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Distribution Of Circular And Notice Of General Meeting
CSG Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/011359/06) ARC Fund
Share Code: CSG an en commandite partnership, represented by
ISIN ZAE000184438 the General Partner
(“CSG” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. CSG shareholders (“Shareholders”) are referred to the firm intention announcement released
on the Stock Exchange News Service (“SENS”) on 8 November 2021, in which they were
advised that UBI General Partner Proprietary Limited (“General Partner”), in its capacity as
general partner of the ARC Fund (“ARC Fund” or the “Offeror”), which through its wholly-
owned portfolio investment company, Gemcap Proprietary Limited, is a 24.8% indirect
shareholder in the Company (including treasury shares) had, on 4 November 2021, delivered
to the board of directors of CSG (“Board”) binding offer to acquire all of the ordinary shares in
the issued share capital of CSG (“Shares”) it does not already indirectly own, from all
Shareholders who wish to sell their Shares for a cash consideration of 35 cents per Share (the
“Offer”).
1.2. Shareholders were further advised that one of the conditions to the Offer is that, immediately
following implementation of the Offer, the Shares are delisted from the Main Board of the JSE
in accordance with paragraphs 1.14 and 1.15 of the Listings Requirements of the JSE
("Delisting") and that the Board propose an appropriate resolution to Shareholders which, if
approved by the Shareholders in a general meeting (“General Meeting”), will satisfy the
Listings Requirements of the JSE ("JSE Listings Requirements") and support the application
by CSG to the JSE for the Delisting.
The Offer and Delisting are collectively referred to as the “Transaction”.
1.3. Shareholders are now advised that the circular, incorporating the notice of General Meeting
and form of proxy (“Circular”) has been distributed to the Shareholders today, 18 November
2021. The regulatory approvals required from the JSE and the Takeover Regulation Panel for
the Circular have been obtained.
1.4. Unless otherwise defined herein, capitalised words and terms contained in this announcement
shall bear the meanings ascribed thereto in the Circular.
1.5. Shareholders are advised to obtain a copy of the Circular as follows:
• by accessing an electronic copy of the Circular on the Company’s website, available at
https://www.csgholdings.co.za; or
• by contacting the Company Secretary, at mark@hnlaw.co.za to request an electronic copy
of the Circular or to make reasonable alternative arrangements to obtain a copy.
2. NOTICE OF GENERAL MEETING
2.1. The General Meeting will be held entirely via electronic facility/communication in terms of
section 63(2)(a) of the Companies Act given the impact of Covid-19 on in-person meetings, at
10:00 am on Monday, 20 December 2021 (or any other adjourned, postponed or rescheduled
date and time in accordance with, amongst others, the provisions of section 64 of the
Companies Act and the MOI, as read with the JSE Listings Requirements) to consider and, if
deemed fit, pass, with or without modification, the Resolutions required to authorise and effect
the implementation of the Transaction.
2.2. Electronic participation at the General Meeting
2.2.1.The General Meeting will only be accessible via electronic facility/communication in terms
of section 63(2)(a) of the Companies Act, and as permitted in terms of the JSE Listings
Requirements and the Company’s MOI. The interactive electronic platform made
available for the General Meeting will permit all Shareholders to communicate
concurrently with each other without an intermediary, and to effectively participate in, and
vote at, the General Meeting.
2.2.2.Shareholders who wish to electronically participate in and/or vote at the General Meeting
are required to contact The Meeting Specialist Proprietary Limited (“Meeting
Scrutineers”) at proxy@tmsmeetings.co.za as soon as possible, but in any event, for
administrative purposes only, by no later than 10:00 am on Wednesday, 15 December
2021. However, this will not in any way affect the rights of Shareholders to register for the
General Meeting after this date, provided, however, that only those Shareholders who are
fully verified (as required in terms of section 63(1) of the Companies Act) and
subsequently registered at the commencement of the General Meeting will be allowed to
participate in and/or vote by electronic means. Shareholders are strongly encouraged to
submit votes by proxy before the General Meeting. If Shareholders wish to attend the
General Meeting, they should instruct their CSDP or Broker to issue them with the
necessary letter of representation to attend the General Meeting, in the manner stipulated
in their Custody Agreement. These instructions must be provided to the CSDP or Broker
by the cut-off time and date advised by the CSDP or Broker for instructions of this nature.
Due to the exigencies of the necessary verification exercise that must be completed to
ensure that all attendees are lawful participants, it may not be possible to promptly verify
a Dematerialised Shareholder without “own-name” registration once the General Meeting
has commenced. Shareholders are therefore strongly encouraged to ensure the timeous
receipt by the Meeting Scrutineers of the aforementioned letter of representation.
2.2.3.The Meeting Scrutineers will assist Shareholders with the requirements for electronic
participation in, and/or voting at, the General Meeting. The Meeting Scrutineers are
further obliged to validate (in consultation with CSG and, in particular, your CSDP and the
Transfer Secretaries) each such Shareholder’s entitlement to participate in and/or vote at
the General Meeting, before providing it with the necessary means to access the General
Meeting and/or the associated voting forms.
2.2.4.Shareholders who wish to participate in the General Meeting, including proxy holders, will
be required to submit the duly completed Electronic Participation Form, as contained in
the Circular, together with the relevant documents to proxy@tmsmeetings.co.za or the
Company Secretary at mark@hnlaw.co.za by no later than 10:00 am on Wednesday, 15
December 2021, as provided for on the Electronic Participation Form. Shareholders are
strongly encouraged to complete their verification well ahead of time.
2.2.5.Once your shareholding, identity and authority (if the Shareholder is not an individual)
have been verified by the Meeting Scrutineers, you will be provided with details on how
to join the General Meeting web stream. Shareholders will be required to send their duly
completed voting forms to the Meeting Scrutineers via email before the commencement
of the General Meeting.
2.2.6.Shareholders may participate in the General Meeting using the online platform and the
unique link which will be provided to each participant who has completed the electronic
participation form and submitted it to the Meeting Scrutineers, together with the relevant
supporting documentation, and will be able to vote between the commencement of the
meeting (10:00 am on Monday, 20 December 2021) and the closure of voting as
announced by the Chairperson during the General Meeting.
2.2.7.Shareholders will be liable for their own network charges and expenses in relation to
electronic participation in the General Meeting. Any such charges will not be for the
account of CSG, the Transfer Secretaries or the Meeting Scrutineers. Neither of CSG,
the Transfer Secretaries or the Meeting Scrutineers can be held liable in the event of loss
of network connectivity or other network failure due to insufficient airtime, internet
connectivity, internet bandwidth and/or power outages which may prevent any such
Shareholder from participating in the General Meeting.
2.2.8.Notwithstanding the above, Shareholders are reminded that they are still able to vote
normally through proxy submission, despite deciding to participate either electronically or
not at all in the General Meeting. Shareholders are strongly encouraged to submit votes
by proxy in advance of the General Meeting.
Please forward all relevant information to the below mentioned:
The Meeting Specialist Proprietary Limited
(Registration number 2017/287419/07)
JSE Building, One Exchange Square
2 Gwen Lane
Sandown
2196
(PO Box 62043, Marshalltown, 2107)
Email: proxy@tmsmeetings.co.za
For further information, please refer to the details contained in the Notice of General Meeting
forming part of the Circular.
3. THE SALIENT DATES AND TIMES, ALSO CONTAINED IN THE CIRCULAR, ARE SET OUT
BELOW.
2021
Record date to determine which Shareholders receive the Circular Friday, 12 November
(together with the notice convening the General Meeting) on
Interim results for the six months ended 30 September 2021 published Monday, 15 November
on SENS on
Circular (incorporating the notice convening the General Meeting) Thursday, 18 November
published and distributed on
Announcement relating to the publishing and distribution of the Circular Thursday, 18 November
released on SENS on
Offer opens at 09:00 am on (refer to notes 3 and 4 below) Thursday, 18 November
Last day to trade in Shares in order to be eligible to vote at the General Tuesday, 7 December
Meeting on (refer to notes 5 and 6 below)
Record Date in order to be eligible to vote at the General Meeting on Friday, 10 December
(refer to notes 5 and 6 below)
Last day on which Forms of Proxy should be lodged with the Meeting Wednesday, 15 December
Scrutineers for the General Meeting (by 10:00 am) on (refer to notes 7
and 8 below)
General Meeting held at 10:00 am on* Monday, 20 December
Results of the General Meeting released on SENS on Monday, 20 December
2022
Expected date to receive approval from the Competition Authorities on or Wednesday, 16 March
about
Expected date to receive TRP compliance certificate on Thursday, 17 March
Expected publication of finalisation announcement relating to the Offer Friday, 18 March
released on SENS on or about
Expected publication of finalisation announcement relating to the Offer Tuesday, 22 March
published in the South African press on or about
Expected last day to trade in Shares in order to participate in the Offer on Tuesday, 5 April
or about (refer to note 9 below)
Expected suspension of the listing of the Shares on the JSE with effect Wednesday, 6 April
from the commencement of trade on or about
Expected date on which the Offer closes at 12:00 pm on or about Friday, 8 April
Expected record date on which Offeree Shareholders must hold Shares Friday, 8 April
in order to accept the Offer on or about (refer to note 9 below)
Expected results of the Offer announced on SENS on or about Monday, 11 April
Expected payment of Offer Consideration to Offer Participants (refer to Monday, 11 April
notes 10 and 11 below), with the last payment on
Expected results of the Offer published in the South African press on or Tuesday, 12 April
about
Expected termination of the listing of the Shares at the commencement Tuesday, 12 April
of trade on the JSE on or about
* The General Meeting will not be held in a closed period.
Notes:
1. All dates and times in this Circular are local dates and times in South Africa.
2. The above dates and times are subject to change. Any changes will be released on SENS and, if
required, published in the press.
3. The Offer must remain open for at least 30 Business Days after the Opening Date.
4. Offeree Shareholders should note that acceptance of the Offer will, subject to paragraph 2.6.1 of
Part A of the Circular, be irrevocable.
5. Shareholders should note that as transactions in the Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, Shareholders who acquire the Shares after Tuesday, 7 December 2021 will not be eligible
to vote at the General Meeting.
6. For purposes of being eligible to attend, participate and vote at the General Meeting, no
Dematerialisation or rematerialisation of the Shares may take place between Wednesday,
8 December and Friday, 10 December, both days inclusive.
7. In order to ensure an orderly arrangement of affairs at the General Meeting, Forms of Proxy should
be lodged with the Meeting Scrutineers by 10:00 am on Wednesday, 15 December 2021, failing
which Forms of Proxy may be emailed to the Meeting Scrutineers (who will provide same to the
Chairperson of the General Meeting) at any time prior to the commencement of the General Meeting,
provided that such Form of Proxy and the identification must be verified and registered before the
commencement of the General Meeting.
8. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
9. For purposes of being eligible to participate in the Offer, no Dematerialisation and rematerialisation
of the Shares may take place after the last day to trade in the Shares for participation in the Offer
being Tuesday, 5 April 2022. For the avoidance of doubt, Offer Participants cannot Dematerialise or
rematerialise once they have validly accepted the Offer.
10. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to them
by EFT into the bank account nominated by them in the Form of Acceptance and Transfer by no
later than the Payment Date, being within six Business Days after the later of the Offer being
declared unconditional and the date on which such Shareholders deliver Forms of Acceptance and
Transfer (blue) and Documents of Title to the Transfer Secretaries, with the last Payment Date being
the first Business Day after the Closing Date.
11. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or Broker
updated by no later than the Payment Date, being within six Business Days after the later of the
Offer being declared unconditional and the date on which the CSDPs or Brokers of such Offeree
Shareholders notify the Transfer Secretaries of their acceptance of the Offer, with the last Payment
Date being the first Business Day after the Closing Date.
Pretoria
18 November 2021
Corporate Advisor to CSG: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited
Legal Advisor to CSG: CMS RMPartners Proprietary Limited
Independent Expert: Mazars Corporate Finance (Pty) Limited
Legal Advisor to ARC Fund: Webber Wentzel
Date: 18-11-2021 01:25:00
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