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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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