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Afrimat Limited / Unicorn Capital Partners Limited- Results of the General Meeting
UNICORN CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: UCP
ISIN: ZAE000244745
(“UCP” or “the Company”)
AFRIMAT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/022534/06)
Share code: AFT
ISIN: ZAE000086302
("Afrimat")
RESULTS OF THE GENERAL MEETING
INTRODUCTION
Shareholders are referred to the various joint announcements by the Company and Afrimat, regarding
an offer by Afrimat to acquire all the ordinary shares in UCP not already held by Afrimat (or by its
subsidiaries) or by subsidiaries of UCP, by way of a scheme of arrangement (“the Scheme”) in terms
of section 114 of the Companies Act, No. 71 of 2008 (“Companies Act”). A circular (“Circular”),
detailing the Scheme, was distributed to UCP shareholders on 9 September 2020 and incorporated a
notice convening a general meeting of shareholders (“General Meeting” or “GM”) for the purpose of
considering, and, if deemed fit, passing, with or without modification, the resolutions contained therein.
It is confirmed that at the General Meeting held, via electronic participation, at 10:00 am today,
9 October 2020, all of the resolutions were passed by the requisite majorities of the Company’s
shareholders.
Details of the results of the voting at the General Meeting are as follows:
Votes
Votes for against
resolution resolution Number of Number of
as a as a shares shares
percentage percentage voted at GM abstained
of total of total as a as a
Resolutions number of number of Number of percentage percentage
proposed at the shares shares shares of shares in of shares in
GM voted at GM voted at GM voted at GM issue issue
Special resolution
number 1: Approval
of the Scheme in
terms of sections 95.17% 4.83% 713 570 494 61.12% 0.00%
114 and 115 of the
Companies Act by
UCP Shareholders
Special resolution
number 2:
Revocation of 95.17% 4.83% 712 974 494 61.07% 0.05%
Special Resolution
Number 1
Ordinary resolution
number 1: 95.17% 4.83% 713 570 494 61.12% 0.00%
Implementation
Note: Total number of UCP shares in issue as at the date of the General Meeting was 1 167 564 491
ordinary shares.
STATUS OF THE SCHEME
The Scheme remains subject to the fulfilment, or waiver, as the case may be, of the remaining
conditions precedent, as detailed in the Circular.
UCP and Afrimat advise that the requisite unconditional approval of the Scheme by the competition
authorities has been obtained. The following conditions precedent to the Scheme remain outstanding:
- that, by no later than 31 October 2020, the Mpumalanga Economic Growth Agency, as minority
shareholder in Nkomati Anthracite Proprietary Limited, agrees to the terms of the strategic and
mining management agreement to be concluded with Afrimat, as previously approved by the UCP
board of directors on 20 March 2020, to the reasonable satisfaction of Afrimat;
- that written consent to the transfer of UCP shares in terms of the Scheme be obtained from the
Industrial Development Corporation of South Africa and ABSA Bank Limited (collectively, the
“Lenders”) in terms of the change of control provisions under their respective loan/funding
agreements with subsidiaries of UCP and that the Lenders agree not to proceed in foreclosing on
outstanding debt due by those subsidiaries;
- that to the extent required in terms of the Companies Act, the court approves the implementation
of the resolution approving the Scheme;
- if any person who voted against the Scheme resolution applies to court for a review of that
resolution in terms of section 115(3)(b) and section 115(6) of the Companies Act, that either:
- leave to apply to court for any such review is refused; or
- if leave is so granted, the court refuses to set aside the resolution approving the
Scheme; and
- that all remaining regulatory approvals required to implement the Scheme are obtained, including
the Takeover Regulation Panel issuing a compliance certificate in terms of section 121(b) of the
Companies Act.
Save as otherwise stated above, all conditions precedent are to be fulfilled by 31 January 2021.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The UCP independent board constituted for purposes of the Scheme accepts responsibility for the
information contained in this announcement which relates to UCP and confirms that, to the best of its
knowledge and belief, such information which relates to UCP is true and this announcement does not
omit anything likely to affect the importance of such information.
AFRIMAT BOARD RESPONSIBILITY STATEMENT
The board of directors of Afrimat accepts responsibility for the information contained in this
announcement which relates to Afrimat and confirms that, to the best of its knowledge and belief, such
information which relates to Afrimat is true and this announcement does not omit anything likely to affect
the importance of such information.
9 October 2020
Transaction Advisor to Afrimat and Transaction Sponsor
PSG Capital
Transaction Advisor to UCP
AcaciaCap Advisors
Sponsor to UCP
Questco Corporate Advisory Proprietary Limited
DISCLAIMERS AND FOREIGN SHAREHOLDERS
This announcement has been prepared for the purposes of complying with the laws of South Africa and
is subject to applicable laws, including but not limited to the Companies Act, the Takeover Regulations
and the JSE Listings Requirements, and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of any
jurisdiction outside of South Africa, or the requirements of any exchange other than the JSE.
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than South Africa should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a violation of the securities laws of
any such jurisdiction.
Neither this announcement, nor the Circular constitute, or will constitute, a prospectus or a prospectus
equivalent document. UCP shareholders are advised to read this announcement and, once available,
the Circular, which will contain the full terms and conditions of the Scheme, with care. Any decision to
approve the Scheme or any other response to the proposals should be made only on the basis of the
information in this announcement and the Circular.
This announcement and the Circular and any accompanying documentation are not intended to, and
do not constitute, or form part of, an offer to sell or a solicitation of any vote or approval in any jurisdiction
in which it is unlawful to make such an offer or solicitation, or in which such offer or solicitation would
require UCP or Afrimat to comply with disproportionately onerous filing and/or other disproportionately
onerous regulatory obligations. In those circumstances or otherwise if the distribution of this
announcement and the Circular and any accompanying documentation in jurisdictions outside of South
Africa are restricted or prohibited by the laws of such jurisdiction, this announcement and the Circular
and any accompanying documentation are deemed to have been sent for information purposes only
and should not be copied or redistributed.
UCP shareholders who are not resident in, or who have a registered address outside of, South Africa
must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning
the receipt of, or their election to receive, the Scheme Consideration, including any requisite
governmental or other consents, observing any other requisite formalities and paying any transfer or
other taxes due in such other jurisdictions and are required to advise UCP of all such filing or regulatory
obligations as UCP or Afrimat may be required to comply with in such jurisdictions in relation to the
Scheme. UCP or Afrimat and their respective boards of directors and advisors accept no responsibility
for the failure by an UCP shareholder to inform itself about, or to observe, any applicable legal
requirements in any relevant jurisdiction, nor for any failure by UCP or Afrimat to observe the
requirements of any jurisdiction.
The offer by Afrimat is made for the securities of a South African company, being UCP, by means of
the Scheme. The offer is subject to disclosure requirements under South African law that are different
from those of the United States of America (“US”).
It may be difficult for shareholders who are not resident in, or who have a registered address outside
of, South Africa, to enforce their rights and any claim they may have arising under US or other foreign
securities laws, since UCP and Afrimat are located in South Africa. Such foreign shareholders may not
be able to sue UCP, Afrimat or their officers or directors in a foreign court, including South African
courts, for violations of US securities laws. It may be difficult to compel UCP or a member of the UCP
group, or Afrimat or a member of the Afrimat group to subject itself to a US court's judgment.
Any UCP shareholder who is in doubt as to its position, including, without limitation, its tax status, should
consult an appropriate independent professional advisor in the relevant jurisdiction without delay.
Date: 09-10-2020 03:34:00
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