Wrap Text
Announcement regarding the posting of a Circular to Putprop Shareholders and a Notice of General Meeting
PUTPROP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/001085/06)
JSE share code: PPR ISIN: ZAE000072310
(“Putprop” or “the Company”)
13 November 2026
ANNOUNCEMENT REGARDING THE POSTING OF A CIRCULAR TO PUTPROP SHAREHOLDERS AND
A NOTICE OF GENERAL MEETING
1. INTRODUCTION AND BACKGROUND
1.1 Putprop shareholders (“Shareholders”) are referred to the firm intention announcement released
on the Stock Exchange News Service (“SENS”) of JSE Limited (“the JSE”) on Friday, 16 October
2026, in which Shareholders were advised that the board of directors of Putprop (“the Board”) had
resolved to propose a scheme of arrangement in terms of section 114(1), read with section 115, of
the Companies Act, No. 71 of 2008, as amended (“the Companies Act”), between Putprop and its
Shareholders (“the Scheme”).
1.2 In terms of the Scheme, Putprop will repurchase all of the ordinary shares in its issued share capital,
other than the ordinary shares held by the Shareholders comprising the Carleo Group (as defined in
the Circular) (“the Excluded Shareholders”), being a maximum of 13,545,666 Putprop ordinary
shares representing 31.94% of the ordinary shares in issue (“the Scheme Shares”), from the
holders of the Scheme Shares (“the Scheme Participants”), for a cash consideration of R9.00
(900.00 cents) per Scheme Share (“the Scheme Consideration”). The maximum aggregate
Scheme Consideration is R121,910,994. The Board has determined, in terms of the relevant
provisions of the Income Tax Act, 58 of 1962 (“the Income Tax Act”), that the Scheme Consideration
of 900.00 cents per Scheme Share comprises:
1.2.1 a return of capital, being a transfer of contributed tax capital, of R0.9952 (99.52000 cents) per
Scheme Share, being R13,480,646.80 in aggregate in respect of the maximum number of
Scheme Shares. The transfer of contributed tax capital does not constitute a dividend and is
not subject to dividends tax; and
1.2.2 a dividend, as defined in section 1(1) of the Income Tax Act, of R8.0048 (800.48000 cents)
per Scheme Share, being R108,430,347.20 in aggregate in respect of the maximum number
of Scheme Shares. The dividend is subject to dividends tax at the rate of 20%, unless an
exemption or a reduced rate applies. For a Scheme Participant that is not exempt from
dividends tax, the dividend per Scheme Share is a gross amount of R8.0048 (800.48000
cents), dividends tax at 20% of R1.60096 (160.09600 cents) and a net amount of R6.40384
(640.38400 cents), so that the net Scheme Consideration payable to that Scheme Participant
is R7.39904 (739.90400 cents) per Scheme Share.
1.3 Upon implementation of the Scheme, the listing of all of the Putprop ordinary shares will be removed
from the Main Board of the JSE in terms of paragraph 1.8(d) of the JSE Listings Requirements (“the
Delisting”). 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.
1.4 The Scheme constitutes an “affected transaction” as defined in section 117(1)(c)(iii) of the
Companies Act and is accordingly regulated by the Companies Act, the Takeover Regulations
contained in Chapter 5 of the Companies Regulations, 2011 (“the Takeover Regulations”) and the
Takeover Regulation Panel (“the TRP”).
1.5 The Scheme Consideration represents a premium of 99.1% to the closing price of the Putprop
ordinary shares of R4.52 on 29 September 2026, being the last trading day prior to the release on
SENS of the cautionary announcement relating to the Scheme, 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 that date, respectively.
2. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
2.1 Shareholders are advised that a circular setting out the full terms and conditions of the Scheme and
the Delisting (“the Circular”) has been posted to Shareholders today, Friday, 13 November 2026,
and is available on the Company’s website at https://putprop.co.za/investors/.
2.2 The Circular includes, amongst other things:
2.2.1 the report of the independent expert (“the Independent Expert”) prepared in terms of section
114(3) of the Companies Act and Regulation 90 of the Takeover Regulations;
2.2.2 the opinion and recommendation of the independent board of Putprop (“the Independent
Board”);
2.2.3 the salient dates and times relating to the Scheme;
2.2.4 the text of sections 115 and 164 of the Companies Act;
2.2.5 a notice convening a general meeting of Shareholders (“the General Meeting”);
2.2.6 a form of proxy (blue) for use by certificated Shareholders and own-name dematerialised
Shareholders; and
2.2.7 a form of surrender, transfer and acceptance (pink) for use by certificated Shareholders only.
3. SCHEME CONDITIONS
3.1 The implementation of the Scheme remains subject to the fulfilment or, where capable of waiver, the
waiver of the conditions precedent set out in paragraph 4 of the Circular (“the Scheme Conditions”)
by not later than 17:00 on Monday, 8 February 2027 (“the Long Stop Date”), being, in summary:
3.1.1 all approvals, consents or waivers from South African regulatory authorities necessary in
relation to the Scheme, other than the compliance certificate to be issued by the TRP, having
been obtained on an unconditional basis or on terms acceptable to Putprop;
3.1.2 the JSE having 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 JSE Listings
Requirements upon implementation of the Scheme;
3.1.3 all Shareholder approvals and resolutions necessary to give effect to the Scheme, including
the special resolution approving the Scheme ("Scheme Special Resolution"), having been
obtained;
3.1.4 if one or more Shareholders (other than Excluded 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, such objections to, and votes against, the
Scheme Special Resolution, and any valid demands subsequently made in terms of sections
164(5) to 164(8) of the Companies Act, remaining at or below 2% of all of the Putprop ordinary
shares in issue, as more fully set out in paragraph 4 of the Circular; and
3.1.5 if court approval of the Scheme is required as envisaged in section 115(2)(c) of the Companies
Act, that approval having been obtained and no appeal or review having been timeously
lodged or, if lodged, having been unsuccessful, or section 115(2)(c) having otherwise ceased
to apply.
3.2 Save for the Scheme Condition referred to in paragraph 3.1.4, which may be waived by Putprop and
any waiver of which will be released on SENS, the Scheme Conditions are regulatory or statutory in
nature and are not capable of being waived, in whole or in part, by Putprop.
3.3 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 released on SENS.
3.4 If the Scheme Conditions are not fulfilled or, where capable of waiver, waived by the Long Stop Date,
the Scheme will not be implemented, the Delisting will not take place and Shareholders will retain
their Putprop ordinary shares.
3.5 Whilst not a Scheme Condition, the Scheme will not be implemented until a compliance certificate
has been issued by the TRP in terms of section 119(4)(b), read with section 121(b), of the Companies
Act.
4. GENERAL MEETING
4.1 The General Meeting will be held at Putprop House, 22 Impala Road, Chislehurston, Sandton at
10:00 on Monday, 14 December 2026, and will also be accessible for electronic participation, for the
purpose of considering and, if deemed fit, passing the resolutions required to implement the Scheme.
4.2 The record date for receiving notice of the General Meeting is Friday, 6 November 2026. The record
date for participating in and voting at the General Meeting is Friday, 4 December 2026 and the last
day to trade in order to be recorded in the register for the General Meeting is Tuesday, 1 December
2026.
4.3 The Scheme requires approval by way of a special resolution adopted by at least 75% of the voting
rights exercised on that resolution, in terms of section 115(2)(a) of the Companies Act. The notice of
General Meeting also proposes special resolution number 2, in terms of which the Scheme Special
Resolution will be revoked, in accordance with section 164(9)(c) of the Companies Act, if the Scheme
fails or lapses. The same approval and quorum thresholds apply to both special resolutions. In terms
of section 115(4) of the Companies Act, the Excluded Shareholders are not entitled to vote on either
special resolution and their voting rights will not be taken into account for quorum purposes.
5. EXCLUDED SHAREHOLDERS AND IRREVOCABLE UNDERTAKINGS
5.1 The Excluded Shareholders, being the members of the Carleo Group, hold in aggregate 28,859,467
Putprop ordinary shares, representing 68.06% of the Putprop ordinary shares in issue. Carleo
Enterprises Proprietary Limited (“Carleo Enterprises”), which owns 66.36% of the Putprop ordinary
shares, is an “acquiring party” for purposes of the Companies Act and each other member of the
Carleo Group is deemed to be acting in concert with Carleo Enterprises in respect of the offer by
Putprop to repurchase all of the Scheme Shares, in terms of the Scheme, by virtue of being related
or inter-related to Carleo Enterprises and one another as contemplated in section 2 of the Companies
Act. 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 resolutions contained in the Circular
("Resolutions"); or (b) required to be voted in support of the Resolutions, or actually voted in support
of the Resolutions. The Carleo Group are therefore not entitled to vote at the General Meeting.
5.2 Each of the Excluded Shareholders has irrevocably undertaken in favour of Putprop that it will not
dispose of any of its Putprop ordinary shares prior to the Scheme being implemented or it being
advised in writing by Putprop that the Scheme has failed or will not proceed.
5.3 Putprop has received irrevocable undertakings from Shareholders holding in aggregate 9,386,375
Putprop ordinary shares, representing 69.29% of the Scheme Shares and 22.13% of the Putprop
ordinary shares in issue, to vote in favour of the resolutions to be proposed at the General Meeting.
The identity of each such Shareholder, and the material terms of each irrevocable undertaking, are
set out in Annexure H to the Circular.
6. OPINION AND RECOMMENDATION
6.1 The Independent Board appointed Forvis Mazars Corporate Finance Proprietary Limited as the
Independent Expert to provide it 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.
6.2 The Independent Expert has concluded that the terms and conditions of the Scheme, and the
Scheme Consideration, are fair and reasonable to the Scheme Participants. The full opinion, the
assumptions on which it is based and its limitations are set out in Annexure A to the Circular.
6.3 The Independent Board, having considered the terms and conditions of the Scheme and taken
account of the report of the Independent Expert as required by Regulation 110 of the Takeover
Regulations, is of the opinion that the Scheme Consideration is fair and reasonable to the Scheme
Participants, and accordingly recommends that Scheme Participants vote in favour of the resolutions
set out in the notice convening the General Meeting. The members of the Independent Board are
unanimous in that opinion and recommendation.
7. APPRAISAL RIGHTS
7.1 Shareholders are advised of their appraisal rights in terms of section 164 of the Companies Act. A
Shareholder who wishes to exercise those rights must give Putprop written notice objecting to the
special resolution before it is voted on, must not vote in favour of that resolution, and must thereafter
comply with the further requirements of section 164 within the periods prescribed in that section.
7.2 The full text of sections 115 and 164 of the Companies Act is set out in Annexure B to the Circular.
The exercise of appraisal rights is a matter of individual choice and Shareholders should seek their
own advice. Putprop and its advisers give no advice on whether appraisal rights should be exercised.
8. TAXATION
8.1 The following is a summary of the material South African tax consequences of the Scheme for
Scheme Participants. It is general in nature, it does not purport to be complete and it does not
constitute tax advice. The full summary is set out in paragraph 15 of the Circular. Each Shareholder
should consult its own tax adviser as to the consequences of the Scheme in its particular
circumstances.
8.2 Nature of the payment: the Scheme Consideration of 900.00 cents per Scheme Share comprises a
return of capital of 99.52000 cents per Scheme Share, being a transfer of contributed tax capital, and
a dividend of 800.48000 cents per Scheme Share, as set out in paragraph 1.2. An equal amount of
contributed tax capital will be transferred in respect of each Scheme Share. Putprop will notify
Scheme Participants in writing of the amount of the return of capital, as required by paragraph 76(4)
of the Eighth Schedule to the Income Tax Act.
8.3 Dividends tax: the dividend portion of the Scheme Consideration is subject to dividends tax at the
rate of 20%, being 160.09600 cents per Scheme Share, which Putprop, or the regulated intermediary
through which the Scheme Consideration is paid, is required to withhold, unless an exemption or a
reduced rate applies. South African resident companies are generally exempt from dividends tax and
the 20% rate may be reduced in terms of an applicable double taxation agreement. A Scheme
Participant claiming an exemption or a reduced rate must submit the prescribed declaration and
written undertaking to Putprop, to the Transfer Secretary or to its Central Securities Depository
Participant (“CSDP”) or broker, as applicable, by the date recorded in the form of surrender, transfer
and acceptance (pink) or advised by its CSDP or broker. The return of capital portion does not
constitute a dividend and is not subject to dividends tax.
8.4 Capital gains tax and income tax: the return of capital portion is treated as proceeds on the disposal
of the Scheme Shares for the purposes of the Eighth Schedule to the Income Tax Act, and the
dividend portion is excluded from proceeds in terms of paragraph 35(3)(a) of that Schedule, subject
to paragraph 43A. Corporate Scheme Participants are referred to the anti-avoidance rules in section
22B of the Income Tax Act and paragraph 43A of the Eighth Schedule, which may in certain
circumstances treat an exempt dividend received in respect of the Scheme Shares as income or as
proceeds.
8.5 Securities transfer tax: securities transfer tax (“STT”) is levied at the rate of 0.25% of the taxable
amount of a security in terms of the Securities Transfer Tax Act, 25 of 2007. The repurchase of the
Scheme Shares by Putprop constitutes a transfer of a security for the purposes of that Act, and any
STT payable in respect of the transfer of the Scheme Shares to Putprop will be borne by Putprop.
8.6 Non-resident Scheme Participants: a Scheme Participant that is not a resident of South Africa for tax
purposes will generally not be subject to income tax or capital gains tax in South Africa on the return
of capital portion of the Scheme Consideration, unless the Scheme Shares are effectively connected
with a permanent establishment of that Scheme Participant in South Africa or constitute an interest
in immovable property situated in South Africa as contemplated in paragraph 2(2) of the Eighth
Schedule to the Income Tax Act. The dividend portion is subject to dividends tax as set out in
paragraph 8.3.
8.7 Nothing in this announcement constitutes tax advice. Neither Putprop nor any of its advisers accepts
any responsibility for the tax consequences of the Scheme for any Shareholder.
9. SALIENT DATES AND TIMES
9.1 The salient dates and times set out below are subject to change. Any change will, where required,
be approved by the TRP and the JSE and released on SENS. The dates from the issue of the TRP
compliance certificate onwards assume that no court approval of the Scheme is required and that
Putprop was not required to send a notice of the adoption of the Scheme Special Resolution to
dissenting Shareholders in terms of section 164(4) of the Companies Act. Capitalised terms used in
the table below that are not defined in this announcement have the meanings given to them in the
Circular.
2026/2027
Firm intention announcement released on SENS Friday, 16 October
Record date for Shareholders to be recorded in the register in order Friday, 6 November
to receive the Circular
Circular posted to Shareholders and this announcement released Friday, 13 November
on SENS
Last day to trade in order to be recorded in the register for the Tuesday, 1 December
General Meeting
Record date for participating in and voting at the General Meeting Friday, 4 December
Last day for receipt of forms of proxy (blue) by the Transfer Thursday, 10 December
Secretary, by 10:00
Last day to lodge forms of proxy (blue) not received by the Transfer Monday, 14 December
Secretary with the chairman of the General Meeting, at any time
before voting at the General Meeting
General Meeting, at 10:00 (Declaration date) Monday, 14 December
Results of the General Meeting released on SENS Monday, 14 December
Last day for a dissenting Shareholder to require Putprop to seek Tuesday, 22 December
court approval, in terms of section 115(3)(a), but only if the Scheme
Special Resolution was opposed by at least 15% of the voting rights
exercised thereon
Last day for a Shareholder who voted against the Scheme Special Wednesday, 30 December
Resolution to apply to the Court for leave to apply for a review of
that resolution, in terms of section 115(3)(b)
Last day for Putprop to send a notice of the adoption of the Scheme Wednesday, 30 December
Special Resolution to objecting Shareholders, in terms of section
164(4)
Dates from this point on assume that no court approval of the Scheme is required and that
Putprop was not required to send a notice of the adoption of the Scheme Special
Resolution in terms of section 164(4)
Expected date of issue of the TRP compliance certificate Tuesday, 5 January
Expected date on which the Scheme is declared wholly Tuesday, 5 January
unconditional
Finalisation announcement released on SENS by 11:00 Tuesday, 5 January
Application for the removal of the listing of the Putprop ordinary Thursday, 7 January
shares lodged with the JSE
Last day to trade in order to participate in the Scheme Tuesday, 12 January
Suspension of the listing of the Putprop ordinary shares Wednesday, 13 January
Scheme Record Date Friday, 15 January
Operative Date of the Scheme, and settlement of the Scheme Monday, 18 January
Consideration
Termination of the listing of the Putprop ordinary shares on the JSE Tuesday, 19 January
Notes:
1. Putprop Shareholders should note that no dematerialisation or rematerialisation of Putprop
ordinary shares may take place from the business day following the last day to trade in order to
be recorded in the register for the General Meeting up to and including the record date for the
General Meeting, and, if the Scheme becomes operative, on or after the business day following
the Last Day to Trade.
2. Trades in Putprop ordinary shares on the JSE are settled in the electronic settlement system used
by Strate three business days after the trade date. A Shareholder who acquires Putprop ordinary
shares on the JSE after the close of trade on the last day to trade in order to be recorded in the
register for the General Meeting will accordingly not be recorded in the register on the record date
for the General Meeting, and will not be entitled to vote at the General Meeting.
3. Dematerialised Shareholders other than those with own name registration must provide their
CSDP or broker with their voting instructions by the cut off time and date stipulated in the relevant
custody agreement.
4. A Putprop Shareholder who wishes to exercise Appraisal Rights is referred to paragraph 6 and
to Annexure B of the Circular for the purpose of determining the periods prescribed by section
164 of the Companies Act.
5. The exercise of Appraisal Rights, or the exercise by a Shareholder of the right in terms of section
115(3) of the Companies Act to require the approval of the Court, may result in changes to the
dates and times above, in which case a revised timetable will be released on SENS and Putprop
Shareholders will be notified of the applicable dates and times.
6. If the General Meeting is adjourned or postponed, the dates and times above will change, but a
form of proxy (blue) submitted in respect of the General Meeting will remain valid in respect of the
adjourned or postponed meeting.
7. Although the dates and times above are stated to be subject to change, that statement is not, and
must not be regarded as, a consent or a dispensation in respect of any change to a time period
prescribed by the Companies Act, the Takeover Regulations or the Listings Requirements. Any
such consent or dispensation must be specifically applied for and granted.
8. All times shown are South African standard time.
10. FURTHER INFORMATION
10.1 Shareholders are advised to read the Circular in its entirety before deciding how to vote on the
resolutions to be proposed at the General Meeting. Any further announcements relating to the
Scheme will be released on SENS in due course.
11. RESPONSIBILITY STATEMENT OF THE BOARD
11.1 Save as set out in paragraph 11.2, the Board collectively and individually accepts full responsibility
for the accuracy of the information given in this announcement, and certifies that, to the best of its
knowledge and belief, there are no facts that have been omitted which would make any statement in
this announcement false or misleading, and that the information contained in this announcement
relating to Putprop is true. The Board confirms that it has made all reasonable enquiries to ascertain
such facts.
11.2 Mr Paolo Senatore is excluded from the statement in paragraph 11.1 by reason of his membership
of the Carleo Group and his directorship of Carleo Enterprises, as contemplated in Regulation 106(5)
of the Takeover Regulations.
12. RESPONSIBILITY STATEMENT OF THE INDEPENDENT BOARD
12.1 The Independent Board collectively and individually accepts responsibility for the information
contained in this announcement relating to the Scheme and for its opinion and recommendation,
certifies that, to the best of its knowledge and belief, that information is true, and confirms that this
announcement does not omit anything likely to affect the importance of that information, as
contemplated in Regulation 106(7)(j) of the Takeover Regulations.
12.2 No member of the Independent Board is excluded from the statement in paragraph 12.1.
Johannesburg
Friday, 13 November 2026
Transaction adviser to Putprop: Tenurey BSM Proprietary Limited
Transaction sponsor to Putprop: BSM Sponsors Proprietary Limited
Legal and tax adviser to Putprop: Werksmans Attorneys
Independent expert to the Independent Board: Forvis Mazars Corporate Finance Proprietary Limited
Date: 13/11/2026 11:15:00
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.
Sharenet Sites 
