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Distribution of Circular and Notice of General Meeting
CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Equity Alpha Code: COH
ISIN: ZAE000156253
LEI: 378900E237CB40F0BF96
JSE Debt Alpha Code: COHI
("Curro" or " the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.
1. INTRODUCTION
1.1. Curro Shareholders ("Shareholders") are referred to the announcement released on
SENS on 27 August 2025, wherein Shareholders were advised that the Curro board
received a firm intention offer letter from the Jannie Mouton Stigting ("Offeror").
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. A circular ("Circular"), detailing the proposed transaction, in terms of which the Offeror
intends to acquire all of the issued shares in Curro by way of a scheme of arrangement
in terms of section 114 of the Companies Act ("Scheme of Arrangement") and delist
Curro from the JSE Limited, will be distributed to Shareholders today, Thursday,
2 October 2025. The Circular also incorporates a notice convening a general meeting of
Shareholders ("General Meeting") for the purpose of considering, and, if deemed fit,
passing, with or without modification, the resolutions contained in such notice.
2.2. Notice is hereby given that the General Meeting will be held and conducted entirely by
electronic communication at 14:00 on Friday, 31 October 2025 to consider and, if
deemed fit, to pass, with or without modification, the requisite resolutions required to
give effect to the Proposed Transaction, as contained in the Notice of General Meeting.
2.3. The Circular is available in English only. Copies may be obtained during normal
business hours from the registered office of the Company and from the offices of the
Company's sponsor, PSG Capital, from Thursday, 2 October 2025 until Friday,
31 October 2025 (both days inclusive). A copy of the Circular will also be available on
the Company's website (https://www.curro.co.za/investor-relations/).
3. SALIENT DETAILS
Kindly note the following salient details:
2025
Record date for Shareholders to be recorded in the Register in order Friday, 26 September
to receive this Circular
Circular incorporating the Notice of General Meeting, Form of Proxy Thursday, 2 October
(grey) and Form of Surrender (yellow), distributed to Shareholders
on
Announcement of distribution of Circular and notice convening the Thursday, 2 October
General Meeting published on SENS on
Last day to trade in Curro Shares in order to be recorded in the Tuesday, 21 October
Register to vote at the General Meeting on
Record date for a Shareholder to be registered in the Register in Friday, 24 October
order to be eligible to attend and participate in the General Meeting
and to vote thereat, by close of trade on
For administrative purposes, Forms of Proxy (grey) in respect of the Wednesday, 29 October
General Meeting to be lodged at the Transfer Secretaries by 14:00
on
Forms of Proxy (grey) not lodged timeously with the Transfer Friday, 31 October
Secretaries, for convenience, to be emailed to the Transfer
Secretaries (who will provide same to the chairman of the General
Meeting) before the proxy exercises the rights of the Shareholder at
the General Meeting on
Last day for Shareholders to give notice to Curro objecting, in terms Friday, 31 October
of section 164(3) of the Companies Act, to the Scheme Resolution to
be able to invoke Appraisal Rights by 14:00 on
General Meeting held at 14:00 on Friday, 31 October
Results of the General Meeting published on SENS on Friday, 31 October
If the Scheme Resolution is approved by Shareholders at the General Meeting:
Last date on which Curro Shareholders who voted against the Friday, 7 November
Scheme Resolution may require Curro to seek court approval
in terms of section 115(3)(a) of the Companies Act, but only if
the Scheme Resolution was opposed by at least 15% of the
voting rights exercised thereon
Last date on which Curro Shareholders who voted against the Friday, 14 November
Scheme Resolution may make application to the court in terms
of section 115(3)(b) of the Companies Act for leave to apply for
a review of the Scheme Resolution, as the case may be
Last date for Curro to send objecting Curro Shareholders Friday, 14 November
notice of the adoption of the Scheme Resolution, in terms of
section 164(4) of the Companies Act
Assuming that all the Suspensive Conditions are fulfilled or waived (to the extent
legally permissible) and that neither court approval nor the review of the Scheme of
Arrangement is required:
Scheme Finalisation Date announcement expected to be Tuesday, 18 November
released on SENS by 11:00 on
Issue of the compliance certificate by the TRP with respect to Friday, 21 November
the Scheme of Arrangement in terms of section 121(b) of the
Companies Act on
Scheme Last Day to Trade expected to be on Tuesday, 25 November
Trading in Scheme Shares on the JSE expected to be Wednesday, 26 November
suspended from commencement of trade on or about
Announcement released on SENS in respect of the cash Thursday, 27 November
payment applicable to fractional entitlements, based on the
volume weighted average price of Curro Shares traded on
Wednesday 26 November 2025, less 10%, by 11:00 am on
Scheme Consideration Record Date to be recorded in the Friday, 28 November
Register in order to receive the Scheme Consideration
expected to be on
Scheme Implementation Date expected to be on Monday, 1 December
Scheme Consideration payment to Dematerialised Monday, 1 December
Shareholders expected to take place on
Scheme Consideration payment to Certificated Shareholders Monday, 1 December
(assuming timely surrender of Documents of Title and duly
completed Forms of Surrender) expected to be on
Delisting
Termination of listing of Scheme Shares on the JSE expected Tuesday, 2 December
to be at commencement of trade on or about
Termination of listing of remaining Curro Shares on the JSE Tuesday, 2 December
expected to be at commencement of trade on or about
Notes:
1. The above dates and times are subject to amendment at the discretion of the Offeror,
subject to the approval of the TRP and (where required) the JSE. Any such amendment
will be published on SENS.
2. Shareholders should note that as transactions in Curro Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place three
Business Days after such trade. Therefore, Shareholders who acquire Curro Shares after
close of trade on Tuesday, 21 October 2025 will not be eligible to attend, participate in
and vote at the General Meeting.
3. In terms of the Scheme of Arrangement, Shareholders will receive the Consideration
Shares in Dematerialised form only. Certificated Shareholders wishing to receive their
Consideration Shares in Dematerialised form and Shareholders wishing to materialise
their Consideration Shares following the implementation of the Scheme of Arrangement,
are referred to page 7 of the Circular, which details the steps to be taken by them in this
regard.
4. Completed Forms of Proxy (grey) and the authority (if any) under which they are signed
must be (i) lodged with, posted or emailed to the Transfer Secretaries at Rosebank
Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000,
Saxonwold, 2132), or proxy@computershare.co.za, to be received by them, for
administrative purposes, by no later than 14:00 on Wednesday, 29 October or (ii)
thereafter emailed to Computershare at the aforementioned email address (for the
attention of the chairman of the General Meeting) at any time before the proxy exercises
any rights of the Shareholder at such General Meeting.
5. Curro Shareholders who wish to exercise their Appraisal Rights are referred to Annexure
2 of the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
6. Curro Shareholders who wish to exercise their right in terms of section 115(3) of the
Companies Act, to require the approval of a court for the Scheme of Arrangement should
refer to Annexure 2 of the Circular which includes an extract of section 115 of the
Companies Act. Should Curro Shareholders exercise their rights in terms of
section 115(3) of the Companies Act, the dates and times set out above may change, in
which case an updated timetable will be released on SENS.
7. Share certificates in respect of Curro Shares may not be Dematerialised or re-materialised
between the Business Day following the Scheme Last Day to Trade and the Scheme
Record Date, both days inclusive.
8. All times indicated above and elsewhere in the Circular are in South African Standard
Time.
4. RESPONSIBILITY STATEMENT
The Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Company is true and, where appropriate, does
not omit anything that is likely to affect the importance of the information contained herein,
and that all reasonable enquiries to ascertain such information have been made.
Durbanville
2 October 2025
Transaction Advisor and Sponsor
PSG Capital
Legal Advisor
Cliffe Dekker Hofmeyr Inc.
Independent Sponsor
BSM Sponsors
Date: 02-10-2025 03:45:00
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