Wrap Text
Distribution of Circular and Notice Convening a General Meeting of Cilo Cybin Shareholders
Cilo Cybin Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2022/320351/06)
Share code: CCC ISIN: ZAE000310397
("Cilo Cybin" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF CILO CYBIN
SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders of Cilo Cybin ("Shareholders") are referred to the Related Party Acquisition of Viable
Asset announcement ("Acquisition announcement") released on the Stock Exchange News
Service ("SENS") of the JSE Limited on Monday, 23 December 2024, regarding the potential
acquisition by the Company of a viable asset pursuant to the Special Purpose Acquisition Company
("SPAC") requirements of the Listings Requirements of the JSE Limited ("JSE").
1.2 As inter alia set out in the Acquisition announcement the Company had entered into a share
purchase agreement ("Agreement") with the shareholders of Cilo Cybin Pharmaceutical
Proprietary Limited ("CC Pharmaceutical" or "CCP") ("Sellers") on 23 December 2024.
1.3 In terms of the Agreement, the Company will acquire all the issued shares in CC Pharmaceutical
("Sale Shares") from the Sellers for an aggregate purchase consideration of R845 million
("Purchase Consideration"), to be settled through the issue of Cilo Cybin shares as set out in the
Acquisition announcement ("the Acquisition").
1.4 The Acquisition, which constitutes a related party transaction and a reverse take-over for the
Company in terms of the JSE Listings Requirements, requires a circular to Shareholders
("Circular") containing, inter alia, revised listing particulars, a fairness opinion on the Acquisition
prepared by an independent expert ("Independent Expert Opinion") and notice convening a
general meeting of shareholders ("Notice") ("General Meeting").
1.5 At the General Meeting Shareholders will also be required to vote on the following resolutions, inter
alia:
- amendment of the existing Memorandum of Incorporation ("MOI") by its replacement with the
new MOI to allow the Company to transfer to the General Segment of the Main Board; and
- Shareholders approve the issue of 5 820 866 Settlement Shares to Loan Account Holders at a
ratio of 1 share for every R4.00 owed, as detailed in the Circular.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are hereby advised that the Circular providing full details of the Acquisition, which includes,
inter alia, the report by the Independent Expert Opinion, the Notice, a form of proxy ("Proxy Form") and
other necessary forms to give effect to the Acquisition, has been distributed to Shareholders today, Monday,
11 August 2025. The Circular is also made available on the Company's website at www.cilocybin.com.
3. NOTICE OF GENERAL MEETING
3.1 Notice is hereby given that the General Meeting of Cilo Cybin Shareholders will be held at 10:00
on Wednesday, 10 September 2025, to be conducted by way of electronic communication to
consider and, if deemed fit, to approve, with or without modification, the resolutions set out in the
Notice ("Resolutions").
3.2 To this end, the Company has retained the services of Computershare Investor Services
Proprietary Limited ("Computershare") to remotely host the General Meeting on an interactive
electronic platform in order to enable remote participation by Shareholders or their proxies.
3.3 Shareholders are referred to the 'Action required by Shareholders' section of the Circular,
commencing on page 6 thereof, which sets out the details regarding electronic participation at the
General Meeting.
4. REDEMPTION
4.1 Pursuant to Cilo Cybin's listing as a SPAC, all Shares have been granted Redemption Rights in
terms of which, should a Shareholder decide to vote against the Acquisition and elect to exercise
its Redemption Right, such Redemption Right Shareholder will be paid the Redemption Price,
provided the acquisition of the Viable Assets is approved within a period of 36 months from the
date of listing.
4.2 The shareholdings of Shareholders who do not make an election to have their Redemption Right
Shares Redeemed or who vote in favour of the Acquisition, will remain unchanged.
4.3 Certificated Shareholders
4.3.1 If you intend to exercise your Redemption Right and have voted against the Acquisition,
you must complete the Form of Election and Surrender (green) and return it, together with
the Documents of Title representing all your Certificated Shares, to the Transfer
Secretaries at the address set out in such form, to be received by them by no later than
12:00 on the Redemption Right Record Date, being Friday, 26 September 2025.
4.3.2 If any Documents of Title have been lost or destroyed and the Redemption Right
Shareholder concerned produces evidence to this effect to the satisfaction of the Transfer
Secretaries and Cilo Cybin, then the Transfer Secretaries, subject to obtaining Cilo Cybin's
consent, may dispense with the surrender of such existing Documents of Title against
provision of an acceptable indemnity.
4.3.3 If you have surrendered your Documents of Title and completed Form of Election and
Surrender (green) with the Transfer Secretaries by 12:00 on the Redemption Right Record
Date, you will receive the Redemption Price in cash by way of EFT into your bank account
recorded by the Transfer Secretaries or the bank account nominated by you in the Form of
Election and Surrender (green), as the case may be, on the Redemption Right
Implementation Date.
4.4 Dematerialised Shareholders
4.4.1 Your Broker or CSDP is obliged to contact you in the manner stipulated in the Custody
Agreement concluded between you and your Broker or CSDP to ascertain what election
you wish to make in terms of your Redemption Right and thereafter to advise the Transfer
Secretaries of such election.
4.4.2 If you have not been contacted, and intend to exercise your Redemption Right and vote
against the Acquisition, you should contact your Broker or CSDP and furnish your Broker
or CSDP with instructions relating to your election.
4.4.3 If your Broker or CSDP does not obtain instructions from you regarding your election, your
Broker or CSDP will be obliged to act in accordance with the provisions contained in the
Custody Agreement concluded between you and your Broker or CSDP.
4.4.4 You must not complete the Form of Election and Surrender (green).
4.4.5 You will have your account held at your Broker or CSDP credited with the Redemption
Price due to you and debited with the Redemption Right Shares that have been
repurchased by Cilo Cybin on the Redemption Right Implementation Date.
5. ADDENDUM TO THE SHARE PURCHASE AGREEMENT
Shareholders referred to the announcement on 28 March 2025 released on SENS and are hereby advised
that on 25 July 2025, the Company and the shareholders of CC Pharmaceutical entered into an addendum
to the Agreement ("Addendum 2") to extend the date by which the conditions precedent to the Acquisition
are required to be fulfilled or waived, as the case may be ("Longstop Date"), from 29 August 2025 to
31 October 2025, or such earlier or later date as the parties to the Addendum may agree in writing.
6. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
6.1 Shareholders are referred to the table below setting out the important dates and times relating to
the Acquisition.
6.2 Capitalised terms set out in this paragraph 6 that are not otherwise defined, bear the meanings
ascribed to them in the Circular.
2025
Record date to determine which Shareholders are entitled to receive this Circular Friday, 1 August
Redemption Right Record Date Friday, 8 August
Circular distributed to Shareholders and notice convening the General Meeting
released on SENS on Monday, 11 August
Last day to trade in respect of the General Meeting Tuesday, 2 September
General Meeting Record Date Friday, 5 September
For administrative purposes only, Forms of Proxy to be lodged with Computershare
by 10:00 on Monday, 8 September
Forms of Proxy emailed to Computershare (for the attention of the chairperson of the
General Meeting) to be received via email and provided to the chairperson, at any
time before the proxy exercises any rights of the Shareholder at the General Meeting Wednesday, 10
on September
General Meeting to be held at 10:00 on Wednesday, 10
September
Redemption Right Exercise Date Wednesday, 10
September
Results of General Meeting and Finalisation announcement released on SENS on Wednesday, 10
September
Submission to CIPC of the notice of amendment in respect of the amendments to the Wednesday, 10
Existing MOI September
Redemption Right Open Date Wednesday, 10
September
Last day to trade for the Redemption Monday, 22 September
Expected date of receipt of approval of the New MOI from CIPC Thursday, 25 September
Redemption Ex-date Tuesday, 23 September
Expected date of issue of the Consideration Shares and Settlement Shares Friday, 26 September
Expected date of transfer of Cilo Cybin to the Main Board Friday, 26 September
Redemption Record Date Friday, 26 September
Closing Date Friday, 26 September
Redemption Right Implementation Date Friday, 29 September
Payment of Redemption Price to Certificated Shareholders and Dematerialised
Shareholders who have elected to exercise their Redemption Right and have voted
against the Acquisition Monday, 29 September
Notes:
1. The dates and times set out in the table above are subject to amendment which, subject to JSE approval, as the
case may be, will be released on SENS.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with
Computershare at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag
X9000, Saxonwold, 2132) or at proxy@computershare.co.za, to be received, for administrative purposes, by no
later than 10:00 on Monday, 8 September 2025; or (ii) thereafter emailed to Computershare at the
aforementioned email address (for the attention of the chairperson of the General Meeting) at any time before
the proxy exercises any rights of the Cilo Cybin Shareholder at such General Meeting.
3. Cilo Cybin Shareholders should note that, as trade in Cilo Cybin Ordinary Shares on the JSE is settled in the
electronic settlement system used by Strate, settlement of trades takes place three Business Days after the date
of such trades. Therefore, Cilo Cybin Shareholders who acquire Shares on the JSE after the voting last day to
trade, expected to be on Tuesday, 2 September 2025 and being the last day to trade in Cilo Cybin Ordinary
Shares so as to be recorded in the Register on the Voting Record Date, will not be entitled to vote at the General
Meeting.
4. Dematerialised Shareholders, other than those with Own-Name Registration, must provide their Broker or CSDP
with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their Broker or
CSDP in terms of their respective Custody Agreements between them and their Broker or CSDP.
5. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of Proxy
submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
6. All times referred to in this Circular are references to South African Standard Time.
Corporate Advisor and Designated Advisor
Merchantec Capital
Legal Advisor
Advaya Consulting
Auditors and Reporting Accountant
Nexia SAB&T
Independent Expert
BDO
Centurion
11 August 2025
Designated Advisor
Merchantec Capital
Date: 11-08-2025 04:22:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
