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Results of general meeting, update regarding offer, the delisting, re-domiciliation; and finalisation announcement
AFRICAN RAINBOW CAPITAL INVESTMENTS
LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number C148430)
JSE and A2X Share Code: AIL
ISIN: MU0553S00000
("ARCI" or "the Company" or "ARC
Investments")
AFRICAN RAINBOW CAPITAL PROPRIETARY K2025167229 (SOUTH AFRICA)
LIMITED PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2015/000394/07) (Registration number 2025/167229/07)
("ARC") ("ARC Subsidiary")
RESULTS OF GENERAL MEETING, UPDATE REGARDING THE OFFER, THE DELISTING AND
RE-DOMICILIATION; AND FINALISATION ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
1. INTRODUCTION
1.1 Holders of ordinary shares in ARCI ("Shareholders") are referred to the announcements on
SENS and ANS on Tuesday,18 March 2025 ("the Announcements") in which they were
advised of an offer by ARC and ARC Subsidiary (collectively the "Offerors") to acquire all
the issued ordinary shares in ARCI ("Shares") not already owned by the Offerors ("Offer")
subject to the terms and conditions set out in the Announcement, a proposed delisting of ARCI
from the exchanges operated by JSE Limited ("JSE") and A2X Markets Proprietary Limited
("A2X") ("Delisting"), and the proposed re-domiciliation of ARCI from Mauritius to South Africa
("Re-domiciliation").
1.2 Shareholders are also referred to the circular distributed to Shareholders on Monday, 7 April
2025, which includes full details of the Offer, Delisting and Re-domiciliation, and incorporates
the notice of General Meeting for Shareholders containing the resolutions required to approve
the Delisting and the Re-domiciliation ("Circular").
Capitalised words and terms contained in this announcement shall bear the meanings ascribed
thereto in the Circular.
2. RESULTS OF VOTING AT THE GENERAL MEETING
Shareholders are advised that at the General Meeting of Shareholders held today, Tuesday, 6 May
2025, entirely by electronic communication, all the resolutions required to approve the Delisting and
Re-domiciliation were passed by Shareholders entitled to attend and vote on the respective
resolutions with the requisite majorities.
The statistics of the General Meeting are as follows:
• Total number of Shares entitled to vote on:
o Ordinary Resolution Number 1: 513,952,773;
o Special Resolution Number 1: 1,517,995,138;
o Ordinary Resolution Number 2: 1,517,995,138; and
• Number of Shares that were represented at the General Meeting: 1,405,298,488, representing
92.58% of the total number of Shares, being 1,517,995,138.
For Against Total Shares voted Abstained
Resolutions Shares %* Shares %* Shares %** Shares %**
Ordinary Resolution
Number 1
Authority and approval for
the delisting in terms of
paragraphs 1.14, 1.15 and 376,065,765 93.82 24,786,638 6.18 400,852,403 77.99% 120,946 0.01
1.16 of the JSE Listings
Requirements and
removal of the Shares
from A2X
Special Resolution
Number 1
Re-domiciliation 1,380,320,834 98.24 24,762,756 1.76 1,405,083,590 92.56 214,898 0.01
Resolution
Ordinary Resolution
Number 2
General Authority of the 1,380,309,891 98.24 24,789,202 1.76 1,405,099,093 92.56 199,395 0.01
Directors
* as % of Shares voted.
** as % of total number of Shares entitled to vote.
3. UPDATE REGARDING THE OFFER, THE DELISTING, RE-DOMICILIATION AND FINALISATION
ANNOUNCEMENT
Shareholders are advised that all conditions precedent to the Offer and the Delisting as set out in
the Circular have been fulfilled and the Offer and the Delisting have become wholly unconditional.
Accordingly, the Offer and the Delisting will be implemented in accordance with the salient dates
and times set out below.
Shareholders who have not accepted the Offer will remain as Shareholders of ARCI and should note
the limited tradability of their Shares following the Delisting.
The Offer is open for acceptance until 12h00 (SA Time) on Friday, 23 May 2025.
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,
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. An
electronic version of the Circular is available on ARCI's website (https://www.arci.mu).
The Re-domiciliation is still subject to regulatory approvals required under the South African
Companies Act and the Mauritian Companies Act without conditions or subject to such conditions
as are approved by the Offerors. Remaining Shareholders will be advised when the Re-domiciliation
is implemented.
FINAL SALIENT DATES AND TIMES
The final salient dates and times for the Offer and Delisting are as follows:
2025
Results of the General Meeting released on SENS and ANS on Tuesday, 6 May
Publication of finalisation announcement relating to the Offer and
Tuesday, 6 May
Delisting released on SENS and ANS
Publication of finalisation announcement relating to the Offer and
Wednesday, 7 May
Delisting published in the South African press
Last day to trade in Shares in order to participate in the Offer on (refer to
Tuesday, 20 May
note 3 below)
Suspension of the listing of the Shares on the JSE and A2X with effect
Wednesday, 21 May
from the commencement of trade on
Date on which the Offer closes at 12:00 pm on Friday, 23 May
Record date on which Offeree Shareholders must hold Shares in order to
Friday, 23 May
accept the Offer
Results of the Offer announced on SENS and ANS on Monday, 26 May
Results of the Offer published in the South African press on Tuesday, 27 May
Payment of Offer Consideration to Offer Participants (refer to notes 4 and
Wednesday, 28 May
5 below)
Termination of the listing of the Shares at the commencement of trade on
Thursday, 29 May
the JSE and A2X on
Notes:
1. All dates and times in this announcement are local dates and times in South Africa.
2. Shareholders should note that acceptance of the Offer will be irrevocable.
3. 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, 20 May 2025. For the avoidance of doubt, Offer Participants cannot Dematerialise
or rematerialise once they have validly accepted the Offer.
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.
5. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or Broker
updated by no later than the Payment Date.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
6 May 2025
Corporate Advisor to ARCI: Deloitte Consulting Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor to ARCI: BLC Robert & Associates
Independent Expert: BDO Corporate Finance Proprietary Limited
Legal Advisor to the Offerors: Webber Wentzel
The contents of this announcement do not constitute legal advice or purport to
comprehensively deal with the legal, regulatory and tax implications of the Offer, Delisting, Re-
Domiciliation or any other matter relevant to each Shareholder. Shareholders are accordingly
advised to consult their professional advisers about their personal legal, regulatory and tax
positions regarding the Offer, Delisting, Re-Domiciliation or any other matter.
Date: 06-05-2025 05:45:00
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