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Results of offer, update regarding the re-domiciliation and update to shareholders remaining in ARCI post delisting
AFRICAN RAINBOW CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number C148430)
JSE and A2X Share Code: AIL
ISIN: MU0553S00000
("ARCI" or "the Company" or "ARC Investments")
AFRICAN RAINBOW CAPITAL PROPRIETARY K2025167229 (SOUTH AFRICA)
LIMITED PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2015/000394/07) (Registration number 2025/167229/07)
("ARC") ("ARC Subsidiary")
RESULTS OF OFFER, UPDATE REGARDING THE RE-DOMICILIATION AND UPDATE TO SHAREHOLDERS
REMAINING IN ARCI POST DELISTING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed
to them in the Circular (as defined below), which was distributed to ARCI shareholders and made
available on the Company's website at: (https://www.arci.mu/investment) on Monday, 7 April 2025.
1. INTRODUCTION
ARCI Shareholders are referred to the circular issued on Monday, 7 April 2025 ("Circular")
regarding the offer by ARC and ARC Subsidiary (collectively the "Offerors"), which at the time
of issue of the Circular held 48.82% of the issued ordinary shares in the Company ("Shares"),
to acquire all of the Shares not already held by the Offerors for a cash consideration of ZAR9.75
per Share (the "Offer"), and the proposed delisting from the exchanges operated by the JSE
and A2X ("Delisting"), and the Re-domiciliation of ARCI from Mauritius to South Africa ("Re-
domiciliation").
Shareholders are further referred to the SENS announcement dated Tuesday, 6 May 2025, in
which they were advised that all the conditions precedent to the Offer and Delisting, as set out
in the Circular, had been fulfilled and the Offer and Delisting had become wholly unconditional.
2. RESULTS OF THE OFFER
Shareholders are hereby advised that the Offer closed at 12:00 on Friday, 23 May 2025.
The Offer was accepted in respect of 95 776 797 Shares, representing 6.31% of the total number
of Shares in issue and representing 18.64% of the total number of shares eligible to accept the
offer.
Accordingly, the Offerors now hold 836 903 620 Shares directly, representing 55.13% of the
total number of Shares.
The Shares will be delisted from the exchanges operated by the JSE and A2X with effect from
the commencement of trade on Thursday, 29 May 2025.
3. UPDATE REGARDING THE RE-DOMICILIATION
ARCI has commenced with the Re-domiciliation process which remains subject to regulatory
approvals required under the South African Companies Act and the Mauritian Companies Act
without conditions or subject to such conditions as are approved by the Offerors. Shareholders
will be informed when the Re-domiciliation occurs.
4. UPDATE TO SHAREHOLDERS REMAINING IN ARCI POST DELISTING
Shareholders are referred to paragraph 2 of the "Action Required by Shareholders" section set
out on page 8 of the Circular and are advised that ARCI intends to hand over the administration
of the Shares in dematerialised form to a third party, Strate (Pty) Ltd ("Strate") post the Delisting.
The issuance of materialised Share certificates will be at the election of the Shareholder.
Share trading post the Delisting by Shareholders with dematerialised shares, who have not
accepted the Offer, will continue to be facilitated by Strate through the existing broker/CSDP
network. Shareholders, entering into private sales of their ARCI shares should contact their
Brokers to action trades.
Materialised shareholders wishing to trade ARCI shares post delisting should, prior to finalising
any trade, contact the ARCI Company Secretary at arci@intercontinentaltrust.com regarding
the appropriate documents to be provided for ARCI to update its share register and issue new
share certificates.
South African resident ARCI Shareholders are advised that prior to the Re-domiciliation taking
place, any trades would need to comply with the relevant Exchange Control regulations as
ARCI's Shares will be considered a foreign-held investment.
Shareholders are reminded that as part of the Re-domiciliation, ARCI will adopt a South African
MOI and any share trading post Re-domiciliation will be subject to the provisions thereof.
Shareholders are referred to Annexure 4 of the Circular, detailing salient terms of the proposed
new MOI.
For the avoidance of doubt, any trading in Shares post the Delisting will have to be initiated and
executed between ARCI shareholders independently. ARCI does not intend to facilitate any
trade in Shares between Shareholders, act as market maker or make available any trading
facilities to Shareholders.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
26 May 2025
Corporate Advisor to ARCI: Deloitte Consulting Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor to ARCI: BLC Robert & Associates
Independent Expert: BDO Corporate Finance Proprietary Limited
Legal Advisor to the Offerors: Webber Wentzel
The contents of this announcement do not constitute legal advice or purport to comprehensively deal
with the legal, regulatory and tax implications of the Offer, Delisting, Re-Domiciliation or any other matter
relevant to each Shareholder. Shareholders are accordingly advised to consult their professional
advisers about their personal legal, regulatory and tax positions regarding the Offer, Delisting, Re-
Domiciliation or any other matter.
Date: 26-05-2025 02:45:00
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
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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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