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Distribution of circular and notice of general meeting
AFRICAN RAINBOW CAPITAL INVESTMENTS
LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number C148430)
JSE and A2X Share Code: AIL
ISIN: MU0553S00000
("ARCI" or "the Company" or "ARC
Investments")
AFRICAN RAINBOW CAPITAL PROPRIETARY K2025167229 (SOUTH AFRICA)
LIMITED PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2015/000394/07) (Registration number 2025/167229/07)
("ARC") ("ARC Subsidiary")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
1. Introduction
1.1 ARCI shareholders ("Shareholders") are referred to the announcement on SENS and A2X
on Tueday,18 March 2025 ("the Announcement"), where they were advised of an offer to
Shareholders, a proposed delisting of ARCI from the exchanges operated by JSE Limited
("JSE") and A2X Markets ("Delisting"), and the proposed re-domiciliation of ARCI from
Mauritius to South Africa ("Re-domiciliation").
1.2 In order to facilitate the Delisting of ARCI, ARC and ARC Subsidiary, (collectively the
"Offerors") have offered to acquire all the issued ordinary shares in ARCI ("Shares") not
already owned by the Offerors ("Offer"), subject to the terms and conditions set out in the
Announcement.
1.3 Subject to the fulfilment of the conditions precedent set out in the Announcement, which
includes the Shareholders approving, with the requisite majority, the resolutions required to
approve the Delisting and the Re-domiciliation at a general meeting ("General Meeting"),
the Offer will result in the Delisting, in accordance with paragraphs 1.14, 1.15 and 1.16 of
the JSE Listings Requirements, and the Re-domiciliation.
1.4 Shareholders are now advised that the circular, incorporating the notice of General Meeting,
form of proxy and Form of Acceptance and Transfer (to be completed by Certificated
Shareholders only) ("Circular") has been distributed to Shareholders today, Monday, 7 April
2025. The regulatory approvals required from the JSE and the Financial Surveillance
department of the South African Reserve Bank for the Circular have been obtained.
1.5 Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Circular.
1.6 Shareholders are advised to obtain a copy of the Circular as follows:
1.6.1 by accessing an electronic copy of the Circular on the Company's website, available
at https://www.arci.mu; or
1.6.2 by contacting the Company Secretary, at arci@intercontinentaltrust.com 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 A General Meeting will be held virtually on Tuesday, 6 May 2025 commencing at 10:00
South African time (12:00 Mauritian time) for the purposes of considering, and if deemed fit,
passing with or without modification, the resolutions to implement the Delisting and the Re-
domiciliation.
2.2 Details of electronic participation by Shareholders at the General Meeting are set out in the
Circular.
3. The salient dates and times, also contained in the Circular, are set out below:
2025
Record date to determine which Shareholders receive the Circular Friday, 28 March
(together with the notice convening the General Meeting) on
Circular (incorporating the notice convening the General Meeting) Monday, 7 April
published and distributed on
Announcement relating to the publishing and distribution of the Monday, 7 April
Circular released on SENS and ANS on
Offer opens at 09:00 am on (refer to note 3 below) Tuesday, 8 April
Last day to trade in Shares in order to be eligible to vote at the Tuesday, 22 April
General Meeting on (refer to notes 4 and 5 below)
Record date in order to be eligible to vote at the General Meeting on Friday, 25 April
(refer to notes 4 and 5 below)
Last day on which Forms of Proxy (White) should be lodged with the Friday, 2 May
Transfer Secretaries for the General Meeting (by 10:00 am) on (refer
to notes 6 and 7 below)
General Meeting held at 10:00 am on* Tuesday, 6 May
Results of the General Meeting released on SENS and ANS on Tuesday, 6 May
Expected publication of finalisation announcement relating to the Wednesday, 7 May
Offer released on SENS on or about
Expected publication of finalisation announcement relating to the Thursday, 8 May
Offer published in the South African press on or about
Expected last day to trade in Shares in order to participate in the Offer Tuesday, 20 May
on or about (refer to note 8 below)
Expected suspension of the listing of the Shares on the JSE and A2X Wednesday, 21 May
with effect from the commencement of trade on or about
Expected date on which the Offer closes at 12:00 pm on or about Friday, 23 May
Expected Record date on which Offeree Shareholders must hold Friday, 23 May
Shares in order to accept the Offer on or about (refer to note 8 below)
Expected results of the Offer announced on SENS and ANS on or Monday, 26 May
about
Expected results of the Offer published in the South African press on Tuesday, 27 May
or about
Expected payment of Offer Consideration to Offer Participants (refer Wednesday, 28 May
to notes 9 and 10 below)
Expected termination of the listing of the Shares at the Thursday, 29 May
commencement of trade on the JSE and A2X on or about
Re-domiciliation expected date Last quarter
* The General Meeting will not be held in a closed period.
Notes:
1. All dates and times in this announcement 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,
ANS and, if required, published in the press.
3. Offeree Shareholders should note that acceptance of the Offer will be irrevocable.
4. 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, 22 April 2025 will
not be eligible to vote at the General Meeting.
5. 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,
23 April, 2025 and Friday, 25 April, 2025, both days inclusive.
6. In order to ensure an orderly arrangement of affairs at the General Meeting, Forms of Proxy
should be lodged with the Transfer Secretaries by 10:00 am on Friday, 2 May 2025, failing
which Forms of Proxy may be emailed to the Transfer Secretaries (who will provide same to
the Chairman 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.
7. 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.
8. 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, 20 May, 2025. For the avoidance of doubt, Offer
Participants cannot Dematerialise or rematerialise once they have validly accepted the Offer.
9. 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.
10. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or
Broker updated by no later than the Payment Date.
4. Tax implications for Offeree Shareholders
The tax treatment for Offeree Shareholders is dependent on the individual circumstances and
the jurisdiction applicable to such Offeree Shareholders. It is recommended that, if Offeree
Shareholders are uncertain about the tax implications of accepting the Offer and the receipt of
the Offer Consideration, they should seek appropriate professional advice in this regard.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
7 April 2025
Corporate Advisor to ARCI: Deloitte Consulting Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor to ARCI: BLC Robert & Associates
Independent Expert: BDO Corporate Finance Proprietary Limited
Legal Advisor to the Offerors: Webber Wentzel
The contents of this announcement do not constitute legal advice or purport to comprehensively
deal with the legal, regulatory and tax implications of the Offer, Delisting, Re-Domiciliation or any
other matter relevant to each Shareholder. Shareholders are accordingly advised to consult their
professional advisers about their personal legal, regulatory and tax positions regarding the Offer,
Delisting, Re-Domiciliation or any other matter.
Date: 07-04-2025 04:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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