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
(“UCP” or “the Company”)
(Incorporated in the Republic of South Africa)
(Registration number 2006/022534/06)
Share code: AFT
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
UCP shareholders are referred to the joint firm intention announcement dated 22 July 2020 and the
subsequent announcement dated 4 August 2020 by the Company and Afrimat, advising that UCP’s
board of directors had received a firm intention from Afrimat to make an offer 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
(“Firm Intention Offer”).
Should the Scheme become operative, UCP shareholders will receive 1 Afrimat ordinary share for every
280 UCP ordinary shares disposed of, with no cash alternative.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”), detailing the Scheme, is being distributed to shareholders today, Wednesday,
9 September 2020. The Circular also 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.
As a result of the impact of the COVID-19 pandemic and the restrictions placed on public gatherings,
the General Meeting will be held in electronic format only.
Notice is hereby given that the General Meeting will be held entirely through electronic participation at
10:00 on Friday, 9 October 2020 to consider and, if deemed fit, to pass the resolutions required to
approve the Scheme and related matters. Shareholders are to connect to the General Meeting utilising
the details set out in the “Electronic attendance and participation” section of the Circular.
UCP will endeavour to publish its financial results for the year ended 30 June 2020 (audited or
reviewed), alternatively, a detailed trading statement as described in the Circular
(“Trading Statement”), by no later than 10:00 on Wednesday, 7 October 2020 (being at least 48 hours
before the General Meeting). If UCP is unable to do so, the General Meeting shall still be convened at
10:00 on Friday, 9 October 2020, but then immediately adjourned to a later date, as shall be advised
on SENS, so that the reconvened General Meeting is held at least 48 hours after publication of such
financial results or Trading Statement.
The Circular is available in English only. Copies may be obtained during normal business hours from
the registered office of UCP, the registered office of Afrimat and the offices of PSG Capital, and on the
websites www.unicorncapital.co.za and www.afrimat.co.za, from today, Wednesday, 9 September 2020
until the date on which the Scheme is implemented.
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the
General Meeting and the Scheme. Capitalised terms used below and elsewhere in this announcement
and that are not otherwise defined, bear the meanings ascribed to them in the Circular.
Record date to determine which UCP Shareholders are entitled to Friday, 4 September
receive the Circular
Circular distributed to UCP Shareholders and notice convening the Wednesday, 9 September
General Meeting released on SENS on
Notice of General Meeting published in the South African press on Thursday, 10 September
Last day to trade in order to be recorded in the Register on the Scheme Tuesday, 29 September
Voting Record Date in order to be eligible to vote at the General Meeting
Scheme Voting Record Date being 17:00 on Friday, 2 October
For administrative reasons, Forms of Proxy to be lodged with the Wednesday, 7 October
Transfer Secretaries by 10:00 on
Forms of Proxy not lodged timeously with the Transfer Secretaries, to be Friday, 9 October
emailed to the Transfer Secretaries (who will provide same to the
chairman of the General Meeting) before the proxy exercises the rights
of the UCP Shareholder at the General Meeting on
Last date and time for UCP Shareholders to give notice to UCP Friday, 9 October
objecting, in terms of section 164(3) of the Companies Act, to the
Scheme Resolution to be able to invoke Appraisal Rights by 10:00 on
General Meeting of UCP Shareholders to be held at 10:00 on Friday, 9 October
(Please refer to note 2 below)
Results of General Meeting released on SENS on Friday, 9 October
Results of General Meeting published in the South African press on Monday, 12 October
If the Scheme is approved by UCP Shareholders at the General
Last date for UCP Shareholders who voted against the Scheme Friday, 16 October
Resolution, to require UCP to seek court approval for the Scheme
Resolution, in terms of section 115(3)(a) of the Companies Act, if the
Scheme Resolution was opposed by at least 15% of the voting rights
Receive required approval from Competition Authorities Friday, 16 October
Last date for UCP Shareholders who voted against the Scheme Friday, 23 October
Resolution to apply to court for leave to apply for a review of the Scheme
Resolution, in terms of section 115(3)(b) of the Companies Act, on
Last date for UCP to send objecting UCP Shareholders notices of the Friday, 23 October
adoption of the Scheme Resolution, in accordance with section 164(4) of
the Companies Act, on
The following dates assume that all Conditions are fulfilled or,
where applicable, waived and that neither court approval nor the
review of the Scheme Resolution is required, and will be confirmed
in the finalisation announcement:
Receive compliance certificate from the TRP Monday, 26 October
Scheme Finalisation Date expected to be on Tuesday, 27 October
Scheme Finalisation Date announcement expected to be released on Tuesday, 27 October
SENS, by 11:00 on
Scheme Finalisation Date announcement expected to be published in Wednesday, 28 October
the South African press on
Scheme LDT in UCP Shares expected to be on Tuesday, 3 November
Trading in UCP Shares on the JSE suspended from commencement of Wednesday, 4 November
trade on or about
Trading in the Consideration Shares expected to commence on or about Wednesday, 4 November
Announcement in respect of the cash value of fractional entitlements Thursday, 5 November
applicable to the Scheme, by 11:00 on
Scheme Consideration Record Date to be recorded in the Register in Friday, 6 November
order to receive the Scheme Consideration expected to be on
Scheme Implementation Date expected to be on Monday, 9 November
Issue of Consideration Shares expected to take place on Monday, 9 November
Termination of listing of UCP Shares on the JSE at commencement of Tuesday, 10 November
trade on or about
Last day for objecting UCP Shareholders, by reason of the adoption of Friday, 20 November
the Scheme Resolution, to make a demand to UCP to pay such
objecting UCP Shareholders the fair value of all UCP Shares held by
them, in terms of section 164(7) of the Companies Act, on
1. The above dates and times are subject to such changes as may be agreed to by UCP and Afrimat and approved
by the Takeover Panel and/or the JSE, if required. If the Scheme Finalisation Date is not on Tuesday,
27 October 2020 (or if the Scheme Finalisation Date falls on a day after Tuesday, 27 October 2020), an updated
timetable will be released on SENS.
2. UCP will endeavour to publish its financial results for the year ended 30 June 2020 (audited or reviewed),
alternatively, the Trading Statement, by no later than 10:00 on Wednesday, 7 October 2020 (being at least 48
hours before the General Meeting). If UCP is unable to do so, the General Meeting shall still be convened at
10:00 on Friday, 9 October 2020, but then immediately adjourned to a later date, as shall be advised on SENS,
so that the reconvened General Meeting is held at least 48 hours after publication of such financial results or
3. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with,
emailed or posted to the Transfer Secretaries, to be received by them no later than 10:00 on Wednesday, 7
October 2020 or (ii) thereafter emailed to the Transfer Secretaries (who will provide same to the chairman of
the General Meeting) before the proxy exercises the rights of the UCP Shareholder at the General Meeting.
4. UCP Shareholders should note that, as trade in UCP Shares on the JSE is settled in the electronic settlement
system used by Strate, settlement of trades takes place 3 Business Days after the date of such trades.
Therefore, UCP Shareholders who acquire UCP Shares on the JSE after the voting last day to trade, expected
to be on Tuesday, 29 September 2020, being the last day to trade in UCP Shares so as to be recorded in the
Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.
5. Dematerialised UCP Shareholders, other than those with Own-Name Registration, must provide their CSDP or
Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their
CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
6. No dematerialisation or rematerialisation of UCP Shares may take place between the commencement of
business on Wednesday, 4 November 2020 (being the first Business Day following the Scheme LDT) and the
Scheme Consideration Record Date of Friday, 6 November 2020.
7. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of
Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement
of the General Meeting.
8. Although the salient dates and times are stated to be subject to change, such statement shall not be regarded
as consent or dispensation for any change to time periods which may be required in terms of the Companies
Act, the Companies Regulations and the JSE Listings Requirements, where applicable, and any such consents
or dispensations must be specifically applied for and granted.
9. All times referred to in this Circular are references to South African Standard Time.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The independent board of UCP directors, constituted in relation to the Firm Intention Offer and 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 September 2020
Transaction Advisor to Afrimat and transaction Transaction Advisor to UCP
Sponsor AcaciaCap Advisors
Independent Expert to UCP Independent Reporting Accountant to UCP
Exchange Sponsors BDO
Independent Reporting Accountant to Afrimat Sponsor to UCP
PricewaterhouseCoopers Questco Corporate Advisory
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
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
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: 09-09-2020 05:45:00
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