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ZARCLEAR HOLDINGS LIMITED - Joint renewal of cautionary announcement and update regarding the appointment of a replacement general partner

Release Date: 20/01/2020 10:40
Code(s): ZCL AXL     PDF:  
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Joint renewal of cautionary announcement and update regarding the appointment of a replacement general partner

ZARCLEAR HOLDINGS LIMITED
(formerly Sandown Capital Limited)
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
("Zarclear")

AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Share code: AXL ISIN: ZAE000221370
("African Phoenix")


JOINT RENEWAL OF CAUTIONARY ANNOUNCEMENT AND UPDATE REGARDING THE APPOINTMENT OF A REPLACEMENT GENERAL PARTNER


RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the announcement released on SENS on 3 December 2019 advising that the boards
of directors of Zarclear and African Phoenix have, in principle, agreed to the implementation of a series of
transactions to give effect to a merger of Zarclear and African Phoenix (the "proposed merger").

Each of African Phoenix ordinary shareholders and Zarclear shareholders are advised that discussions between
African Phoenix and Zarclear in respect of the proposed merger remain ongoing and, accordingly, each of
African Phoenix shareholders and Zarclear shareholders should exercise caution when dealing in their
respective shares until a further announcement in respect of the proposed merger has been made.

UPDATE REGARDING THE APPOINTMENT OF A REPLACEMENT GENERAL PARTNER

African Phoenix shareholders are further advised that following engagement with various shareholders,
African Phoenix has decided, irrespective as to whether the proposed merger is to be implemented, that the
API Capital Fund Partnership be unwound. Accordingly, a replacement general partner will not be appointed
following the removal of API Capital Proprietary Limited ("API Capital") as general partner, effective from
31 December 2019. The API Capital Fund Partnership will accordingly be dissolved in accordance with the
Partnership Agreement and the B ordinary shares held by API Capital cancelled.

20 January 2020


Corporate advisor and sponsor to Zarclear
Transaction sponsor and corporate advisor to African Phoenix
Java Capital

Date: 20-01-2020 10:40:00
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