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Extension of Condition Precedent to the Scheme and Status Update
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")
EXTENSION OF CONDITION PRECEDENT TO THE SCHEME AND STATUS UPDATE
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. 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”) for the purpose of considering, and, if deemed fit,
passing, with or without modification, the resolutions contained therein.
As previously announced on SENS on 9 October 2020, at the General Meeting, all of the resolutions
were passed by the requisite majorities of the Company’s shareholders.
EXTENSION OF CONDITION PRECEDENT
As indicated in paragraph 4.2.1.1, read with paragraph 4.2.2 of the Circular, it is a condition to the
Scheme 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 (“Relevant Condition”).
Shareholders are advised that Afrimat has, by written notice in terms of paragraph 4.2.3 of the Circular,
extended the deadline for fulfilment of the Relevant Condition to 14 December 2020.
STATUS OF THE SCHEME
In addition to the Relevant Condition, the Scheme remains subject to the fulfilment, or waiver, as the
case may be, by 31 January 2020 of the remaining conditions precedent, being those detailed in
paragraphs 4.2.1.2 and 4.2.1.7.1 of the Circular.
UCP shareholders will be kept apprised of further developments in this regard and will be advised when
all remaining conditions precedent to the Scheme have been fulfilled (or, where applicable, waived).
Should the Scheme become unconditional, the updated timetable for implementation of the Scheme
will be published in the finalisation announcement to UCP shareholders.
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.
29 October 2020
Transaction Advisor to Afrimat and Transaction Sponsor
PSG Capital
AcaciaCap Advisors
Transaction Advisor to UCP
Sponsor to UCP
Questco Corporate Advisory Proprietary Limited
Date: 29-10-2020 11:00:00
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