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Distribution of circular - acquisition of 1Life Insurance and notice of general meeting
CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")
DISTRIBUTION OF CIRCULAR - ACQUISITION OF 1LIFE INSURANCE AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders are referred to the announcement released on SENS on 3 November 2023
wherein shareholders were advised that the Company had entered into an exchange of
shares agreement with Telesure Investment Holdings Proprietary Limited ("TIH"), in terms
of which the Company will acquire 100% of the issued share capital of 1Life Insurance (RF)
Limited ("1Life") held by TIH for a purchase consideration that will be settled through an
issue of shares in Clientelè ("1Life Acquisition").
1.2. Shareholders are hereby advised that a circular ("Circular") detailing the 1Life Acquisition
will be distributed to shareholders today, 26 February 2024.
1.3. Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Circular.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. The Circular distributed today also incorporates a Notice of General Meeting at which
General Meeting Shareholders will be requested to consider and, if deemed fit, to pass,
with or without modification, the Resolutions set out in the Notice of General Meeting.
Shareholders should note the change to the Effective Date as detailed in the Circular.
2.2. Shareholders can also obtain copies of the Circular as follows –
2.2.1. by accessing an electronic copy of the Circular on the Company's website, available at
https://clientele.co.za/notices/; and
2.2.2. by contacting the Company Secretary, at esmit@clientele.co.za to request an electronic
copy of the Circular or to make reasonable alternative arrangements to obtain a copy.
2.3. Accordingly, notice is hereby given that the General Meeting will be held at Clientèle's
offices on Wednesday, 27 March 2024 at 08h00, physically at Building 7, Clientèle Office
Park, C/O Alon & Rivonia Roads, Morningside, Johannesburg, at which General Meeting,
Shareholders will be requested to consider and, if deemed fit, to pass, with or without
modification, the Resolutions set out in the Notice of General Meeting.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting are set out below:
2024
Record Date to Receive Notice being the record date to be eligible to Friday, 16 February
receive the Circular and the Notice of General Meeting
Announcement of distribution of Circular and Notice of General Monday, 26 February
Meeting on SENS on
Circular, incorporating Notice of General Meeting and Form of Proxy Monday, 26 February
(grey), posted to Shareholders on
Last day to trade Shares in order to be eligible to vote at the General Monday, 18 March
Meeting
Record Date to Vote being the record date to be eligible to attend, Friday, 22 March
participate and vote at the General Meeting
For administrative reasons, Forms of Proxy (grey) in respect of the
General Meeting to be lodged at or received via hand, post or e-mail
by the Transfer Secretaries by no later than 08h00 on Monday, 25 March
Form of Proxy (grey) in respect of the General Meeting to be handed
to the chairman of the General Meeting at the General Meeting, at any
time before the proxy exercises any rights of the Shareholder at the
General Meeting on Wednesday, 27 March
General Meeting of Shareholders held at Floor 3, Building 7, Clientèle
Office Park, C/O Alon & Rivonia Roads, Morningside, Johannesburg at
08h00 on Wednesday, 27 March
Results of the General Meeting released on SENS on Wednesday, 27 March
Notes
1. The above dates and times are subject to change. Any changes will be announced on SENS.
2. All times quoted in the Circular are local times in South Africa.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used
by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons who
acquire Shares after the last day to trade, namely, Monday, 18 March 2024, will not be eligible to attend,
participate in and vote at the General Meeting in respect of those Shares acquired after the last day to trade.
4. Forms of Proxy (grey) are to be lodged with Transfer Secretaries, for administrative purposes only, by no later
than Monday, 25 March 2024. Alternatively, Forms of Proxy (grey) may be handed to the chairperson of the
General Meeting or the Transfer Secretaries at the General Meeting at any time before the appointed proxy
exercises any Shareholder rights at the General Meeting.
5. If the General Meeting is adjourned or postponed, Forms of Proxy (grey) submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting unless the
contrary is stated on such Forms of Proxy.
Johannesburg
26 February 2024
Transaction sponsor
Valeo Capital (Pty) Limited
Legal advisors
Cliffe Dekker Hofmeyr Incorporated
Independent reporting accountants
Deloitte & Touche
Independent expert
BDO Corporate Finance Proprietary Limited
Date: 26-02-2024 09:34:00
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