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Posting of Circular and Notice of General Meeting
Capital Appreciation Limited
Incorporated in the Republic of South Africa
(Registration number 2014/253277/06)
Share code: CTA
ISIN: ZAE000208245
(‘CAPPREC”,"CTA" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcements released on the Stock Exchange News Service
("SENS") on 16 February 2017 and 17 March 2017 relating, inter alia, to the agreements which
have been concluded by CAPPREC, subject to certain conditions precedent, to acquire three
separate financial technology companies, namely (i) African Resonance Business Solutions
(Proprietary) Limited (“African Resonance”), (ii) Rinwell Investments (Proprietary) Limited
(“Rinwell”), the sole shareholder of Dashpay (Proprietary) Limited (“Dashpay”), and (iii) Synthesis
Software Technologies Proprietary Limited (“Synthesis”), (collectively referred to as “the
Transactions”).
The acquisition of African Resonance and the acquisition of Rinwell are inter-conditional and will,
on successful implementation, constitute the acquisition by CAPPREC of a Viable Asset (as such
term is defined in the Listings Requirements of the JSE). Additionally, the acquisition of Synthesis,
on successful implementation, will similarly constitute the acquisition by CAPPREC of a Viable
Asset.
2. Distribution of Circular
Shareholders are hereby advised that a circular containing, inter alia, details of African
Resonance, Rinwell, Dashpay, Synthesis and the Transactions, a notice of general meeting of
CAPPREC shareholders (“General Meeting”) and forms of proxy was posted to shareholders today
and is available on CAPPREC’s website at www.capitalappreciation.co.za (the “Circular”).
In addition, copies of the Circular will be available, in English only, during normal business hours
from 31 March 2017 until 5 May 2016 (both days inclusive) at the registered office of the
Company at 4th Floor, One Vdara, 41 Rivonia Road, Sandhurst, 2196, at the offices of CAPPREC's
sponsor, Investec Bank Limited, at 100 Grayston Drive, Sandton, 2196 and the transfer
secretaries of CAPPREC, Computershare Investor Services Proprietary Limited, at Rosebank
Towers, 15 Biermann Ave, Rosebank, 2196.
The purpose of the Circular is, inter alia, to:
- provide CAPPREC shareholders with detailed information regarding African Resonance,
Rinwell, Dashpay, Synthesis and the Transaction, including the manner in which the
Transactions will be implemented; and
- convene the General Meeting of CAPPREC shareholders to consider the resolutions
relating to the Transactions, as set out in the notice of General Meeting incorporated in
the Circular.
3. NOTICE OF GENERAL MEETING
The General Meeting of CAPPREC shareholders will be held at 4th Floor, One Vdara, 41 Rivonia
Road, Sandhurst, 2196 at 10:00 on Friday, 5 May 2017, for the purpose of considering the
resolutions set forth in the notice of General Meeting incorporated in the Circular.
4. IMPORTANT DATES AND TIMES
The important dates and times in relation to the Transactions and the General
Meeting are set out below:
2017
Posting Record Date to be eligible to receive the Circular Friday, 24 March
Posting of Circular to CAPPREC Shareholders Friday, 31 March
Last Day to Trade to participate in and vote at the General Meeting Monday, 24 April
Voting Record Date to participate in and vote at the General Meeting Friday, 28 April
Last day to lodge forms of proxy in respect of the General Meeting by 10:00 Wednesday, 3 May
General Meeting to be held at 10:00 Friday, 5 May
Results of General Meeting released on SENS Friday, 5 May
Result of General Meeting published in the South African Press Monday, 8 May
Notes:
1. The above dates and times are subject to amendment. Any such material amendment will be released on
SENS and published in the South African Press.
2. All times quoted are local times in South Africa on a 24-hour basis, unless specified otherwise.
3. No orders to dematerialise or rematerialise shares will be processed from the Business Day following the Last
Day to Trade up to and including the Voting Record Date, but such orders will again be processed from the
first Business Day after the Voting Record Date.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting unless the contrary is
stated on such form of proxy.
5. CAPPREC Shareholders are referred to the Circular for further information in relation to the Transactions and
information on the action required to be taken by them.
By order of the CAPPREC board
Johannesburg
31 March 2017
DIRECTORS
M. Sacks* (Non-Executive Chairman), M. Pimstein (Joint Chief Executive Officer), B.
Sacks (Joint Chief Executive Officer), A. Salomon (Chief Financial Officer), Ms. B. Bulo*,
J.M. Kahn*, Dr. D. Matjila*, R. Morar*, V. Sekese*, C. Valkin*
* Non-Executive Directors
Sponsor: Investec Bank Limited
Legal advisors to Capital Appreciation: Webber Wentzel
Legal advisors to African Resonance and Rinwell: Hogan Lovells
Legal advisors to Synthesis: Werksmans Attorneys
Auditors to Capital Appreciation: Ernst and Young
Auditors to African Resonance and Rinwell: Grant Thornton
Auditors to Synthesis: BDO South Africa
Date: 31/03/2017 03:56:00 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.
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