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Distribution of circular and notice of general meeting – update to the Emerald Life Acquisition
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 AND NOTICE OF GENERAL MEETING – UPDATE TO THE
EMERALD LIFE ACQUISITION
1. INTRODUCTION
1.1. Shareholders are referred to the announcement released on the Stock Exchange News
Service ("SENS") on 24 April 2025 advising shareholders that pursuant to the terms
announcement released on 1 November 2024 and the circular issued to shareholders on
Friday, 15 November 2024, the Company, Emerald Life Proprietary Limited ("Emerald Life")
and André van der Westhuizen ("André") have, following engagement with the Prudential
Authority, entered into an addendum to the sale of shares agreement ("the Agreement")
amending the funding structure of the Emerald Life Acquisition and accordingly the Emerald
Life Acquisition will no longer be funded through the issuance of preference shares to Investec
Bank Limited ("Investec")("Initial Preference Shares") but will now be funded through a
combination of free cash and:
1.1.1. Clientèle Life Assurance Company Limited ("Clientèle Life") issuing preference shares to
AEL Investment Holdings Proprietary Limited (a wholly owned subsidiary of Investec) for
an aggregate subscription price of R570 000 000 (five hundred and seventy million
Rand)("Clientèle Life Preference Shares");
1.1.2. the entire proceeds of the Clientèle Life Preference Shares being used by Clientèle Life to
advance a loan to the Company (which loan complies with section 8FA of the Income Tax
Act) for R570 000 000 (five hundred and seventy million Rand); and
1.1.3. the Company guaranteeing the obligations of Clientèle Life under the Clientèle Life
Preference Shares in terms of a subordinated guarantee, which guarantee may constitute
the provision of the financial assistance, as contemplated in section 44 of the Companies
Act ("Financial Assistance").
1.2. Shareholders were further advised that as a result of the amendment to the funding structure
of the Emerald Life Acquisition, shareholder approval will be requested for a further
amendment of the Company's memorandum of incorporation ("MOI") to decrease the
authorised share capital by removing the Initial Preference Shares and to delete the Initial
Preference Share terms, to approve the Financial Assistance and to approve any related
resolutions relating to the approval of the new funding structure of the Emerald Life
Acquisition.
1.3. Shareholders are hereby advised that a circular ("Circular") providing relevant information
relating to the amendment to the funding structure, the further amendment of the MOI, the
Financial Assistance and related resolutions will be distributed to shareholders today, 29 April
2025.
1.4. 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.
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 FRoberts@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 Thursday, 29 May 2025 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:
2025
Record Date to Receive Notice being the record date to be eligible to Thursday, 17 April
receive the Circular and the Notice of General Meeting
Announcement of distribution of Circular and Notice of General Tuesday, 29 April
Meeting on SENS on
Circular, incorporating Notice of General Meeting and Form of Proxy Tuesday, 29 April
(grey), posted to Shareholders on
Last day to trade Shares in order to be eligible to vote at the General Tuesday, 20 May
Meeting
Record Date to Vote being the record date to be eligible to attend, Friday, 23 May
participate and vote at the General Meeting
For administrative reasons, Forms of Proxy (grey) in respect of the Tuesday, 27 May
General Meeting to be lodged at or received via hand, post or e-mail
by the Transfer Secretaries by no later than 08h00 on
Form of Proxy (grey) in respect of the General Meeting to be handed Thursday, 29 May
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
General Meeting of Shareholders held at Floor 3, Building 7, Clientèle Thursday, 29 May
Office Park, C/O Alon & Rivonia Roads, Morningside, Johannesburg at
08h00 on
Results of the General Meeting released on SENS on Friday, 30 May
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, Tuesday, 20 May 2025, 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 08h00, Tuesday, 27 May 2025. 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
29 April 2025
Transaction sponsor
Valeo Capital (Pty) Limited
Date: 29-04-2025 01:00:00
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