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Non-Binding Expression of Interest and Cautionary Announcement
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”)
NON-BINDING EXPRESSION OF INTEREST AND CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Unicorn has received a non-binding expression of interest (“Non-Binding Expression
of Interest”) from Afrimat Limited (“Afrimat”) in respect of a possible transaction to acquire the entire issued
ordinary share capital of Unicorn not already held by Afrimat or any of Unicorn’s subsidiaries (“Subject Shares”), by
way of a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (“Scheme”).
In terms of the Non-Binding Expression of Interest, Afrimat proposes to acquire the Subject Shares in consideration
for the issue of new listed Afrimat ordinary shares, at a ratio of 1 new Afrimat share for every 280 Subject Shares
held, with no cash alternative.
Afrimat has, on a confidential basis, obtained irrevocable undertakings from Unicorn shareholders holding, in
aggregate, 57% of the Company’s issued share capital, to vote in favour of the Scheme, should a firm intention offer
be made by Afrimat and the Scheme proposed to the Company’s shareholders for approval.
The board of directors of the Company (“Board”) has entered into exclusive negotiations with Afrimat in connection
with the Non-Binding Expression of Interest.
The Non-Binding Expression of Interest, which contains terms and conditions customary for a transaction of this
nature, does not constitute a firm intention to make an offer and it is possible that no offer may result from the
process. Afrimat has indicated that, in order to enable it to submit a “firm intention offer letter”, for purposes of the
Companies Regulations, 2011, it will be necessary for Afrimat to conduct a legal, financial, tax and commercial due
diligence investigation into Unicorn and its business.
Accordingly, pending further announcements, shareholders are advised to exercise caution when dealing in their
Unicorn shares.
The Board accepts responsibility for the information contained in this announcement. To the best of its knowledge
and belief, the information contained in this announcement is true and nothing has been omitted which is likely to
affect the importance of the information included.
Johannesburg
25 May 2020
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 25-05-2020 05:30:00
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