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Fulfilment of Outstanding Condition Precedent and Finalisation 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”)
FULFILMENT OF OUTSTANDING CONDITION PRECEDENT AND FINALISATION ANNOUNCEMENT
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the circular, dated Wednesday, 7 October 2020 (“Circular”).
Shareholders are referred to:
1.1 the following announcements released on SENS:
- the Firm Intention Announcement dated 24 August 2020 regarding, inter alia,:
o an offer by Indequity to acquire all of the Ordinary Shares, excluding the Excluded
Ordinary Shares, being a total of 3 303 736 Ordinary Shares for a cash consideration of
R8.00 per Ordinary Share, in accordance with the provisions of sections 48 and 114(1)(e)
of the Companies Act, by way of a scheme of arrangement (“Ordinary Share Scheme”);
o separate to the Ordinary Share Scheme, but concurrently with it and in compliance with
the requirements for the Delisting Resolution, a conditional General Offer by Indequity to
holders of Ordinary Shares to acquire all of the Ordinary Shares for a cash consideration
of R8.00 per General Offer Share, 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, which will be implemented only if the Ordinary Share Scheme fails;
o the subsequent Delisting of all of the Ordinary Shares from the JSE in terms of paragraph
1.17(b) of the Listings Requirements, 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;
o the voluntary repurchase by Indequity of all of the A Class Preference Shares, excluding
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”); and
o the voluntary repurchase by Indequity of all of the B Class Preference Shares, excluding
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”);
- the distribution of the Circular and Notices Convening the General Meeting of Indequity
Shareholders, the Ordinary Share Scheme Meeting, the A Class Preference Share Scheme
Meeting and the B Class Preference Share Scheme Meeting announcement dated 7 October
2020 (“Distribution Announcement”);
- the results of General Meeting of Indequity Shareholders, Ordinary Share Scheme Meeting, A
Class Preference Share Scheme Meeting and B Class Preference Share Scheme Meeting
announcement dated 19 November 2020; and
1.2 the Circular.
The Board is pleased to announce that, following receipt from the Panel on 3 December 2020 of a compliance
certificate in terms of section 121(b)(i) of the Companies Act, the last remaining condition to the
implementation of the Schemes has now been fulfilled.
Shareholders are referred to the Distribution Announcement and to the Circular for the salient dates and
times relating to the Schemes.
The board of directors of the Company, individually and collectively, accepts full responsibility for the accuracy
of the information contained in this announcement. In addition, the board of directors of the Company certifies
that, to the best of its knowledge and belief, the information contained in this announcement pertaining to the
Company is true and does not omit any facts that would be likely to affect the importance of any information
contained herein, and that all reasonable enquiries to ascertain such information has been made.
Johannesburg
11 December 2020
Corporate Advisor and Sponsor to Indequity
Merchantec Capital
Date: 11-12-2020 08:30:00
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