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Finalisation Announcement Regarding Offer Becoming Unconditional And Delisting
CSG Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/011359/06) ARC Fund
Share Code: CSG an en commandite partnership, represented by
ISIN ZAE000184438 the General Partner
(“CSG” or “the Company”)
FINALISATION ANNOUNCEMENT REGARDING OFFER BECOMING UNCONDITIONAL AND
DELISTING
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed
to them in the Circular (as defined below) which was distributed to shareholders and made available on
the Company’s website at: https://csggroup.co.za/investor-documents/ on Thursday, 18 November
2021.
1. INTRODUCTION
CSG shareholders (“Shareholders”) are referred to the circular issued on Thursday, 18 November
2021 (“Circular”) regarding the offer by UBI General Partner Proprietary Limited (“General
Partner”), in its capacity as general partner of the ARC Fund (“ARC Fund” or the “Offeror”), which
holds a 24.8%* shareholding in the Company (including treasury shares) to acquire all of the ordinary
shares in the issued share capital of CSG (“Shares”) it does not already own, from all Shareholders
who wish to sell their Shares for a cash consideration of 35 cents per Share (the “Offer”), and the
proposed Delisting from JSE (“Delisting”).
The Offer and Delisting are collectively referred to as the “Transaction”.
* As noted in the Circular and as released on SENS in an announcement on 2 December 2021, the Shares
previously held by the ARC Fund portfolio company, Gemcap Proprietary Limited, were transferred to the
ARC Fund with effect from 1 December 2021 so that the ARC Fund is currently the direct shareholder of
the 24.8% interest.
2. FULFILLMENT OF CONDITIONS PRECEDENT
Further to the announcement released on SENS on Friday, 18 March 2022, wherein Shareholders
were advised that:
• the Competition Authorities granted their unconditional approval for the Transaction
on Monday, 14 March 2022; and
• the Offeror and the Company have confirmed that the condition set out in paragraph
2.4.1.3 of the Circular has been met, subject to the undertaking set out in
paragraph 2.12.4 of the Circular,
Shareholders are further advised the TRP has issued the compliance certificate on 28 March 2022
in respect of the Offer in accordance with section 121(b)(i) of the Companies Act.
Accordingly, all conditions precedent to the Offer, as set out in the Circular, have now been fulfilled
and the Offer has become wholly unconditional. The Transaction will be implemented in accordance
with its terms and the final salient dates and times (which remain unchanged from those
communicated on Friday, 18 March 2022) set out below.
3. FINAL SALIENT DATES AND TIMES
The Delisting of the Shares from the Main Board of the securities exchange operated by the JSE
will occur on Tuesday, 26 April 2022.
The Offer is expected to remain open until 12h00 on Friday, 22 April 2022.
Offeree Shareholders who have not accepted the Offer will remain as Shareholders of CSG in the
unlisted company, with tradability of their Shares being limited.
Offeree Shareholders who wish to accept the Offer should refer to paragraph 2, of the “Action
Required by Shareholders” section of the Circular set out on page 8 of the Circular. For the
avoidance of doubt, Offeree Shareholders who have already accepted the Offer need not take any
further action. Shareholders should also refer to page 9 of the Circular regarding settlement of the
Offer Consideration.
The final salient dates and times for the Transaction are as follows:
2022
Finalisation announcement published on SENS on Monday, 28 March
Date of lodging an application for the termination of listing of the Shares on
the JSE on Tuesday, 29 March
Finalisation announcement published in the South African press on Tuesday, 29 March
First date on which the Offer Consideration is to be sent by EFT to Offer
Participants who are Certificated Shareholders who have lodged their Form
of Acceptance and Transfer with the Transfer Secretaries on or prior to the
Offer being declared wholly unconditional on Tuesday, 5 April
First date on which Dematerialised Offer Participants are to have their
accounts with their broker or CSDP credited with the Offer Consideration on Tuesday, 5 April
Last day to trade to take up the General Offer on Tuesday, 19 April
Date of the suspension of the listing of the Shares on the JSE at the
commencement of trade on Wednesday, 20 April
General Offer record date on Friday, 22 April
Date on which Offer closes at 12h00 on Friday, 22 April
Results of the Offer released on SENS on Monday, 25 April
Last date on which the Offer Consideration is to be sent by EFT to Offer
Participants who are Certificated Shareholders who have lodged their Form
of Acceptance and Transfer with the Transfer Secretaries on or prior to the
last day to trade to take up the Offer on Monday, 25 April
Last date on which Dematerialised Offer Participants are to have their
accounts with their broker or CSDP credited with the Offer Consideration on Monday, 25 April
Results of the Offer published in the South African press on Tuesday, 26 April
Termination of the listing of the Shares at commencement of trade on the Tuesday, 26 April
JSE on
Notes:
1. All dates and times quoted are South African dates and times.
2. For purposes of being eligible to participate in the Offer, no Dematerialisation and
rematerialisation of the Shares may take place after the last day to trade in the Shares for
participation in the Offer being Tuesday, 19 April 2022. For the avoidance of doubt, Offer
Participants cannot Dematerialise or rematerialise once they have validly accepted the Offer.
3. The date of payment of the Offer Consideration will take place within six Business Days of the
later of the Offer being declared wholly unconditional and acceptance of the Offer by the Offer
Participant.
4. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to
them by EFT into the bank account nominated by them in the Form of Acceptance and Transfer
by no later than the Payment Date, being within six Business Days after the later of the Offer
being declared unconditional and the date on which the delivered Forms of Acceptance and
Transfer (blue) and Documents of Title have been processed by the Transfer Secretaries, with
the last Payment Date being the first Business Day after the Closing Date.
5. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or
Broker updated by no later than the Payment Date, being within six Business Days after the
later of the Offer being declared unconditional and the date on which the CSDPs or Brokers of
such Offeree Shareholders notify the Transfer Secretaries of their acceptance of the Offer, with
the last Payment Date being the first Business Day after the Closing Date.
4. THE INDEPENDENT BOARD AND CSG BOARD RESPONSIBILITY STATEMENT
The Independent Board and the Board (to the extent that the information relates to CSG), collectively
and individually, accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to CSG is true and this announcement does not omit anything that is likely to affect the
importance of such information.
5. OFFEROR RESPONSIBILITY STATEMENT
The Offeror (to the extent that the information relates to the Offeror) accepts responsibility for the
information contained in this announcement and certifies that, to the best of its knowledge and belief,
the information contained in this announcement relating to the Offeror is true and this announcement
does not omit anything that is likely to affect the importance of such information.
Pretoria
28 March 2022
Corporate Advisor to CSG: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor to CSG: CMS RMPartners Proprietary Limited
Legal Advisor to ARC Fund: Webber Wentzel
Date: 28-03-2022 10:11:00
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