Wrap Text
Results Of General Meeting And Update Regarding The Offer
CSG Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/011359/06) ARC Fund
Share Code: CSG an en commandite partnership, represented by
ISIN ZAE000184438 the General Partner
(“CSG” or “the Company”)
RESULTS OF GENERAL MEETING AND UPDATE REGARDING THE OFFER
1. INTRODUCTION
CSG shareholders (“Shareholders”) are referred to the firm intention offer announcement released
on the Stock Exchange News Service (“SENS”) on 8 November 2021, in which they were advised
that UBI General Partner Proprietary Limited (“General Partner”), in its capacity as general partner
of the ARC Fund (“ARC Fund” or the “Offeror”), which holds a 24.8% shareholding1 in the
Company (including treasury shares) had, on 4 November 2021, delivered to the board of directors
of CSG (“Board”) a binding offer to acquire all of the ordinary shares in the issued share capital of
CSG (“Shares”) it does not already indirectly own, from all Shareholders who wish to sell their
Shares for a cash consideration of 35 cents per Share (the “Offer”).
Shareholders were further advised that one of the conditions to the Offer is that, immediately
following implementation of the Offer, the Shares are delisted from the Main Board of the JSE in
accordance with paragraphs 1.14 and 1.15 of the Listings Requirements of the JSE ("Delisting")
and that the Board propose an appropriate resolution to Shareholders which, if approved by the
Shareholders in a general meeting (“General Meeting”), will satisfy the Listings Requirements of
the JSE ("JSE Listings Requirements") and support the application by CSG to the JSE for the
Delisting.
The Offer and Delisting are collectively referred to as the “Transaction”.
Full details of the Transaction were set out in the circular, incorporating details of the General
Meeting of Shareholders for purposes of approving (with or without modification) the relevant
resolutions to be proposed thereat, which was published and distributed on Thursday, 18 November
2021 (“the Circular”).
Capitalised words and terms contained in this announcement shall bear the meanings ascribed
thereto in the Circular.
2. RESULTS OF VOTING AT THE GENERAL MEETING
Shareholders are advised that at the General Meeting of Shareholders held today, Monday,
20 December 2021, entirely by electronic communication, all the resolutions required to be passed
in order to approve the Delisting were passed with overwhelming support from the Shareholders.
The statistics of the General Meeting are as follows:
• Total number of Shares entitled to vote at the General Meeting: 392 316 416; and
1
As noted in paragraph 5.1 and paragraph 9.1 of Part A of the Circular and as released on SENS in an
announcement on 2 December 2021, the Shares previously held by the ARC Fund portfolio company, Gemcap
Proprietary Limited, were transferred to the ARC Fund with effect from 1 December 2021 so that the ARC Fund
is the direct shareholder of the 24.8% interest.
• Total number of Shares that were represented at the General Meeting: 257 056 783,
representing 65.52% of the total number of Shares that could have been voted at the
General Meeting.
For Against Total shares voted Abstained
Resolutions Shares % Shares % Shares % Shares %
Ordinary Resolution 1 249 590 579 97.11 7 415 475 2.89 257 006 054 99.99 50 729 0.01%
Authority and approval for
the Delisting in terms of
paragraphs 1.14 and 1.15
of the JSE Listings
Requirements
Ordinary Resolution 2 253 355 096 98.59 3 610 958 1.41 256 966 054 99.98 90 729 0.02%
Authority to sign
documentation
3. UPDATE REGARDING THE OFFER
Although the resolutions were approved at the General Meeting as detailed above, implementation
of the Offer remains subject to the fulfilment or waiver of the remaining Conditions Precedent as set
out in the Circular (“Remaining Conditions”).
Shareholders will be notified upon the fulfilment or waiver of the Remaining Conditions. In the event
the Offer is implemented, Offeree Shareholders who have not accepted the Offer will remain as
Shareholders of CSG and should note the limited tradability of their Shares following the Delisting.
The Offer is expected to remain open until 12h00 on Friday, 8 April 2022. The salient dates and
times relating to the Transaction as disclosed in the Circular remain unchanged and Shareholders
will be notified of any changes thereto by way of an announcement on SENS.
Offeree Shareholders who wish to accept the Offer should refer to paragraph 2, of the “Action
Required by Shareholders” section of the Circular set out on page 8 of the Circular. An electronic
version of the Circular is available on CSG’s website (https://www.csgholdings.co.za). For the
avoidance of doubt, Offeree Shareholders who have already accepted the Offer need not take any
further action.
4. THE INDEPENDENT BOARD AND CSG BOARD RESPONSIBILITY STATEMENT
The Independent Board and the Board (to the extent that the information relates to CSG), collectively
and individually, accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to CSG is true and this announcement does not omit anything that is likely to affect the
importance of such information.
5. OFFEROR RESPONSIBILITY STATEMENT
The Offeror (to the extent that the information relates to the Offeror) accepts responsibility for the
information contained in this announcement and certifies that, to the best of its knowledge and belief,
the information contained in this announcement relating to the Offeror is true and this announcement
does not omit anything that is likely to affect the importance of such information.
Pretoria
20 December 2021
Corporate Advisor to CSG: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited
Legal Advisor to CSG: CMS RMPartners Proprietary Limited
Independent Expert: Mazars Corporate Finance (Pty) Limited
Legal Advisor to ARC Fund: Webber Wentzel
Date: 20-12-2021 03:03:00
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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,
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