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Proposed Transactions Update, Distribution of Circular, Notice of General Meeting and Withdrawal of Cautionary
AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL ISIN: ZAE000221370
Hybrid instrument code: AXLP ISIN: ZAE000221388
(“African Phoenix” or “the Company”)
PROPOSED TRANSACTIONS UPDATE, DISTRIBUTION OF CIRCULAR, NOTICE OF
GENERAL MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
1. INTRODUCTION
Shareholders are referred to the ‘Voluntary Transaction and Cautionary Announcement’
released on SENS on 7 September 2018, and the subsequent renewal of cautionary
announcements, the last of which was dated 18 January 2019, wherein Shareholders were
informed that African Phoenix proposes to implement certain strategic transactions.
The board of directors of African Phoenix (“Board”) is pleased to announce that the
structure of the Proposed Transactions referred to in the aforementioned announcements
has now been finalised and accordingly, the details thereof are set out below.
Furthermore, Shareholders are hereby advised that the combined circular to Ordinary and
Preference Shareholders dated 18 February 2019 (“Circular”) (and using the terms defined
therein unless otherwise stated) containing, inter alia, full details of the Proposed
Transactions, and incorporating:
- Revised Listing Particulars;
- a report prepared by the Independent Expert in terms of section 48(8) read with
sections 114(2) and 114(3) of the Companies Act, and section 1.15(d) and schedule 5 of
the Listings Requirements in relation to the Scheme Repurchase and Voluntary
Repurchase;
- a report prepared by the Independent Expert in terms of section 10 and schedule 5 of
the Listings Requirements in relation to the management arrangements necessary to
implement the BFM Structure as a composite agreement between African Phoenix and a
Related Party; and
- a notice convening a general meeting of Shareholders (“General Meeting”) in order to
consider and, if deemed fit to pass, with or without modification, the special and ordinary
resolutions necessary to approve, inter alia, the Proposed Transactions,
will be distributed today, 18 February 2019.
The Circular is also available on the Company’s website at www.phoenixinvestments.co.za.
2. PROPOSED TRANSACTIONS
2.1. The Company intends to implement the strategic transactions which include the following
key components:
2.1.1. a scheme of arrangement in terms of sections 48, 114 and 115 of the Companies
Act, proposed by the Board between African Phoenix and its Preference
Shareholders, in terms of which African Phoenix will, subject to the terms and
conditions set out in the Circular, repurchase all of the Preference Shares for a
cash consideration of R37.50 (thirty seven Rand and fifty cents) per Preference
Share (“Scheme Repurchase Consideration”) (“Scheme Repurchase”);
2.1.2. a voluntary repurchase, made separately but concurrently with the Scheme
Repurchase, of up to all of the issued Preference Shares from Preference
Shareholders in terms of sections 48, 114 and 115 of the Companies Act, and the
Listings Requirements, subject to the terms and conditions set out in the Circular,
for a cash consideration of R37.50 (thirty seven Rand and fifty cents) per
Preference Share (“Voluntary Repurchase Consideration”) (“Voluntary
Repurchase”), which Voluntary Repurchase will only be implemented if the
Scheme Repurchase is not implemented for any reason whatsoever. Under the
Voluntary Repurchase, the Preference Shareholders may also elect to retain their
Preference Shares;
2.1.3. in furtherance of the BFM Structure, the acquisition by African Phoenix of a limited
partnership interest in a private equity fund to be established as a South African en
commandite partnership, to be known as the "API Capital Fund", through the
contribution of cash only thereto. The API Capital Fund, which will be managed by a
black-owned fund manager, namely API Capital Proprietary Limited (“API
Capital”), in accordance with the B-BBEE Codes, will be established through
African Phoenix (as a limited partner of the API Capital Fund) entering into a limited
partnership agreement, namely the “Partnership Agreement”, with API Capital (as
the general partner of the API Capital Fund (“General Partner”)) and the related
adoption of a new investment policy for African Phoenix and reclassification of
African Phoenix as an "investment entity" in terms of section 15 of the Listings
Requirements;
2.1.4. amendments to the memorandum of incorporation of African Phoenix (“MOI”) to,
inter alia, (i) create a new class of unlisted, non-voting, non-participating convertible
ordinary shares, namely the B Shares, which B Shares are to be issued to the
management team of API Capital (“Management Team”) for purposes of settling
the Management Team’s performance participation entitlements, and other
amendments to the MOI necessary to give effect to the Proposed Transactions; and
2.1.5. the proposed issue of 300 000 000 B Shares by African Phoenix to the participation
partnership (being a partnership operated for the benefit of the Management Team
and/or their related entities, as nominated by the General Partner) and
implementation of the Share Purchase, in terms of which the General Partner will,
in accordance with paragraph 15.4(f) of the Listings Requirements, purchase 1% of
the issued Ordinary Shares in the Company in the open market within three months
of the requisite approvals being obtained from Shareholders.
collectively referred to as the "Proposed Transactions".
2.2. The implementation of the Proposed Transactions (including the entering into of the relevant
agreements relating to the Proposed Transactions) is subject to the approval of the
resolutions required to implement each component of the relevant Proposed Transactions by
the Shareholders in terms of the MOI, the Companies Act and the Listings Requirements, as
applicable, and the terms and conditions set out in the Circular. The JSE has approved the
Circular and the Financial Surveillance Department of the South African Reserve Bank has
approved the Scheme Repurchase, the Voluntary Repurchase, and the delisting of the
Preference Shares (to the extent applicable).
3. RATIONALE FOR THE PROPOSED TRANSACTIONS
3.1. Scheme Repurchase or Voluntary Repurchase
3.1.1. The Preference Shares are legacy from the previous holding company capital
structure, where African Phoenix was the ultimate bank controlling company of
African Bank Limited, and where the Preference Shares were akin to traditional
funding preference shares in the bank controlling company structure. African
Phoenix has departed from all banking-related activities and African Phoenix's
current main business is that of an investment holding company. As such, the
purpose for which the Preference Shares were created is no longer relevant and
the Scheme Repurchase would afford the Preference Shareholders with an
opportunity to exit the current African Phoenix structure. Moreover, the dual capital
structure in African Phoenix creates conflict between the differing share classes and
is unsuitable in the context of an investment holding company creating unnecessary
complexity in the African Phoenix capital structure. It is proposed that African
Phoenix’s capital structure be simplified through a single class of shares (i.e. the
Ordinary Shares) which will also ensure alignment of interests between the
Shareholders.
3.1.2. As set out in the "Voluntary Transaction and Cautionary Announcement", the
Company initially proposed implementing the Voluntary Repurchase (together with
the implementation of, inter alia, the BFM Structure as set out therein). However,
following further confidential Shareholder interaction, it became apparent that
proposing the Scheme Repurchase separately to, but concurrently with, the
Voluntary Repurchase could, if implemented, result in an even greater alignment of
interests between Shareholders. In this context, the Scheme Repurchase, or
alternatively, in the event that the Scheme Repurchase is not adopted by the
requisite majority of Shareholders at the General Meeting and/or the Scheme
Repurchase is not implemented for whatever reason, the Voluntary Repurchase
has been proposed, which allows Preference Shareholders to elect to retain their
Preference Shares.
3.2. Implementation of the BFM Structure and the reclassification of the Company to an
"Investment Entity"
3.2.1. African Phoenix is an investment holding company managed primarily by Black
South Africans who have a proven track record of deploying capital in a manner
that generates long-term economic value for investors. The Proposed Transactions
are a significant step towards realising the Company’s mission primarily due to:
3.2.1.1. preservation of capital for investments which are in line with the
investment holding company classification;
3.2.1.2. reinvigorating the current listed, permanent capital structure to provide
access to additional sources of capital;
3.2.1.3. establishing a B-BBEE investment platform which gives African Phoenix
access to unique investment opportunities that are not typically
available to public market investors;
3.2.1.4. funding investments while enhancing the B-BBEE status of investee
companies with no dilution in value for African Phoenix Shareholders;
3.2.1.5. establishing the long-term alignment of interests between African
Phoenix, the General Partner and African Phoenix Shareholders; and
3.2.1.6. efficiently positioning African Phoenix's capital structure in anticipation
of the updated insurance regulations which will be applicable to the
Company as a result of African Phoenix's holding of Stangen.
4. SCHEME REPURCHASE CONSIDERATION AND VOLUNTARY REPURCHASE CONSIDERATION
4.1. The Scheme Repurchase Consideration or the Voluntary Repurchase Consideration (as the
case may be) will comprise a return of capital to Preference Shareholders of R37.50 per
Preference Share. Accordingly, the Directors have resolved to declare the Scheme
Repurchase Consideration or the Voluntary Repurchase Consideration (as the case may be)
as a return of CTC as defined in section 1 of the Income Tax Act. No portion of the Scheme
Repurchase Consideration or the Voluntary Repurchase Consideration (as the case may be)
will comprise a dividend as defined in section 1 of the Income Tax Act.
4.2. The tax implications of the Scheme Repurchase or Voluntary Repurchase (as the case may
be) are dependent upon the individual circumstances of the Scheme Repurchase
participants or Voluntary Repurchase participants concerned (as the case may be) and the
tax jurisdiction applicable to such Scheme Repurchase participants or Voluntary Repurchase
participants (as the case may be). Scheme Repurchase participants or Voluntary
Repurchase participants (as the case may be) should consequently seek appropriate
professional advice in this regard.
5. BFM STRUCTURE
5.1. The BFM Structure aims to create a permanently empowered investment holding structure
as contemplated in the B-BBEE Codes, the implementation of which will result in certain
changes to the governance structures of the Company as envisaged and set out more fully
in the Circular. The table below sets out the proposed composition of the Board of African
Phoenix should the implementation of the BFM Structure be approved by the requisite
majority of Shareholders at the General Meeting:
African Phoenix Board of Directors1
Name of Director Classification
Alethea Conrad Independent non-executive Director
Nonzukiso Siyotula Independent non-executive Director
Oyama Mabandla2 Executive Director
Reshma Mathura Independent non-executive Director
Samuel Sithole Non-executive Director
1. The Board will remain substantially the same, with the required Board committees in
line with the requirements set out in the Companies Act (read with the Companies
Regulations, 2011), the Listings Requirements and the principles and recommended
practices of King Report on Corporate Governance for South Africa, 2016.
2. Mr Oyama Mabandla is proposed to serve as an executive Director on the Board post
implementation of the Proposed Transactions.
5.2. The API Capital Fund is proposed to be an en commandite partnership established in South
Africa and comprising the General Partner (holding a 0.01% interest in the API Capital Fund)
and a Limited Partner, being African Phoenix (holding a 99.99% interest in the API Capital
Fund). The table below provides an overview of the proposed governance structures in
relation to the management of the API Capital Fund should the BFM Structure be approved
by the requisite majority of Shareholders at the General Meeting.
General Partner's board of BFM Management Team Investment Committee
directors
Morris Mthombeni1 Alu Sithebe Siya Nhlumayo (executive)
Shafiek Rawoot4 Shafiek Rawoot Shafiek Rawoot (executive)
Siya Nhlumayo* Siya Nhlumayo3 Mahlatse Kabi2(independent
non-executive)
Kamo Mudimbu Aadil Carim (independent
non-executive)
Sean Dougherty
(independent non-executive)
1. Mr Morris Mthombeni will resign as an independent non-executive Director of the
Company and will no longer serve as the chairperson of the Board, as he is proposed to
serve on the board of directors of the General Partner.
2. Ms Mahlatse Kabi will resign as an independent non-executive Director of the Company
as she is proposed to serve on the General Partner's Investment Committee.
3. Mr Siya Nhlumayo will resign as an executive Director of the Company as he is
proposed to serve as a member of the board of directors of the General Partner and a
member of the General Partner's Investment Committee.
4. Mr Shafiek Rawoot will resign as an executive Director of the Company as he is
proposed to serve as a member of the board of directors of the General Partner and as
a member of the General Partner's Investment Committee.
5.3. All the investment decisions of the API Capital Fund will be taken by the Investment
Committee of the General Partner, which will sit as a sub-committee of the board of directors
of the General Partner and, as indicated above, will comprise a majority of independent non-
executive members.
5.4. The salient features of the key potential fees due to the General Partner in relation to the
services provided are summarised in the table below and are more fully set out in the
Circular:
Proposed Fee Calculation
1. Management fee The General Partner will be entitled to receive a Fund
Management Fee of 1.00% per annum of the API Fund's
Average Invested NAV, provided that the minimum annual fee
will amount to R19 million for the first accounting period (and
increasing by 7% for each subsequent financial year).
2. Performance The Performance Participation shall entitle holders of the B
Participation* Shares to receive 16% of the profit share over and above the
hurdle return rate of 10%, assessed and paid at the end of
each Measurement Period, calculated by taking into account
the average of 75% of the Invested NAV during a
Measurement Period and 25% of the increase in African
Phoenix's market capitalisation during the same Measurement
Period, as exceeds the performance hurdle of 10%.
i. On the relevant Measurement Date, the B Shares will automatically convert to A
Shares on a one for one basis, in accordance with, and as envisaged by, the terms
attaching to the B Shares including the formulae set out therein. The terms attaching
to the B Shares also preclude the conversion into issued A Shares at a discount.
Furthermore, as 300 000 000 B Shares will be issued to the Participation Partnership,
no more than 300 000 000 A Shares can be issued to the Participation Partnership on
conversion of the B Shares into A Shares in accordance with the terms attaching to
the B Shares.
ii. The fairness of the overall fee structure in relation to the management of the API
Capital Fund has been assessed by the Independent Expert who is of the opinion that
the key terms thereof in unity are fair to the Shareholders. A signed copy of the
Independent Expert's report regarding the management arrangements necessary to
implement the BFM Structure is available for inspection as set out in the Circular, a
copy of which is attached to the Circular as Annexure 2.
6. SHAREHOLDER SUPPORT
African Phoenix has received support from the Shareholders representing in aggregate
c. 48.04% of the issued Ordinary Shares and c. 41.77% of the issued Preference Shares
(together representing approximately 48.02% of the aggregate voting rights in the Company).
7. INDEPENDENT EXPERT REPORTS
7.1. Ernst & Young Advisory Services Proprietary Limited (“EY”) has been appointed by the
independent sub-committee of the Board (“Independent Sub-committee”) as the
Independent Expert in accordance with:
7.1.1. section 5.69 of the Listings Requirements, read with section 1.15 thereof, to advise
the Board on whether the Scheme Repurchase, or in the alternative, the Voluntary
Repurchase is fair to Preference Shareholders. The report of the Independent
Expert is incorporated as Annexure 1 to the Circular. The Board, and separately the
Independent Sub-committee, is of the opinion that the Scheme Repurchase, or in
the alternative, the Voluntary Repurchase is fair insofar as the Preference
Shareholders are concerned and the Independent Sub-committee has been so
advised by the Independent Expert; and
7.1.2. section 10.4(f) of the Listings Requirements, to advise the Board on whether the
key elements of the management arrangements necessary to implement the BFM
Structure, are fair to Shareholders. The report of the Independent Expert is
incorporated as Annexure 2 to the Circular. The Board, and separately the
Independent Sub-committee, is of the opinion that key elements of the
management arrangements required to implement the BFM Structure are fair
insofar as the Shareholders are concerned and the Independent Sub-committee
has been so advised by the Independent Expert.
8. DIRECTORS OPINION AND RECOMMENDATIONS
The Directors, and separately the Independent Sub-committee, having carefully considered
the terms, conditions and rationale of the Proposed Transactions are of the opinion, that the
Proposed Transactions are fair and could create value for Shareholders. Accordingly, the
Directors, and separately the Independent Sub-committee, recommend that Shareholders
vote in favour of all of the resolutions to be proposed at the General Meeting required in order
to implement the Proposed Transactions.
9. NOTICE OF GENERAL MEETING
9.1. Notice is hereby given that the General Meeting of the Company’s Shareholders will be
held (subject to any adjournment, postponement or cancellation) at 13:00 on Wednesday,
20 March 2019, at Webber Wentzel, 90 Rivonia Road, Sandton, to consider, and, if
deemed fit, to pass, with or without modification, the special and ordinary resolutions set
out in the notice of General Meeting, which is contained in the Circular.
9.2. The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the
Companies Act, the record date for the purpose of determining which Shareholders of the
Company are entitled to participate in and vote at the General Meeting is Friday, 15 March
2019. Accordingly, the last day to trade African Phoenix Shares in order to be recorded in
the Company’s securities register to be entitled to vote will be Tuesday, 12 March 2019.
9.3. Voting on all resolutions will be in accordance with the rights attaching to the Shares as
envisaged in the MOI and Shareholders should see the Circular in this regard.
10. SALIENT DATES OF THE PROPOSED TRANSACTIONS
10.1. The salient dates pertaining to the Proposed Transactions, also contained in the Circular,
are set out in the table below.
2019
Record date to determine Shareholders that are eligible to Friday, 8 February
receive the Circular and notice of General Meeting
Circular distributed to the Shareholders and notice convening Monday, 18 February
the General Meeting published on SENS on
Last day to trade in order to be recorded on the Register in order Tuesday, 12 March
to be eligible to vote at the General Meeting
Record date to be recorded on the Register and hence eligible Friday, 15 March
to vote at the General Meeting
Last day to lodge Forms of Proxy in respect of the General Monday, 18 March
Meeting by 13:00 on
Last date for African Phoenix Shareholders to give notice in Wednesday, 20 March
terms of section 164(3) of the Companies Act to African Phoenix
objecting to the resolution approving the Scheme Repurchase
General Meeting to be held at 13:00 at Webber Wentzel, 90 Wednesday, 20 March
Rivonia Road, Sandton
Results of the General Meeting published on SENS on Wednesday, 20 March
If the Scheme Repurchase is adopted by the requisite majority of
African Phoenix Shareholders at the General Meeting:
Last day on which Shareholders who voted against the Scheme Thursday, 28 March
Repurchase can make application to the court in terms of
section 115(3)(a) of the Companies Act (if applicable) on
Last day for African Phoenix Shareholders who voted against Thursday, 4 April
the Scheme Repurchase to apply to court for leave to apply for a
review the Scheme Repurchase in terms of section 115(3)(b) of
the Companies Act (if applicable) on
Last date for African Phoenix to give notice of adoption of the Thursday, 4 April
special resolution approving the Scheme Repurchase in terms of
section 164(4) of the Companies Act to Dissenting Shareholders on
Scheme Repurchase Conditions are fulfilled or waived
(to the extent applicable):
Finalisation Date in respect of the Scheme Repurchase Monday, 8 April
expected to be on
Finalisation Date announcement in respect of the Scheme Monday, 8 April
Repurchase expected to be released on SENS by no later than
11:00 on
Expected last day to trade in order to be recorded on the Monday, 15 April
Register in order to be eligible to participate in the Scheme
Repurchase
Suspension of listing of Preference Shares on the JSE expected Tuesday, 16 April
to take place at the commencement of trade on
Forms of Surrender and Transfer to be received by the Transfer Thursday, 18 April
Secretaries on or before 12:00 on
Scheme Repurchase Record Date Thursday, 18 April
Scheme Repurchase Participants who are Dematerialised Tuesday, 23 April
Shareholders expected to have their accounts held at their
CSDP or Broker credited with the Scheme Repurchase
Consideration on or about
Scheme Repurchase Consideration expected to be paid/posted Tuesday, 23 April
to Scheme Repurchase Participants who are Certificated
Preference Shareholders (provided their Forms of Surrender
and Transfer and Documents of Title are received on or prior to
12:00 on the Scheme Repurchase Consideration Record Date)
on or about
Termination of listing of the Preference Shares on the JSE Wednesday, 24 April
expected to take place at the commencement of trade on or
about
If the Scheme Repurchase is not adopted by the requisite majority of African
Phoenix Shareholders at the General Meeting and/or the Scheme Repurchase is not
implemented and the Voluntary Repurchase is adopted by African Phoenix
Shareholders at the General Meeting:
Last day on which Shareholders who voted against the Thursday, 28 March
Voluntary Repurchase can make application to the court in
terms of section 115(3)(b) of the Companies Act on
Last day for African Phoenix Shareholders who voted against Thursday, 4 April
the Voluntary Repurchase to apply to court for leave to apply for
a review the Voluntary Repurchase in terms of section 115(3)(b)
of the Companies Act (if applicable) on
Voluntary Repurchase Conditions are fulfilled or waived (to the extent applicable):
Finalisation Date in respect of the Voluntary Repurchase Monday, 8 April
expected to be on
Finalisation Date announcement in respect of the Voluntary Monday, 8 April
Repurchase expected to be released on SENS by no later than
11:00 on
Expected last day to trade in order to be recorded on the Monday, 15 April
Register in order to be eligible to participate in the Voluntary
Repurchase
Suspension of listing of Preference Shares (in the event that all Tuesday, 16 April
of the Preference Shares are repurchased by African Phoenix)
on the JSE expected to take place at the commencement of
trade on
Forms of Election, Surrender and Transfer to be received by the Thursday, 18 April
Transfer Secretaries on or before 12:00 on
Voluntary Repurchase Closing Date Thursday, 18 April
Voluntary Repurchase Record Date Thursday, 18 April
Results of the Voluntary Repurchase published on SENS on Thursday, 18 April
Expected date on which the Voluntary Repurchase is Tuesday, 23 April
implemented
Dematerialised Shareholders participating in the Voluntary Tuesday, 23 April
Repurchase expected to have their accounts held at their CSDP
or Broker credited with the Voluntary Repurchase Consideration
on
Voluntary Repurchase Consideration expected to be paid/posted Tuesday, 23 April
to Certificated Shareholders participating in the Voluntary
Repurchase (provided their Forms of Election, Surrender and
Transfer and Documents of Title are received on or prior to
12:00 on the Voluntary Repurchase Closing Date)
Termination of listing of the Preference Shares (in the event that Wednesday, 24 April
all of the Preference Shares are repurchased by African
Phoenix) on the JSE expected to take place on the
commencement of trade on or about
Notes:
1. All of the above dates and times are subject to change. The dates have been
determined based on certain assumptions including that no court approval or review
of the special resolution approving the implementation of the Scheme Repurchase
or the Voluntary Repurchase will be required. Shareholders will be notified of any
amendments to these salient dates and times on SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business
Days after such trade. Therefore, persons who acquire Shares after the last day to
trade in order to be recorded in the Register to be eligible to vote at the General
Meeting, namely, Tuesday, 12 March 2019 will not be able to vote thereat, but may,
nevertheless, provided the Scheme Repurchase or the Voluntary Repurchase is
adopted and they acquire the Preference Shares on or prior to the Scheme
Repurchase or Voluntary Repurchase last day to trade in order to participate in the
Scheme Repurchase or Voluntary Repurchase, expected to be Monday,
15 April 2019 in respect of the Scheme Repurchase or Monday, 15 April 2019 in
respect of the Voluntary Repurchase.
3. Ordinary Shareholders may not dematerialise or rematerialise their Ordinary Shares
from Tuesday, 16 April 2019 to Thursday, 19 April 2019, both days inclusive.
Preference Shareholders may not dematerialise or rematerialise their Preference
Shares after the last day to trade.
4. A Shareholder may submit a Form of Proxy at any time before the commencement
of the General Meeting (or any adjournment of the General Meeting) or hand it to
the chairman of the General Meeting before the appointed proxy exercises any of
the relevant Shareholder’s rights at the General Meeting (or any adjournment of the
General Meeting), provided that should a Shareholder lodge a Form of Proxy with
the Transfer Secretaries less than 48 hours before the General Meeting, a
Shareholder will also be required to furnish a copy of such Form of Proxy to the
chairman of the General Meeting before the appointed proxy exercises any of such
Shareholder’s rights at the General Meeting (or any adjournment of the General
Meeting).
5. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the
initial General Meeting will remain valid in respect of any such adjournment or
postponement.
6. The FTSE reclassification of the Company is based on, inter alia, the Company's
revenue streams and is expected to occur, in accordance with the FTSE review
cycle. Shareholders will be apprised of developments in this regard through SENS.
7. To the extent that the Preference Shares are not all repurchased, either in terms of
the Scheme Repurchase or the Voluntary Repurchase, such Preference Shares will
remain listed on the JSE under the hybrid instrument code "AXLP" and ISIN
ZAE000221388.
8. All times indicated above are South African standard times.
11. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the ‘Voluntary Transaction and Cautionary Announcement’
released on SENS on 7 September 2018, and the subsequent renewal of cautionary
announcements, the last of which was dated 18 January 2019, and are hereby advised that
further to the details contained in this announcement, caution is no longer required to be
exercised by Shareholders when dealing in the Company’s securities.
12. SHAREHOLDER CONFERENCE CALL
Shareholders are advised that the Company has today made available an investor
presentation in relation to the Proposed Transactions ("Presentation"), which can be
accessed at www.phoenixinvestments.co.za. Shareholders are also invited to register for a
conference call during which Siya Nhlumayo, African Phoenix CEO and Shafiek Rawoot,
African Phoenix CFO, will take participants through the Presentation. Details of the
conference call are:
Date Monday, 18 February 2019
Time 15:00 SAST/CAT
Web pre-registration Interested parties are requested to pre-register for this conference
call at http://www.diamondpass.net/2110410 and follow the
instructions provided.
The website also contains Frequently Asked Questions (FAQs) for further information.
13. DISCLAIMER
13.1. The information contained in this announcement:
13.1.1. is not for publication, distribution or release, in whole or in part, directly or indirectly,
in or into any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction;
13.1.2. does not constitute or form a part of any offer or an invitation or solicitation or
advertisement to purchase and/or subscribe for securities in South Africa, including
an offer to the public for the sale of, or subscription for, or an invitation or the
solicitation of an offer to buy and/or subscribe for, securities as defined in the
Companies Act or otherwise and will not be distributed to any person in South
Africa in any manner that could be construed as an offer to the public as
contemplated in the Companies Act. Accordingly, the information contained in this
voluntary transaction and cautionary announcement does not, nor does it intend to,
constitute a "registered prospectus", as contemplated by the Companies Act and no
prospectus has been, or will be, filed with the South African Companies and
Intellectual Property Commission in relation to the Proposed Transactions; and
13.1.3. may include forward-looking statements about African Phoenix, its prospects and/or
the Proposed Transactions, which are based on current expectations and
projections about future events. These statements may include, without limitation,
any statements preceded by, followed by or including words such as "target",
"believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project",
"will", "can have", "likely", "should", "would", "could" and other words and terms of
similar meaning or the negative thereof. These forward-looking statements are
subject to risks, uncertainties and assumptions about the Company, its subsidiaries
or affiliates and the Proposed Transactions, including, among other things, the
development of African Phoenix's strategy. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not occur. No
representation or warranty is made that any forward-looking statement will come to
pass and, in particular, no representation or warranty is made that the Proposed
Transactions will be implemented (either wholly or in part). No one undertakes to
publicly update or revise any such forward-looking statement. The information
contained in this voluntary transaction and cautionary announcement is provided as
at the date of this voluntary transaction and cautionary announcement and is
subject to change without notice. The Company expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on which any of such
statements are based.
Johannesburg
18 February 2019
Financial advisor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisor
Webber Wentzel
Independent Expert
Ernst & Young Advisory Services Proprietary Limited
Sponsor
Merchantec Capital
Date: 18/02/2019 10:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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