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Firm intention by Legae Peresec to make an offer to acquire AXL shares and the delisting of AXL
AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Share code: AXL ISIN: ZAE000221370
(“African Phoenix” or the “Company”)
FIRM INTENTION BY LEGAE PERESEC PROPRIETARY LIMITED TO MAKE AN OFFER TO ACQUIRE
AXL SHARES AND THE DELISTING OF AFRICAN PHOENIX
1. Introduction
Shareholders are referred to the update announcement released on SENS on 28 February 2020, wherein
shareholders were advised that:
1.1. The board of directors of African Phoenix (the “African Phoenix Board”) had resolved that, subject to
securing the requisite approval from its shareholders in a general meeting and the JSE approving the
Company’s delisting application, it would be in the best interests of the Company to seek a delisting of
the Company’s shares from the JSE (the “delisting”).
1.2. In compliance with the JSE Listings Requirement that the delisting must be accompanied by an offer
(that must be fair) to be made to holders of all the Company’s listed securities, being the A ordinary
shares (the “AXL shares”), the Company has procured a commitment from Legae Peresec Proprietary
Limited (“Legae Peresec” or the “offeror”) in terms of which, subject to the delisting being approved,
Legae Peresec will make a general offer to acquire all AXL shares from any shareholder who, post the
approval of the delisting, either cannot or does not wish to continue to hold AXL shares in an unlisted
structure (the “offer”).
1.3. The delisting and the offer will be implemented on the basis that shareholders will be afforded an
opportunity to either monetise their investment in African Phoenix shares at a fair price or to continue to
hold shares in African Phoenix in an unlisted environment.
1.4. The offer will be made in compliance with the relevant provisions of the JSE Listings Requirements and
Chapter 5 of the Companies Act 71 of 2008 (the “Companies Act”) and the Takeover Regulations
promulgated thereunder (the “Takeover Regulations”).
This announcement contains further details of the offer and the delisting and constitutes a firm intention
announcement in terms of Regulation 101 of the Takeover Regulations.
2. Information about the offeror
Legae Peresec is a 51% black owned financial services firm that collaborates with its clients and provides a
comprehensive range of trading, custodial and prime broking services. The business is a market leader in South
Africa.
3. Terms and conditions of the offer
The offer will be made in terms of section 117(1)(c)(v) of the Companies Act and Regulation 102 of the Takeover
Regulations and in terms of section 1.15(c) of the JSE Listings Requirements. The material terms of the offer to
be made by the offeror to all African Phoenix shareholders are as follows:
3.1. Offer consideration
The offer will be made for a cash consideration of 40 cents per African Phoenix share payable against
delivery of registered and beneficial ownership of the relevant AXL shares into the offeror’s name (the
“offer consideration”).
3.2. Conditions precedent to the offer
The offer remains conditional upon:
3.2.1. the African Phoenix Board resolving to proceed with the delisting and confirming that the
offer is fair;
3.2.2. receipt of all the relevant regulatory approvals; and
3.2.3. the delisting being approved by African Phoenix shareholders at a general meeting, in terms
of the JSE Listings Requirements.
4. Ability to proceed with the offer
The offeror has confirmed to the African Phoenix Board that the offeror has sufficient funds to fully satisfy the
cash offer commitment. The offeror has delivered an irrevocable unconditional confirmation in accordance with
Regulations 111(4) and 111(5) of the Takeover Regulations from The Standard Bank of South Africa that
sufficient funds are available to satisfy the cash offer commitment.
5. Legae Peresec mandatory offer
The offer, if accepted by shareholders holding at least 22 118 583 AXL shares, will result in Legae Peresec
acquiring AXL shares equal to or exceeding 35% of the issued share capital of African Phoenix. In consequence,
a mandatory offer at a price of 40 cents per AXL share will be triggered by Legae Peresec in favour of holders of
AXL shares.
The offer will, accordingly, be in fulfilment of the offer obligations imposed by both paragraph 1.15 of the JSE
Listings Requirements and the mandatory offer provisions of Chapter 5 of the Companies Act and the Takeover
Regulations.
6. The delisting
An application will be made to the JSE for the removal of the Company’s shares from the list maintained by the
JSE subject to:
6.1. the delisting being approved of by more than 50% of the votes of all shareholders present or represented
by proxy at a general meeting, excluding any controlling shareholder, its associates and any party acting
in concert, and any other party which the JSE deems appropriate, being cast in favour of such delisting
resolution (“delisting resolution”); and
6.2. the offer to accompany the delisting being verified by an independent expert acceptable to the JSE as
being fair.
7. Shareholdings in African Phoenix of the offeror, persons related to the offeror and/or persons acting in
concert with the offeror
The offeror has disclosed the following shareholdings in African Phoenix held by the offeror, persons related to
the offeror and/or persons acting in concert with the offeror:
Shareholder Number of shares % of issued shares
Legae Peresec 477 333 263 33.5
Total 477 333 263 33.5
8. Irrevocable undertakings to vote in favour of the delisting
Irrevocable undertakings to vote in favour of the delisting and not accept the offer have been received from the
following African Phoenix shareholders holding in aggregate 558 397 460 African Phoenix shares, representing
39.68% of all African Phoenix shares (excluding treasury shares) and 60.06% of African Phoenix shares
excluding treasury shares and shares held by the offeror.
% of issued
shares
(excluding
% of issued shares held
shares by the offeror
(excluding and treasury
Number of shares treasury shares) shares)
Zarclear Holdings Limited 335 435 546 23.84 36.08
Ancilla Capital Proprietary Limited 192 936 914 13.71 10.28
SBSA ITF SUI GENERIS LPFP H4 QHF 30 025 000 2.13 20.75
Total 558 397 460 39.68 60.06
9. The independent board and African Phoenix Board responsibility statement
The independent board and African Phoenix Board (to the extent that the information relates to African Phoenix)
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 African
Phoenix is true and this announcement does not omit anything that is likely to affect the import of such
information.
10. Offeror responsibility statement
The offeror and (to the extent that the information relates directly to the offeror) accepts responsibility for the
information contained in this announcement and certify 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 import of such information.
11. Appointment of the independent board and an independent expert
In accordance with the provisions of the Companies Act and the Takeover Regulations, an independent sub-
committee of the African Phoenix Board, comprising Koketso Mabe, Raisaka Ronald Masebelanga and Lungile
Ngakane (the “independent board”) was appointed to advise African Phoenix shareholders of the offer.
The independent board appointed Mazars Corporate Finance Proprietary Limited (“Mazars”) to provide the
independent board with its opinion as to whether the terms of the offer are fair and reasonable to African Phoenix
shareholders, in accordance with the Takeover Regulations and the JSE Listings Requirements.
Mazars’ full report, as well as the independent board’s opinion on the offer and offer consideration, will be
included in the circular to be posted to African Phoenix shareholders.
12. Circular posting date
A circular detailing the delisting and including a combined offer circular (containing full details in respect of the
offer and incorporating the independent board’s view of the offer and the offer consideration and the fair and
reasonable opinion prepared by Mazars) is in the process of being prepared. The circular will be posted to African
Phoenix shareholders within 20 business days of the date of this announcement.
Shareholders will be advised of the posting of the circular and the opening date of the offer by means of a SENS
announcement.
The offer will remain open for acceptance for at least 30 business days after the opening date of the offer.
23 April 2020
Transaction sponsor and corporate advisor to African Phoenix
Java Capital
Date: 23-04-2020 05:45:00
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