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Proposed repurchase of treasury shares and posting of circular
Indequity Group Limited
Incorporated in the Republic of South Africa
Registration number 1998/015883/06
Share code: IDQ
ISIN Code ZAE000016606
(“Indequity” or “the Company”)
PROPOSED REPURCHASE OF TREASURY SHARES AND POSTING OF CIRCULAR
1. INTRODUCTION
At the date of this announcement, Indequity Specialised Insurance Limited (“Indequity Insurance”), a
wholly owned subsidiary of Indequity, holds 1 099 368 ordinary shares in the issued share capital of
Indequity (“Treasury Shares”). The Treasury Shares constitute 8.8% of Indequity’s issued ordinary
share capital and were repurchased over the past few years in terms of general authorities granted
annually to Indequity and Indequity Insurance by their respective shareholders.
Shareholders of Indequity (“Indequity Shareholders”) are advised that Indequity is proposing to
specifically repurchase the Treasury Shares in terms of section 48 of the Companies Act, 2008 (“Act”),
the Listings Requirements of the JSE Limited (“JSE”) and Indequity’s memorandum of incorporation
(“the Repurchase”).
2. POSTING OF THE CIRCULAR AND THE NOTICE OF SPECIAL GENERAL MEETING OF INDEQUITY SHAREHOLDERS
A circular to Indequity Shareholders containing the details of the Repurchase and incorporating a notice
of special general meeting and a form of proxy, was posted to Indequity Shareholders on Friday, 19
December 2014 (“Circular”).
Indequity Shareholders are advised that the Circular is immediately available on Indequity’s website:
www.indequity.com.
The purpose of the Circular is to provide Indequity Shareholders with information regarding the
Repurchase and to convene the special general meeting, to be held in the boardroom, First Floor,
Cascade House, Constantia Office Park, Corner 14th Avenue and Hendrik Potegieter Road, Constantia
Kloof on Wednesday, 21 January 2015 at 11h00, at which Indequity Shareholders can vote on the
special and ordinary resolutions (“Resolutions”) required to implement the Repurchase
3. TERMS OF THE REPURCHASE
3.1 Repurchase consideration
The Repurchase will be undertaken at the market value of the Treasury Shares on the date on which
the Repurchase is undertaken and the Treasury Shares are cancelled and delisted on the JSE. Based
on the market value of R5.90 per Indequity Share on 25 November 2014, the Repurchase consideration
will be approximately R6 486 271.
Application has been made to the JSE for the delisting of the Treasury Shares subsequent to the
Repurchase.
3.2 Fair and reasonable report
The independent expert’s fair and reasonable report, prepared by BDO Corporate Finance (Pty) Ltd, as
provided to the full board of Indequity in terms of section 48(8)(b) read with section 114 of the Act, is
attached as annexure 1 to the Circular. It was determined that, since the Repurchase is effectively an
intercompany transaction, the appointment of an independent board is not required.
3.3 Source of finds
The Repurchase will be funded out of the proceeds from a cash dividend declared by Indequity
Insurance to Indequity Insurance Holdings Limited (“Indequity Holdings”), a wholly owned subsidiary
of Indequity and the holder and beneficial owner of 100% of the issued share capital of Indequity
Insurance. Indequity Holdings in turn declared a cash dividend to Indequity.
3.4 Conditions precedent to the Repurchase
The Repurchase is subject to the fulfilment of the following conditions precedent:
- The approval by Indequity Shareholders at the special general meeting of the Resolutions
requirement to implement the Repurchase;
- None of the special resolutions are retracted or treated as a nullity; and
- The obtaining of all regulatory approvals, to the extent required.
3.5 Pro forma financial effects
As the Repurchase constitutes a repurchase of Treasury Shares, the Repurchase will have no financial
effect on the Company and, therefore, no pro forma financial effects have been presented.
3.6 Interests in Indequity shares
At the date of this announcement, Indequity Insurance held 1 099 368 Indequity Shares which Indequity
Shares are treated as treasury shares and are the subject of the Repurchase. Immediately following
the Repurchase, Indequity Insurance will not hold any Indequity Shares.
Indequity Insurance is a 100% subsidiary of Indequity.
3.7 Indequity and Indequity Insurance responsibility statement
The Indequity Board and the Indequity Insurance board, individually accept responsibility for the
information contained in this announcement and confirm that to the best of their respective knowledge
and belief that the information is true and does not omit anything likely to affect the importance of the
information.
4. SALIENT DATES AND TIMES
2014/15
Record date to be entitled to receive notice of the special general
meeting Friday, 12 December
Circular posted to Indequity Shareholders on Friday, 19 December
Last day to trade Indequity Shares in order to be eligible to participate
and vote at the special general meeting Friday, 9 January
Record date to be entitled to participate in and vote at the special
general meeting Friday, 16 January
Forms of proxy for the special general meeting must be received by
11:00 on Monday, 19 January
Last date and time for Indequity Shareholders to give notice to
Indequity objecting to the Resolutions approving the Repurchase, if the
Resolutions are proposed or, if proposed and not retracted or treated
as a nullity, by 11:00 on Wednesday, 21 January
Special general meeting to be held at 11:00 on Wednesday, 21 January
Results of the special general meeting released on SENS on or about Wednesday, 21 January
Cancellation and delisting of the Treasury Shares on Monday, 26 January
Last date for Indequity to send objecting Indequity Shareholders notice
of the adoption of the Resolutions approving the Repurchase if the Wednesday, 4 February
Resolutions are not retracted or treated as a nullity on
Last date for objecting Indequity Shareholders to demand that the
Company pay such objecting Indequity Shareholders fair value of all Wednesday, 4 March
their Indequity Shares held by such objecting Indequity Shareholders
Notes
1. These dates and times are subject to amendment. Any such amendment will be released on
SENS.
2. Copies of the Circular may be obtained in English only at the Company’s registered office and
KPMG Services (Pty) Ltd’s offices during normal business hours Friday, 19 December 2014 to
Wednesday, 21 January 2015.
Johannesburg
19 December 2014
Sponsor:
KPMG Services (Pty) Ltd
Date: 19/12/2014 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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