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Firm Intention Announcement: Putprop Limited to repurchase issued share capital in terms of a Scheme of Arrangement & Withdrawal of Cautionary
PUTPROP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/001085/06)
JSE share code: PPR ISIN: ZAE000072310
(“Putprop” or “the Company”)
FIRM INTENTION ANNOUNCEMENT OF AN OFFER BY PUTPROP LIMITED TO REPURCHASE ALL
OF THE ORDINARY SHARES IN THE ISSUED SHARE CAPITAL OF PUTPROP (OTHER THAN
THOSE HELD BY THE EXCLUDED SHAREHOLDERS) IN TERMS OF A SCHEME OF
ARRANGEMENT, THE CONSEQUENT DELISTING OF PUTPROP FROM THE JSE AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
1.1 Putprop Shareholders (“Shareholders”) are referred to the cautionary announcement
released on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 30
September 2026 (“Cautionary Announcement”).
1.2 Shareholders are advised that the board of directors of Putprop (“Board”) has resolved to
propose a scheme of arrangement (“Scheme”) in terms of section 114(1)(e), read with
section 115, of the Companies Act, No. 71 of 2008, as amended (“Companies Act”),
between Putprop and its Shareholders, in terms of which the ordinary shares (“Scheme
Shares”) held by the Shareholders, other than the shareholders listed in paragraph 6.1
below (collectively the “Carleo Group” or the “Excluded Shareholders”), will be
repurchased by Putprop at R9.00 per Scheme Share in cash (“Offer Price”) (“Proposed
Transaction” or “the Offer”). The offeror in relation to the Offer is Putprop, the Scheme
being a repurchase by Putprop of its own securities. Subsequent to the Scheme being
implemented, Putprop’s ordinary shares are to be delisted from the Main Board of the JSE
in terms of paragraph 1.8(d) of the JSE Listings Requirements (“Listings Requirements”)
(“Delisting”).
1.3 The Proposed Transaction constitutes an “affected transaction” as defined in section
117(1)(c)(iii) of the Companies Act and, as such, is regulated by the Companies Act and the
Takeover Regulations contained in chapter 5 of the Companies Regulations, 2011
(“Takeover Regulations”), and is regulated by the Takeover Regulation Panel (“TRP”).
1.4 The contents of this announcement (“Announcement”) constitute a firm intention by Putprop
to make the Offer to the Participating Shareholders (as defined in paragraph 3.1.1), and
the terms of that Offer are set out in this Announcement.
1.5 The purpose of this Announcement is to, inter alia, notify Shareholders of the Scheme and
the Delisting and to advise them of the salient terms and conditions thereof.
2 RATIONALE FOR THE SCHEME AND THE DELISTING
2.1 Putprop has been listed on the JSE since 4 July 1988. The Board has considered the
benefits that the listing delivers to Shareholders against the costs and the administrative
burden of maintaining it, and has concluded that Putprop no longer warrants a listing on the
JSE. The Putprop ordinary shares are, and have for a sustained period been, materially
illiquid: as at 29 September 2026, being the last trading day prior to the release of the
Cautionary Announcement, and accordingly unaffected by the announcement of the Offer,
164,870 Putprop ordinary shares had been traded over the preceding 90 trading days,
representing only 0.39% of the ordinary shares in issue. The recurring costs attributable to
Putprop’s listing amount to approximately R5.0 million per annum, which is disproportionate
to Putprop’s market capitalisation of approximately R191.67 million as at 29 September
2026.
2.2 Furthermore, given the Company’s current size, transactions that would ordinarily be
concluded on commercial timeframes instead require a circular to Shareholders, an
independent expert, a notice period and JSE review, with the associated cost and delay
incurred whether or not the transaction proceeds.
2.3 The Board is accordingly of the opinion that the Scheme affords Participating Shareholders
an opportunity, which is not otherwise available to them, to realise their entire holding in
cash, at a premium of 99.1% to the closing price of the Putprop ordinary shares of R4.52 on
29 September 2026, and premiums of 65.8%, 65.8% and 46.9% to the volume-weighted
average traded price of the Putprop ordinary shares over the 30, 60 and 90 trading days up
to and including 29 September 2026, respectively.
3 TERMS AND CONDITIONS OF THE SCHEME
3.1 Participating Shareholders and Scheme Consideration
3.1.1 The Participating Shareholders shall be all the registered holders of Scheme Shares,
as reflected in the securities register of Putprop on the record date for participation in
the Scheme (which record date shall be specified in the circular referred to in
paragraph 5.1 (the “Scheme Circular”)), excluding the Excluded Shareholders.
3.1.2 Putprop shall make an offer to repurchase all of the ordinary shares in Putprop save
for the ordinary shares held by the Excluded Shareholders, being a maximum of
13,545,666 Putprop ordinary shares, representing 31.94% of the ordinary shares in
issue, for a cash offer consideration of R9.00 per Putprop ordinary share, for a total
maximum scheme consideration of R121,910,994 (“Scheme Consideration”). The
Scheme Consideration is exclusive of the final gross cash dividend of 8.5 cents per
Putprop ordinary share declared on 16 September 2026. Putprop will not declare or
pay any further dividend or other distribution in respect of the Putprop ordinary shares
prior to the Long Stop Date (as defined in paragraph 4.1).
3.1.3 The class of securities affected by the Scheme is the ordinary shares in the issued
share capital of Putprop. Putprop has 42,405,133 ordinary shares in issue as at the
date of this Announcement, and holds no treasury shares and has no share incentive
or option scheme instruments outstanding.
3.1.4 The Scheme Consideration is payable wholly in cash. Accordingly, the disclosures
contemplated in Regulations 101(7)(b)(iv) and 101(7)(b)(vii) of the Takeover
Regulations, which apply where an offer consideration consists wholly or partly of
offeror securities, are not applicable to the Offer.
3.1.5 In terms of section 35(5)(a) of the Companies Act, the Scheme Shares acquired by
Putprop pursuant to the Scheme will have the same status as shares that have been
authorised but not issued. Following implementation of the Scheme, Putprop will have
28,859,467 ordinary shares in issue, all of which will be held by the Excluded
Shareholders.
3.1.6 Settlement of the Scheme Consideration will be implemented in accordance with the
terms of the Scheme without regard to any lien, right of set-off, counterclaim or other
analogous right to which Putprop may otherwise be, or claim to be, entitled against
any Shareholder which holds Scheme Shares.
3.1.7 The Scheme must be approved by a special resolution of the Shareholders in terms
of section 115(2)(a) of the Companies Act, read with section 65(9) of the Companies
Act (“Scheme Special Resolution”), which requires the support of at least 75% of
the voting rights exercised on that resolution. In terms of section 115(4) of the
Companies Act, the voting rights controlled by an acquiring party, a person related to
an acquiring party, or a person acting in concert with either of them, are not included
in calculating the percentage of voting rights required to be present for quorum
purposes, or required to be voted in support of the resolution. The Excluded
Shareholders will accordingly not be entitled to vote on the Scheme, and their voting
rights will not be taken into account for quorum purposes (see paragraph 6.2 for more
detail in this regard).
3.1.8 The Scheme will be implemented on the issuance of a compliance certificate by the
TRP in terms of section 119(4)(b), read with section 121(b), of the Companies Act.
3.2 Cash confirmation
3.2.1 The Scheme Consideration will be settled from Putprop’s available cash resources
and debt facilities. Putprop has, in accordance with Regulations 111(4) and 111(5) of
the Takeover Regulations, provided the TRP, to its satisfaction, with an irrevocable
unconditional guarantee in the amount of R121,910,994 issued by Investec Bank
Limited, a bank registered in terms of the Banks Act, No. 94 of 1990, in respect of the
Scheme Consideration payable in terms of the Scheme.
4 SCHEME CONDITIONS
4.1 The implementation of the Scheme is subject to the fulfilment of the following conditions
precedent (each a “Scheme Condition”), namely that by not later than 17:00 on Monday, 1
February 2027 (“Long Stop Date”):
4.1.1 all approvals, consents or waivers from those South African regulatory authorities as
may be necessary in relation to the Scheme (excluding the issuance of the compliance
certificate per section 119(4)(b) of the Companies Act by the TRP) are obtained on an
unconditional basis or, to the extent that any such regulatory approvals, consents or
waivers are obtained subject to any condition or qualification, Putprop confirms in
writing that the condition or qualification is acceptable to it;
4.1.2 the JSE has confirmed in writing that it will remove the listing of all of the Putprop
ordinary shares from the Main Board of the JSE in terms of paragraph 1.8(d) of the
Listings Requirements upon implementation of the Scheme;
4.1.3 all Shareholder approvals and/or resolutions as may be necessary to give effect to
the Scheme (including in terms of Putprop’s MOI) have been obtained, including, but
not limited to, the Scheme Special Resolution. The Scheme Special Resolution is
required to be approved by Participating Shareholders, by at least 75% of the voting
rights exercised on that resolution. At the general meeting, sufficient persons of the
Participating Shareholders must be present to exercise, in aggregate, at least 25% of
all the voting rights that are entitled to be exercised on the Scheme Special
Resolution;
4.1.4 if one or more Participating Shareholders give notice objecting to the Scheme Special
Resolution in terms of section 164(3) of the Companies Act and subsequently vote
against that Scheme Special Resolution at the general meeting, either:
4.1.4.1 such objection and subsequent vote take place in respect of less than or equal
to 2% of all of the Putprop ordinary shares; or
4.1.4.2 such objection and subsequent vote take place in respect of more than 2% of all
of the Putprop ordinary shares, and Putprop thereafter receives valid demands in
terms of sections 164(5) to 164(8) of the Companies Act in respect of less than or
equal to 2% of all of the Putprop ordinary shares within the time periods required
in terms of section 164(7) of the Companies Act, provided that any valid demands
received within such time periods that have subsequently been withdrawn will not
be counted for purposes of this paragraph 4.1.4;
4.1.5 if court approval is required for the implementation of the Scheme as envisaged in
section 115(2)(c) of the Companies Act, the Court shall have approved the
implementation of the Scheme and no appeal or review of that decision shall have
been timeously lodged (or if timeously lodged, such appeal or review shall not have
been successful), or the provisions of section 115(2)(c) shall otherwise have ceased
to be applicable (whether as a result of Putprop treating the Scheme Special
Resolution as a nullity or otherwise).
4.2 The Scheme Conditions other than 4.1.4 are regulatory in nature and shall not be capable
of being waived. Scheme Condition 4.1.4 may be waived by Putprop, which waiver shall be
published on SENS.
4.3 Shareholders are hereby advised of their appraisal rights in terms of section 164 of the
Companies Act, the full provisions of which will be contained in the Scheme Circular.
4.4 Whilst not a condition precedent for the implementation of the Scheme, but a statutory
requirement in terms of the Companies Act, the Scheme will not be implemented until a
compliance certificate is obtained from the TRP in accordance with section 119(4)(b), read
with section 121(b), of the Companies Act.
4.5 The Long Stop Date may be extended by Putprop, subject to any approval as may be
required from the TRP. Any extension of the Long Stop Date will be announced on SENS
and published in the South African press.
5 DISTRIBUTION OF THE SCHEME CIRCULAR
5.1 Putprop will issue the Scheme Circular, containing the full terms and conditions of the
Scheme and containing a notice to convene a general meeting of Shareholders to consider,
and if appropriate, approve the Scheme. The Scheme Circular will further include the report
of the independent expert, the opinion and recommendation of the Independent Board, the
salient dates and times relating to the Scheme and the necessary forms to give effect to the
Scheme.
5.2 The Scheme Circular is expected to be distributed to Shareholders on or about Monday, 9
November 2026, being within the 20 business days after the date of this Announcement
allowed by Regulation 102(2)(a) of the Takeover Regulations.
5.3 The general meeting of Shareholders is expected to be held on or about Monday, 7
December 2026, and the expected operative date of the Scheme, on which the Scheme
Consideration will be settled, is on or about Monday, 18 January 2027. The dates in this
paragraph are indicative, are subject to change and are subject to the approval of the TRP
and the JSE, and any change will be released on SENS.
6 EXCLUDED SHAREHOLDERS, CONCERT PARTIES AND BENEFICIAL INTERESTS
6.1 The Excluded Shareholders, being the members of the Carleo Group, hold in aggregate
28,859,467 Putprop ordinary shares, representing 68.06% of the ordinary shares in issue as
at Thursday, 15 October 2026, as follows:
Shareholder Ordinary shares % of shares in
issue
Carleo Enterprises Proprietary Limited 28,139,776 66.35936%
Roelan Trading 176 Proprietary Limited 170,665 0.40246%
CMA Investments 28 Proprietary Limited 170,665 0.40246%
Mr Carmine Pisapia 120,000 0.28298%
Mr Bruno Claudio Carleo 116,001 0.27355%
Carleo Investments Proprietary Limited 85,333 0.20123%
Mr Paolo Senatore 27,151 0.06403%
Mrs Anna Lucia Carleo-Novello 23,273 0.05488%
Mrs Giovanna Adinolfi 5,500 0.01297%
Ms Maria Pia Riguito 1,100 0.00259%
Ms Cristina Novello 3 0.00001%
Total 28,859,467 68.05654%
6.2 Carleo Enterprises Proprietary Limited (“Carleo Enterprises”) is an “acquiring party” for
purposes of the Companies Act and each of Roelan Trading 176 Proprietary Limited, CMA
Investments 28 Proprietary Limited, Mr Carmine Pisapia, Mr Bruno Claudio Carleo, Carleo
Investments Proprietary Limited, Mr Paolo Senatore, Mrs Anna Lucia Carleo-Novello, Mrs
Giovanna Adinolfi, Ms Maria Pia Riguito and Ms Cristina Novello, being the other persons
named in the table in paragraph 6.1, is deemed to be acting in concert with Carleo
Enterprises in respect of the Offer, by virtue of being related or inter-related to Carleo
Enterprises and one another as contemplated in section 2 of the Companies Act. For
purposes of Regulation 101(7)(a) of the Takeover Regulations, the persons acting in concert
with Carleo Enterprises in respect of the Offer are the persons identified in this paragraph
6.2. Accordingly, the voting rights held by the Carleo Group shall not be included in
calculating the percentage of voting rights (a) required to be present, or actually present, in
determining whether the applicable quorum requirements are satisfied in respect of the
Scheme Special Resolution; or (b) required to be voted in support of the Scheme Special
Resolution, or actually voted in support of the Scheme Special Resolution.
6.3 Save as set out in this paragraph 6, neither Putprop nor any person acting in concert with
Putprop holds any beneficial interest in any Putprop ordinary shares, and neither Putprop
nor any person acting in concert with Putprop holds any option to purchase any Putprop
ordinary shares.
6.4 Irrevocable undertakings to vote in favour of the Scheme Special Resolution have been
received from certain Participating Shareholders holding in aggregate 9,329,176 Putprop
ordinary shares, representing 68.87% of the Scheme Shares and 22.00% of the ordinary
shares in issue.
The identity of each such Shareholder, and the terms of each undertaking, will be disclosed
in the Scheme Circular.
6.5 In addition, the members of the Carleo Group have irrevocably undertaken in favour of
Putprop not to dispose of the ordinary shares held by them in Putprop to any third parties
prior to the Scheme being implemented or failing.
6.6 Mr Paolo Senatore, a non-executive director of Putprop, is a member of the Carleo Group
and is accordingly an Excluded Shareholder. Mr Senatore does not serve on the
Independent Board referred to in paragraph 7 below.
7 OPINIONS AND RECOMMENDATIONS OF INDEPENDENT BOARD
7.1 The Board has constituted an independent board of directors comprising Ms Janys Ann Finn,
Mr Hayden Thompson Hartley and Mr Khumbelo Nevhorwa for purposes of the Scheme,
including evaluating the terms and conditions of the Scheme and advising Shareholders
thereon as required in terms of the Companies Act and the Takeover Regulations
(“Independent Board”). The directors constituting the Independent Board are independent
in accordance with Regulation 108 of the Takeover Regulations. The independence of each
director has been duly assessed by the Board, including with reference to the rebuttable
presumptions set out in Regulation 108(8), and none is conflicted as contemplated therein.
7.2 The Independent Board has appointed Forvis Mazars Corporate Finance Proprietary
Limited, an independent expert, to provide the Independent Board with external advice in
the form of a fair and reasonable opinion as contemplated in section 114(3) of the
Companies Act and Regulation 110 of the Takeover Regulations, to inform its assessment
of the Scheme and to make the necessary recommendations for the benefit of Participating
Shareholders. The opinion of the independent expert will be detailed in the Scheme Circular
to be distributed to Shareholders, together with the opinion and recommendation of the
Independent Board.
8 SOLVENCY AND LIQUIDITY TEST
The Board will, prior to the implementation of the Scheme, pass resolutions in accordance with:
8.1 sections 48(2)(a) and 46(1)(a)(ii) of the Companies Act, determining that Putprop shall,
subject to the fulfilment of the Scheme Conditions, repurchase the Scheme Shares; and
8.2 section 46(1)(c) of the Companies Act, acknowledging that it has applied the solvency and
liquidity test contemplated in section 4 of the Companies Act and has reasonably concluded
that Putprop will satisfy such test immediately after repurchasing the Scheme Shares.
9 DELISTING
9.1 Pursuant to the implementation of the Scheme, the listing of all of the Putprop ordinary
shares on the Main Board of the JSE will be terminated in terms of paragraph 1.8(d) of the
Listings Requirements.
10 ARRANGEMENTS, AGREEMENTS AND UNDERTAKINGS
10.1 Save for the irrevocable undertakings referred to in paragraphs 6.4 and 6.5, there are no
arrangements, agreements or undertakings between the Excluded Shareholders, Putprop,
and any director of Putprop or any person who was a director of Putprop in the previous 12
months, or any Shareholder or any person who was a Shareholder in the previous 12
months, that are material to the Scheme.
11 RESPONSIBILITY STATEMENT
11.1 The Independent Board and the Board, individually and collectively:
• accept full responsibility for the accuracy of the information contained in this
Announcement;
• confirm that, to the best of their respective knowledge and belief, the information
contained in this Announcement is true; and
• confirm that this Announcement does not omit anything likely to affect the importance of
the information disclosed.
11.2 Mr Paolo Senatore is excluded from the statement in paragraph 11.1. As set out in paragraph
6.6, Mr Senatore is a member of the Carleo Group and an Excluded Shareholder, and is
accordingly conflicted in relation to the Scheme. Save for Mr Senatore, no member of the
Board or of the Independent Board is excluded from the statement in paragraph 11.1.
12 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
12.1 Pursuant to the release of this Announcement, Shareholders are advised that they no longer
need to exercise caution when dealing in Putprop ordinary shares.
Johannesburg
Friday, 16 October 2026
Transaction adviser Tenurey BSM Proprietary Limited
Transaction sponsor BSM Sponsors Proprietary Limited
Legal and tax adviser Werksmans Attorneys
Independent expert Forvis Mazars Corporate Finance Proprietary Limited
Transfer secretary Computershare Investor Services Proprietary Limited
Date: 16/10/2026 12:40:00
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