that such corporate actions have been approved by the JSE (if necessary)
and comply with the Listings Requirements and the Companies Act."; and
3.2. Clause 4.3.2.5:
"Shares issued for cash pursuant to a general or specific approval given by the Shareholders
in general meeting." and
3.3. Clause 8.1:
"The Board may, with the approval of a Special Resolution of the Shareholders, determine
that:
8.1.1 - the Company will acquire a number of its own Shares; or
8.1.2 - a Subsidiary of the Company will acquire a number of Shares in the Company, subject
to the provisions of section 48 and the Listings Requirements, provided that a pro rata
repurchase by the Company of Shares from all Shareholders will not require Shareholder
approval other than in circumstances contemplated in article 8.2." and
3.4. Clause 8.2
"A decision by the Board contemplated in article 8.1:
8.2.1.1- must be approved by a Special Resolution of the Shareholders if any Shares are to be
acquired by the Company from a Director or Prescribed Officer of the Company; and
8.2.1.2 - is subject to the requirements of sections 114 and 115 if, considered alone or together
with other transactions in an integrated series of transactions, it involves the acquisition by the
Company of more than 5% (five per centum) of the issued Shares of any particular class of the
Company's Shares."
4. CONTINUING APPLICATION
4.1. The provisions of paragraph 4.62 of the JSE LRs, as set out above, have the specified different
application to the General Segment, with the remainder of the provisions of the JSE LRs
continuing to apply to Insimbi.
4.2. Furthermore, where applicable, all current authorities as approved by shareholders at the
Company's 2025 annual general meeting will remain in force until the next annual general
meeting, after which the new requirements will apply.
Johannesburg
1 December 2025
Sponsor
PSG Capital
Date: 01-12-2025 12:00:00
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