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UNICORN CAPITAL PARTNERS LIMITED - Distribution of Circular and Notice of General Meeting

Release Date: 11/03/2020 16:00
Code(s): UCP     PDF:  
Wrap Text
Distribution of Circular and Notice of General Meeting

 Unicorn Capital Partners Limited
 Incorporated in the Republic of South Africa
 (Registration number 1992/001973/06)
 Share code: UCP ISIN: ZAE000244745
 (“Unicorn” or “the Company”)


 DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


1. INTRODUCTION

   Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE (“SENS”)
   on Monday, 9 December 2019 (“Terms Announcement”) , advising that Unicorn had accepted a binding offer by
   The Reef Group Proprietary Limited (“TRG”) and Calibre Investment Holdings Proprietary Limited (collectively,
   “the Purchasers”) to acquire 51% in aggregate of the issued share capital UCP Holdings Proprietary Limited, a
   newly incorporated subsidiary company of Unicorn (“Newco”) (“Proposed Transaction”), which shall acquire the
   shares in and claims against certain of Unicorn’s existing subsidiary companies immediately prior to the
   implementation of the Proposed Transaction (‘the Internal Restructure”).

   It was reported in the Terms Announcement that upon implementation of the Internal Restructure, Newco will
   enter into management and administration agreements with Unicorn and TRG (“the Management
   Agreements”). It was subsequently agreed between Unicorn and the Purchasers that the Management
   Agreements will not be required and as such the Management Agreements have been cancelled by way of an
   addendum to the implementation agreement entered into between Unicorn and the Purchasers.

   The Proposed Transaction meets the definition of a category 1 transaction and a related party transaction as
   contemplated in sections 9 and 10, respectively, of the JSE Listings Requirements and accordingly is required to
   be approved by an ordinary resolution of the shareholders of Unicorn (“Shareholders”).

2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

   A circular has been distributed to Shareholders today, Wednesday, 11 March 2020 (“the Circular”). The Circular
   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
   to give effect to the Proposed Transaction.

   Notice is hereby given that the General Meeting of Shareholders will be held at the registered offices of the
   Company in Building 8, First Floor, Inanda Greens Office Park, 54 Wierda Road West, Wierda Valley, 2196 at 11:00
   on Wednesday, 8 April 2020.

   The Circular is available in English only. Copies may be obtained during normal business hours from the registered
   office of Unicorn, Building 8, First Floor, Inanda Greens Office Park, 54 Wierda Road West, Wierda Valley, 2196
   from Wednesday, 11 March 2020 until the date of the General Meeting, being Wednesday, 8 April 2020.

   A copy of the Circular will also be available on the Company’s website via the following link:

   https://www.unicorncapital.co.za/wp-content/uploads/2020/03/Circular-to-Shareholders-relating-to-the-
   approval-of-a-Category-1-related-party-transaction.pdf

3. IMPORTANT DATES AND TIMES

   The salient dates relating to the General Meeting are set out below:

                                                                                                            2020
    Record date for Shareholders to be recorded in the register in order to receive              Friday, 6 March
    the Circular
    Circular incorporating the notice of General Meeting and form of proxy                Wednesday, 11 March
    distributed to Shareholders on
    Announcement of the distribution of the Circular and notice convening the             Wednesday, 11 March
    General Meeting released on SENS on
    Last day to trade Unicorn shares in order to be recorded in the register to vote         Tuesday, 31 March
    at the General Meeting (see note 2 below) on
    Record date for a Shareholder to be registered in the register in order to be                 Friday, 3 April
    eligible to attend and participate in the General Meeting and to vote thereat
    by close of trade on
    Forms of proxy in respect of the General Meeting to be lodged at the Transfer               Monday, 6 April
    Secretaries, preferably by 11:00 on
    Forms of proxy not lodged with the Transfer Secretaries to be handed to the              Wednesday, 8 April
    chairperson of the General Meeting before the proxy exercises the rights of
    the Shareholder at the General Meeting on
    General Meeting held at 11:00 on                                                         Wednesday, 8 April
    Results of the General Meeting published on SENS on or about                             Wednesday, 8 April

   Notes:
   1. The above dates and times are subject to amendments. Any such amendment will be released on SENS.
   2. Shareholders should note that as transactions in shares are settled in the electronic settlement system used
      by Strate, settlement of trades takes place three South African business days after such trade. Therefore,
      Shareholders who acquire Unicorn shares after close of trade on Tuesday, 31 March 2020 will not be eligible
      to attend, participate in and vote at the General Meeting.
   3. All times provided in this announcement are local times in South Africa.
   4. Share certificates may not be dematerialised or rematerialised between Wednesday, 1 April 2020 and Friday,
      3 April 2020, both days inclusive.



Johannesburg
11 March 2020


Corporate Advisor and Transaction Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 11-03-2020 04:00:00
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