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INDEQUITY GROUP LIMITED - Firm Intention Announcement

Release Date: 24/08/2020 13:00
Code(s): IDQ     PDF:  
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Firm Intention Announcement

INDEQUITY GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/015883/06
Share code: IDQ    ISIN: ZAE000016606
(“Indequity” or “the Company”)


FIRM INTENTION ANNOUNCEMENT BY INDEQUITY RELATING TO:

     -   AN OFFER TO SHAREHOLDERS TO REPURCHASE THEIR ORDINARY SHARES (OTHER THAN
         CERTAIN EXCLUDED ORDINARY SHARES) AND THE PROPOSED SUBSEQUENT DELISTING OF
         INDEQUITY FROM THE JSE;
     -   THE PROPOSED VOLUNTARY REPURCHASE OF ALL OF THE ISSUED A CLASS PREFERENCE
         SHARES (OTHER THAN CERTAIN EXCLUDED A CLASS PREFERENCE SHARES); AND
     -   THE PROPOSED VOLUNTARY REPURCHASE OF ALL OF THE ISSUED B CLASS PREFERENCE
         SHARES (OTHER THAN CERTAIN EXCLUDED B CLASS PREFERENCE SHARES).


1.       INTRODUCTION

         1.1   The board of directors of Indequity (“Board”) is pleased to advise Indequity shareholders,
               including holders of Ordinary Shares, A Class Preference Shares and B Class Preference
               Shares referred to in paragraph 1.1.1, 1.1.4 and 1.1.5 below (“Shareholders”), that it has
               resolved to propose the following transactions (“Transactions”) to Shareholders
               incorporating:

               1.1.1   an offer by Indequity to acquire all of the ordinary shares of R0.001 each in the issued
                       ordinary share capital of Indequity (“Ordinary Shares”), excluding treasury shares
                       and 5 384 072 Ordinary Shares held by Indo-Atlantic Investment Corporation Inc.
                       (“Indo-Atlantic”), L J van Rensburg and T E Vorster and their associates
                       (“Remaining Shareholders”) (the “Excluded Ordinary Shares”), being a total of
                       3 303 736 Ordinary Shares (“Ordinary Share Scheme Shares”) for a cash
                       consideration of R8.00 per Ordinary Share (“Ordinary Share Scheme
                       Consideration”), in accordance with the provisions of sections 48 and 114(1)(e) of
                       the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”), by way
                       of a scheme of arrangement (“Ordinary Share Scheme”);
               1.1.2   separate to the Ordinary Share Scheme, but concurrently with it and in compliance
                       with the requirements for the Delisting Resolution referred to in paragraph 6.3.1.3
                       below, a conditional general offer (“General Offer”) by Indequity to holders of
                       Ordinary Shares to acquire all of the Ordinary Shares (“General Offer Shares”) for
                       a cash consideration of R8.00 per General Offer Share (“General Offer
                       Consideration”), in accordance with the provisions of sections 48 and 117(1)(c)(v)
                       of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements
                       of the JSE Limited (“JSE”), which will be implemented only if the Ordinary Share
                       Scheme fails. The Remaining Shareholders have confirmed that if the Delisting
                       Resolution is approved by the Ordinary Shareholders they will not be accepting the
                       General Offer;
               1.1.3   the subsequent delisting of all of the Ordinary Shares from the JSE Limited (“JSE”)
                       in terms of paragraph 1.17(b) of the JSE Listings Requirements (“Delisting”),
                       pursuant to the implementation of the Ordinary Share Scheme or, if the Ordinary
                       Share Scheme fails, pursuant to the Delisting Resolution being approved, and the
                       General Offer being implemented;
               1.1.4   the voluntarily repurchase by Indequity of all of the unlisted non-redeemable A Class
                       preference shares of R0.0000001 each in the issued preference share capital of
                       Indequity (“A Class Preference Shares”), excluding 7 333 455 A Class Preference
                       Shares held by Indo-Atlantic, L J van Rensburg and T E Vorster and their associates
                       (the “Excluded A Class Preference Shares”), being a total of 7 536 545 A Class
                       Preference Shares, for a cash consideration of R0.102 per A Class Preference Share
                       (“A Class Preference Share Scheme Consideration”) (“A Class Preference
                       Share Scheme”); and
               1.1.5   the voluntarily repurchase by Indequity of all of the unlisted non-redeemable B Class
                       preference shares of R0.001 each in the issued preference share capital of Indequity
                       (“B Class Preference Shares”), excluding 6 255 128 B Class Preference Shares
                       held by Indo-Atlantic, L J van Rensburg and T E Vorster and their associates (the
                       “Excluded B Class Preference Shares”), being a total of 5 414 552 B Class
                       Preference Shares, for a cash consideration of R0.01 per B Class Preference Share
                       (“B Class Preference Share Scheme Consideration”) (“B Class Preference
                       Share Scheme”).

      The Ordinary Share Scheme, the A Class Preference Share Scheme and the B Class
      Preference Share Scheme are collectively referred to hereinafter as the “Schemes”.

1.2   The Ordinary Share Scheme and the Delisting Resolution are proposed concurrently on the
      basis that the implementation of the Delisting Resolution and the General Offer will be
      conditional upon, amongst others, the Ordinary Share Scheme not becoming operative.
      If the Ordinary Share Scheme does not become operative and the Delisting Resolution
      becomes wholly unconditional, the General Offer will be implemented.
1.3   The Delisting will occur if: (i) pursuant to paragraph 1.17(b) of the JSE Listings
      Requirements, the Ordinary Share Scheme becomes operative; or (ii) the Delisting
      Resolution becomes wholly unconditional and is implemented and the Delisting is approved
      by Ordinary Shareholders.
1.4   The contents of this announcement (“Firm Intention Announcement”) constitute a firm
      intention by Indequity to make an offer to relevant Shareholders as contemplated in Chapter
      5 of the Companies Act and the regulations published in terms of section 120 of the
      Companies Act (“Takeover Regulations”).
1.5   Indequity has, as contemplated in regulation 108 of the Takeover Regulations, constituted
      an independent board of directors, consisting of Johan F Zwarts (Chairperson), Adriaan V
      van Jaarsveldt and George Williamson (“Independent Board”) to fulfill the role of an
      “independent board” for the purposes of the Schemes and the General Offer, including
      evaluating the terms and conditions of each of the Ordinary Share Scheme, the General
      Offer, the A Class Preference Share Scheme and the B Class Preference Share Scheme
      and advising Shareholders thereon as required by the Takeover Regulations.
1.6   The purpose of this Firm Intention Announcement is to, inter alia, advise Shareholders of the
      terms and conditions of the Schemes and the General Offer.

2.   RATIONALE FOR THE TRANSACTIONS

     Indequity, which has been successfully listed on the JSE since 1998, is currently held 57.2% by Indo-
     Atlantic Investment Incorporation Inc., L J van Rensburg and T E Vorster and their associates,
     resulting in a high level of strategic shareholding.

     The combination of this strategic shareholding, low share liquidity and the onerous requirements and
     costs associated with being a listed entity, has led the Board and the Independent Board to believe
     that Indequity is more suited to an unlisted environment.

     The Board has therefore proposed that Indequity uses, in respect of the:

     -     Ordinary Share Scheme Consideration, being R8.00 per Ordinary Share, R7.91 from its available
           contributed tax capital and R0.09 from its profits;
     -     A Class Preference Share Scheme Consideration, being R0.102 per A Class Preference Share,
           R0.102 from its profits; and
     -     B Class Preference Share Scheme Consideration, being R0.01 per B Class Preference Share,
           R0.01 from its profits,

     and subsequently delist the Ordinary Shares from the JSE.

     The Schemes and/or the General Offer, which will collectively cost Indequity approximately
     R27 252 761.11, will provide minority Shareholders with a valuable liquidity event.

3.   ORDINARY SHARE SCHEME

     3.1     Conditions precedent to the implementation of the Ordinary Share Scheme

             3.1.1   The implementation of the Ordinary Share Scheme will be subject to the fulfilment of
                     the following conditions precedent (“Ordinary Share Scheme Conditions
                     Precedent”) by no later than 17:00 on 15 December 2020 (“Long-Stop Date”) or such
                     other date as specified in the specific Ordinary Share Scheme Condition:

                     3.1.1.1    all approvals or consents from those South African regulatory authorities
                                as may be necessary for Indequity to implement the Ordinary Share
                                Scheme, including the Takeover Regulation Panel (“Panel”), the JSE and
                                the Financial Surveillance Department of the South African Reserve Bank
                                (“SARB”) in terms of the Exchange Control Regulations;
                     3.1.1.2    the Ordinary Share Scheme resolution/s, as may be necessary to give
                                effect to the Ordinary Share Scheme, being approved by the requisite
                                majority of Ordinary Shareholders, in accordance with sections 48(8) and
                                115(2) of the Companies Act (“Ordinary Share Scheme Resolution”),
                                and in the event of the provisions of section 115(2)(c) becoming applicable:
                                3.1.1.2.1   by no later than 40 Business Days after the Ordinary Share
                                            Scheme Resolution is approved, the Ordinary Share Scheme
                                            is approved by the High Court of South Africa; and
                                3.1.1.2.2   if applicable, the Company not treating the Ordinary Share
                                            Scheme Resolution as a nullity as contemplated in
                                            section 115(5)(b) of the Companies Act;

              3.1.1.3    with regards to Ordinary Shareholders exercising their Appraisal Rights (if
                         any), either:

                          3.1.1.3.1    Ordinary Shareholders give notice objecting to the Ordinary
                                       Share Scheme Resolution as contemplated in section 164(3)
                                       of the Companies Act and vote against the Ordinary Share
                                       Scheme Resolution at the Ordinary Share Scheme Meeting,
                                       in respect of less than or equal to 10% of all Ordinary Shares
                                       in issue; or
                          3.1.1.3.2    if Ordinary Shareholders do give notice objecting to the
                                       Ordinary Share Scheme Resolution and vote against the
                                       Scheme in respect of more than 10% of all Ordinary Shares
                                       in issue, then, within the time period permitted in terms of the
                                       Companies Act, Dissenting Ordinary Share Scheme
                                       Shareholders have not exercised Appraisal Rights, by giving
                                       valid demands in terms of sections 164(5) to 164(8) of the
                                       Companies Act, in respect of less than or equal to 10% of all
                                       Ordinary Shares in issue.

      3.1.2   The voting rights of the holders of the Excluded Ordinary Shares will be excluded for
              purposes of both determining whether the applicable quorum requirements are
              satisfied and voting on, inter alia, the Ordinary Share Scheme Resolution.

3.2   Termination of the Ordinary Share Scheme

      The Ordinary Share Scheme will terminate and the Ordinary Share Scheme Resolution will be
      treated as a nullity with immediate effect upon the Board’s determination that any or all of the
      Ordinary Share Scheme Conditions Precedent have not been fulfilled on or before the relevant
      date for fulfilment.

3.3   Termination of the Ordinary Shares

      Following implementation of the Ordinary Share Scheme, application will be made to the JSE
      to terminate the listing of the Ordinary Shares on the JSE.

3.4   Indequity Ordinary Shareholder Undertakings

      To date, irrevocable undertakings to vote in favour of the Ordinary Share Scheme have been
      received from the following Ordinary Shareholders holding in aggregate 1 505 455 Ordinary
      Shares, representing 45.57% of the voting power if all Ordinary Scheme Shares are voted at
      the meeting of Ordinary Share Scheme Members (“Ordinary Share Scheme Meeting”) or
      any adjournment thereof.

       Ordinary Shareholder            Date of irrevocable       Ordinary Shares           Ordinary
                                              undertaking             subject to       Share Scheme
                                                                     undertaking      voting rights
                                                                                                (%)
       Heiden Grimaud Limited
       and associates                       17 August 2020                988 442              29.92
       Cannon Asset Managers
       Proprietary Limited                  14 August 2020                517 013              15.65
                                                                        1 505 455              45.57

4.   THE VOLUNTARY REPURCHASE BY INDEQUITY OF ALL OF THE ISSUED A CLASS
     PREFERENCE SHARES

     4.1   Introduction

           The A Class Preference Share Scheme will, if implemented, result in the voluntary repurchase
           by Indequity of all the A Class Preference Shares other than the Excluded A Class Preference
           Shares, whereby the A Class Preference Shareholders will be obliged to sell to the Company,
           the issued A Class Preference Shares for the A Class Preference Share Scheme
           Consideration, as detailed in paragraph 1.1.4 above.

     4.2   A Class Preference Share Scheme Consideration

           In terms of the A Class Preference Share Scheme, A Class Preference Shareholders will, if
           the A Class Preference Share Scheme is implemented, receive for each A Class Preference
           Scheme Share held by them on the A Class Preference Share Scheme consideration record
           date (“A Class Preference Share Scheme Record Date”), the A Class Preference Share
           Scheme Consideration on the date that the A Class Preference Share Scheme is implemented
           (“A Class Preference Share Scheme Implementation Date”).

     4.3   Conditions to the implementation of the A Class Preference Share Scheme

           4.3.1   The implementation of the A Class Preference Share Scheme is subject to the
                   suspensive conditions (“A Class Preference Share Scheme Conditions”) that by not
                   later than 23:59 on the Long-Stop Date:

                   4.3.1.1    the requisite approvals by A Class Preference Shareholders have been
                              obtained; and
                   4.3.1.2    the requisite approvals have been obtained from, inter alia, all
                              governmental and regulatory bodies, including but not limited to the Panel
                              and the SARB.

     4.4   A Class Preference Shareholder Undertakings

           To date, irrevocable undertakings to vote in favour of the A Class Preference Share Scheme
           have been received from the following A Class Preference Shareholders holding in aggregate
           6 005 456 A Class Preference Shares, representing 79.68% of the voting power if all A Class
           Preference Scheme Shares are voted at the meeting of A Class Preference Shareholders (“A
           Class Preference Share Scheme Meeting”) or any adjournment thereof.

            A Class Preference                         Date of            A Class             A Class
            Shareholder                            irrevocable         Preference          Preference
                                                   undertaking     Shares subject        Share Scheme
                                                                   to undertaking       voting rights
                                                                                                  (%)
            Heiden Grimaud Limited and
            associates                         17 August 2020            6 005 456               79.68
                                                                         6 005 456               79.68

5.   THE VOLUNTARY REPURCHASE BY INDEQUITY OF ALL OF THE ISSUED B CLASS
     PREFERENCE SHARES

     5.1   Introduction

           The B Class Preference Share Scheme will, if implemented, result in the voluntary repurchase
           by Indequity of all the B Class Preference Shares other than the Excluded B Class Preference
           Shares, whereby the B Class Preference Shareholders will be obliged to sell to the Company,
           the issued B Class Preference Shares for the B Class Preference Share Scheme
           Consideration, as detailed in paragraph 1.1.5 above.

     5.2   B Class Preference Share Scheme Consideration

           In terms of the B Class Preference Share Scheme, B Class Preference Shareholders will, if
           the B Class Preference Share Scheme is implemented, receive for each B Class Preference
           Scheme Share held by them on the B Class Preference Share Scheme consideration record
           date (“B Class Preference Share Scheme Record Date”), the B Class Preference Share
           Scheme Consideration on the date that the B Class Preference Share Scheme is implemented
           (“B Class Preference Share Scheme Implementation Date”).

     5.3   Conditions to the implementation of the B Class Preference Share Scheme

           5.3.1   The implementation of the B Class Preference Share Scheme is subject to the
                   suspensive conditions (“B Class Preference Share Scheme Conditions”) that by not
                   later than 23:59 on the Long-Stop Date:
                   5.3.1.1    the requisite approvals by B Class Preference Shareholders have been
                              obtained; and
                   5.3.1.2    the requisite approvals have been obtained from, inter alia, all
                              governmental and regulatory bodies, including but not limited to the Panel
                              and the SARB.

     5.4   B Class Preference Shareholder Undertakings

           To date, irrevocable undertakings to vote in favour of the B Class Preference Share Scheme
           have been received from the following B Class Preference Shareholders holding in aggregate
           4 212 985 B Class Preference Shares, representing 77.81% of the voting power if all B Class
           Preference Scheme Shares are voted at the meeting of B Class Preference Shareholders (“B
           Class Preference Share Scheme Meeting”) or any adjournment thereof.

            B Class Preference                         Date of             B Class            B Class
            Shareholder                            irrevocable          Preference         Preference
                                                   undertaking      Shares subject       Share Scheme
                                                                    to undertaking      voting rights
                                                                                                  (%)
            Heiden Grimaud Limited and
            associates                         17 August 2020            4 212 985               77.81
                                                                         4 212 985               77.81
6.   THE GENERAL OFFER

     6.1   Terms of the General Offer

           6.1.1   Simultaneously with the Ordinary Share Scheme and as a requirement of the Delisting
                   Resolution, Indequity will make a separate but concurrent General Offer, in terms of
                   sections 48(8) and 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the
                   JSE Listings Requirements, to the Ordinary Shareholders, whereby each Ordinary
                   Shareholder will be entitled to elect whether or not to dispose of all of their General
                   Offer Shares to Indequity for the General Offer Consideration (“General Offer
                   Participants”).
           6.1.2   For the avoidance of doubt, implementation of the General Offer will be conditional on,
                   amongst others, the Ordinary Share Scheme not becoming operative. In the event that
                   the Ordinary Share Scheme does become operative, the General Offer will lapse and
                   be of no force and effect.
           6.1.3   If the Ordinary Share Scheme does not become operative and the Delisting Resolution
                   becomes wholly unconditional and the General Offer is implemented, then the
                   Delisting will be implemented in terms of paragraph 1.14 of the JSE Listings
                   Requirements and each General Offer Participant that accepts the offer will receive
                   the General Offer Consideration in exchange for the General Offer Shares tendered
                   and disposed of.
           6.1.4   In the event that the General Offer becomes wholly unconditional and is implemented,
                   Indequity will acquire all the General Offer Shares tendered and previously held and
                   accepted by the General Offer Participants. The repurchase of the General Offer
                   Shares by Indequity will be subject to the acceptance of the General Offer.
           6.1.5   If the Ordinary Share Scheme does not become operative and the General Offer
                   becomes wholly unconditional and is implemented, Ordinary Shareholders who have
                   not accepted the General Offer will remain Shareholders in Indequity.

     6.2   General Offer Consideration

           General Offer Participants shall receive the General Offer Consideration, in the amount of
           R8.00 per General Offer Share held by such General Offer Participant.

     6.3   The General Offer Conditions

           6.3.1   Implementation of the General Offer is subject to the fulfilment or waiver, as the case
                   may be, of the following conditions (“General Offer Conditions”) by no later than
                   Thursday, 17 December 2020:

                   6.3.1.1    the Ordinary Share Scheme does not become operative;

                   6.3.1.2    all necessary Shareholder approvals and/or resolutions as may be
                              necessary to give effect to the General Offer (including the repurchase
                              resolution as required pursuant to section 48(8) of the Companies Act
                              (“Repurchase Resolution”), and the resolution to approve the General
                              Offer as a specific repurchase in terms of paragraph 5.69(b) of the JSE
                              Listings Requirements (“Specific Repurchase Resolution”)) have been
                              passed by the requisite majority of Shareholders at the General Meeting of
                              Indequity Shareholders;
                   6.3.1.3    the delisting resolution is adopted by the requisite majority of Ordinary
                              Shareholders at the General Meeting of Indequity Shareholders as
                              contemplated in paragraphs 1.15(a) and 1.16 of the JSE Listings
                              Requirements (“Delisting Resolution”);
                   6.3.1.4    the receipt of all approvals, consents or waivers from those South African
                              regulatory authorities as may be necessary for Indequity to implement the
                              General Offer and Delisting, including the Panel (by means of issue of a
                              compliance certificate in terms of section 121(b)(i) of the Companies Act)
                              on an unconditional basis or, to the extent that any such regulatory
                              approvals, consents or waivers are obtained subject to any condition or
                              qualification, Indequity (to the extent that it is adversely affected by the
                              condition or qualification) confirms in writing that the condition or
                              qualification is acceptable to it, which confirmation shall not be
                              unreasonably withheld or delayed; and
                   6.3.1.5    to the extent that appraisal rights are found to apply to the General Offer,
                              and Ordinary Shareholders exercise such appraisal rights, either: (i)
                              Ordinary Shareholders give notice objecting to the Repurchase Resolution
                              as contemplated in section 164(3) of the Companies Act and vote against
                              the Repurchase Resolution at the relevant meeting in respect of less than
                              or equal to 10% of all of the General Offer Shares; or (ii) if Shareholders
                              give notice objecting to the Repurchase Resolution and vote against the
                              Repurchase Resolution at the meeting in respect of more than 10% of all
                              of the General Offer Shares, then, within the time period permitted in terms
                              of the Companies Act, such Shareholders have exercised appraisal rights,
                              by giving valid demands in terms of sections 164(5) to 164(8) of the
                              Companies Act, in respect of less than or equal to 10% of all the General
                              Offer Shares, or not at all.

      6.3.2   Waiver and extension of General Offer Conditions

                   6.3.2.1    The General Offer Conditions set out in paragraphs 6.3.1.3 and 6.3.1.5 are
                              capable of waiver by Indequity, and the time and/or date for fulfilment or
                              waiver of such General Offer Conditions may be extended by Indequity as
                              may be agreed between Indequity and the Panel.
                   6.3.2.2    The General Offer Conditions set out in paragraphs 6.3.1.1, 6.3.1.2 and
                              6.3.1.4 are not capable of waiver but the time and/or date for fulfilment of
                              these General Offer Conditions may be extended by Indequity as may be
                              agreed between Indequity and the Panel.
                   6.3.2.3    An announcement will be released on SENS as soon as practicable after
                              all the General Offer Conditions have been fulfilled or waived, if the
                              General Offer Conditions are not fulfilled or waived timeously, or if the time
                              and/or date for fulfilment or waiver of the General Offer Conditions is
                              extended.

6.4   Ordinary Shareholder Undertakings

      To date, irrevocable undertakings to vote in favour of the resolutions to be proposed at the
      General Meeting of Indequity Shareholders and in respect of which they are entitled to vote
      (including the Repurchase Resolution and the Delisting Resolution) have been received from
      the following Ordinary Shareholders holding in aggregate 1 865 355 General Offer Shares,
      representing 52.83% of the voting power if all General Offer Shares are voted at the General
      Meeting of Indequity Shareholders or any adjournment thereof. The controlling Shareholder
      and its’ associates are not able to vote on the Delisting Resolution.

              Eligible           Ordinary     Date of irrevocable         General Offer      General Offer
              Shareholder                             undertaking        Shares subject      Shares voting
                                                                         to undertaking         rights (%)
              Heiden Grimaud Limited
              and associates                       17 August 2020                988 442              28.00
              Cannon Asset Managers
              Proprietary Limited                  14 August 2020                517 013              14.64
              TE Vorster and associates            17 August 2020                359 900              10.19
                                                                               1 865 355              52.83

7.   SOLVENCY AND LIQUIDITY

     The Board has concluded that Indequity will: (i) satisfy the solvency and liquidity test contemplated
     in section 4 of the Companies Act immediately after completing the repurchase by Indequity of the
     Ordinary Share Scheme Shares, the A Class Preference Share Scheme Shares and the B Class
     Preference Shae Scheme Shares in terms of the Schemes or the General Offer Shares in terms of
     the General Offer; and (ii) for purposes of paragraph 5.69(c) of the JSE Listings Requirements, that
     after considering the effect of the repurchase, the provisions of sections 4 and 48 of the Companies
     Act have been complied with and that:

     -       Indequity and the Indequity Group will be able in the ordinary course of business to pay its
             debts for a period of 12 months after the date of the repurchase;
     -       the assets of Indequity and the Indequity Group will be in excess of the liabilities of Indequity
             and the Indequity Group for a period of 12 months after the date of the repurchase. For this
             purpose, the assets and liabilities have been measured in accordance with the accounting
             policies used in the latest audited consolidated annual financial statements which comply with
             the Companies Act;
     -       the share capital and reserves of Indequity and the Indequity Group will be adequate for
             ordinary business purposes for a period of 12 months after the date of the repurchase; and
     -       the working capital of Indequity and the Indequity Group will be adequate for ordinary business
             purposes for a period of 12 months after the date of approval the repurchase.

8.   GUARANTEES

     Indequity will use its available cash resources to fund:

     8.1.1      the Ordinary Scheme Consideration or the General Offer Consideration in the amount of
                R26 429 888.00;
     8.1.2      the A Class Preference Share Scheme Consideration in the amount of R768 727.59; and
     8.1.3      the B Class Preference Share Scheme Consideration in the amount of R54 145.52.

     The funds to settle the Schemes or the General Offer are in place and, in accordance with regulation
     111(4) and 111(5) of the Takeover Regulations, Indequity has procured from ABSA Bank Limited
     and has delivered to the Panel, an irrevocable, unconditional bank guarantee in the amount of
     R27 252 761.11.

9.    RECOMMENDATION AND INDEPENDENT EXPERT OPINION

      The Independent Board has appointed PSG Capital as the Independent Expert, as required in terms
      of section 114(2) of the Companies Act and the Takeover Regulations, to issue a report dealing with
      the matters set out in section 114(3) of the Companies Act and to express an opinion on whether the
      Schemes and the General Offer are fair and reasonable.

      The contents of the Independent Expert's advice and opinion and the final views of the Independent
      Board will be detailed in the Circular referred to in paragraph 11 below.

10.   RESPONSIBILTY STATEMENTS

      The Independent Board and the Board, individually and collectively, accept full responsibility for the
      accuracy of the information contained in this Firm Intention Announcement which relates to Indequity,
      the Schemes, the General Offer and the Delisting, and certify that, to the best of their knowledge and
      belief, such information is true and this Firm Intention Announcement does not omit any facts that
      would make any of the information false or misleading or would be likely to affect the importance of
      any information contained in this Firm Intention Announcement. The Independent Board and the
      Board have made all reasonable enquiries to ascertain that no facts have been omitted and this Firm
      Intention Announcement contains all information required by law, the Companies Act and the JSE
      Listings Requirements.

11.   DOCUMENTATION

      Details of the Transactions will be included in the Circular which will contain, inter alia, details of the
      Ordinary Share Scheme, the General Offer, the A Class Preference Share Scheme, the B Class
      Preference Share Scheme, notices of the relevant meetings of Shareholders, the relevant forms of
      proxy in respect of the meetings of Shareholders, and the relevant forms of surrender and transfer
      for use by certificated Shareholders, as the case may be. The Circular is expected to be distributed
      to Shareholders during September 2020.

      The salient dates pertaining to the Schemes and the General Offer will be released on SENS and
      published in the press prior to the distribution of the Circular.


Johannesburg
24 August 2020

Corporate Advisor and Sponsor to Indequity
Merchantec Capital

Date: 24-08-2020 01:00:00
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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