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Finalisation announcement in respect of the scheme of arrangement and delisting
Accentuate Limited Pruta Securities (Jersey) Limited
(Incorporated in the Republic of South Africa) (Incorporated in Jersey)
(Registration number 2004/029691/06) (Registration Number: 8465)
JSE Share Code: ACE ISIN: ZAE000115986 (“Pruta” or “the Offeror”)
(“Accentuate” or “the Company”)
Jacana Investments Limited
(Incorporated in the Channel Islands)
(Registration Number: 243598)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT AND DELISTING
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed to
them in the Circular (as defined below) which was distributed to shareholders and made available on the
Company’s website www.accentuateltd.co.za.
1. Introduction and fulfilment of scheme conditions
1.1 Shareholders of Accentuate (“Accentuate Shareholders”) are referred to the circular issued by
Accentuate on Friday, 30 November 2020 (“Circular”) regarding:
– a Scheme of arrangement in terms of section 114 of the Companies Act proposed by the board
of Accentuate between Accentuate and its Shareholders which, if implemented, will result in the
Offeror acquiring all of the issued Accentuate Shares, excluding Shares held by the Offeror (“the
Offer Shares”), its related and inter-related persons and persons acting in concert with any of
them for an Offer Price of R0,10 per Accentuate Share (“the Scheme”); or
– separately but concurrent to the Scheme, a conditional standby offer to the Eligible Shareholders
in terms of section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings
Requirements to acquire all of the Offer Shares for a cash consideration of R0,10 per Offer Share,
subject to the Scheme not becoming operative, the standby offer being accepted by at least 51%
of Eligible Shareholders (“the Standby Offer”) and the Delisting being approved; and
– the subsequent delisting of the Accentuate Shares from the AltX of the JSE, following the
implementation of the Scheme or the approval of the resolution to delist the Company.
1.2 Accentuate Shareholders are further referred to the announcement published on the Stock Exchange
News Service (“SENS”) of the JSE on Monday, 28 December 2020, notifying them that at the general
meeting held on Monday, 28 December 2020 (“General Meeting”), the special and ordinary resolutions
set out in the Notice of General Meeting (which was attached to and formed part of the Circular), were
passed on a poll by the requisite majorities (being those set out in the Notice of General Meeting in respect
of each resolution).
1.3 No Shareholder has made an application to court in accordance with section 115(3)(a) of the
Companies Act to be granted leave to apply to a court for a review of the Scheme; and the Takeover
Regulation Panel has issued a compliance certificate in respect of the Scheme in terms of section 119(4)(b)
of the Companies Act and all conditions precedent to the Scheme have now been fulfilled. The Scheme
has accordingly become unconditional with effect from Friday, 8 January 2021 and will be implemented
on Monday, 25 January 2021, being the “Scheme Implementation Date”.
1.4 In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on
the Scheme Implementation Date, Scheme Participants shall be deemed to have disposed of and
transferred their Scheme Shares to Pruta and, in exchange, each Scheme Participant will be entitled to
receive a cash consideration of R0.10 (“Scheme Consideration”) for every Scheme Share held by such
Scheme Participant at the close of business on Friday, 22 January 2021, being the “Scheme Consideration
Record Date”.
1.5 As a consequence of the Scheme, the Delisting of the Accentuate Shares from the AltX of the securities
exchange operated by the JSE will be implemented on Tuesday, 26 January 2021.
2. The Independent Board and Board Responsibility Statement
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement which relates to Accentuate, the Scheme
and the Delisting, and certify that, to the best of their knowledge and belief, such information is true and
that this announcement does not omit any facts that would make any of the information false or
misleading or would be likely to affect the importance of any information contained in this
announcement.
3. Pruta Responsibility Statement
The Pruta Board individually and collectively, accept full responsibility for the accuracy of the information
contained in this announcement which relates to Pruta, the Scheme and Delisting and certify that, to the
best of their knowledge and belief, such information is true, and that this announcement does not omit
any facts that would make any of the information false or misleading or would be likely to affect the
importance of any information contained in this announcement.
Johannesburg
8 January 2021
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Fullard Mayer Morrison
Date: 08-01-2021 10:12:00
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