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Related Party Acquisition of MHMK Financial Services Limited: Notice of General Meeting and Distribution of Circular
AFRISTRAT INVESTMENT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ATI - ISIN: ZAE000287587
Debt Issuer Code: ATID
Hybrid Issuer Code: ATIG
(“Afristrat” or “the Company”)
RELATED PARTY ACQUISITION OF MHMK FINANCIAL SERVICES LIMITED: NOTICE OF GENERAL
MEETING AND DISTRIBUTION OF CIRCULAR
1. INTRODUCTION
1.1. Shareholders are referred to the announcements released on SENS on Tuesday, 18 May 2021 and
Friday, 15 October 2021 (“Announcements”) relating inter alia to the proposed acquisition by
Afristrat of MHMK Financial Services Limited, a share consolidation and the implementation of an
employee share scheme (together, “Proposed Transaction”).
1.2. Unless expressly defined in this announcement, capitalised terms herein have the meaning given to
them in the Announcements.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. A circular detailing the Proposed Transaction (“Circular”) has today been distributed to the preference
and ordinary shareholders of Afristrat, that were recorded as such on the shareholders’ register of
the Company (“Register”) as at Friday, 3 December 2021. The Circular also incorporates a notice
convening a general meeting (“General Meeting”) of Afristrat ordinary shareholders
(“Ordinary Shareholders”).
2.2. Accordingly, notice is hereby given that the General Meeting will be held at 10:00 on Thursday,
10 February 2022, conducted entirely by electronic communication as contemplated in
section 63(2)(a) of the Companies Act, the JSE Listings Requirements and the Memorandum of
Incorporation of the Company (“MOI”) to consider and, if deemed fit, to pass, with or without
modification, the requisite resolutions contained in the notice of General Meeting (“Notice”) required
to implement the Proposed Transaction (“Resolutions”).
2.3. The Circular is also available on Afristrat’s website at: https://afristrat.ltd/investor-relations/
3. SHARE CONSOLIDATION
3.1. The authorised and issued ordinary share capital of Afristrat will be consolidated on the basis of 1 for
120, meaning that every 120 Shares will be consolidated into one Share (“Share Consolidation”),
subject to the approval of the Resolutions contained in the Notice relating to the:
3.1.1. Share Consolidation; and
3.1.2. amendments to the MOI,
by the requisite majority of Ordinary Shareholders.
3.2. In implementing the Share Consolidation, the Company is required by the JSE to apply the rounding
principle, that is, an Ordinary Shareholder becoming entitled to a fraction of a share arising from the
Share Consolidation will be rounded down to the nearest whole number, resulting in allocations of
whole ordinary shares and a cash payment for the fraction.
3.3. The value of such cash payment will be the volume weighted average price discounted by 10% on
day immediately following the Share Consolidation last day to trade, which is anticipated to occur on
Wednesday, 6 April 2022 in accordance with the timetable set out in paragraph 5 below.
3.4. The fractional cash payment will not incur Dividend Withholding Tax.
4. EMPLOYEE SHARE SCHEME – THE 2021 ESOP
4.1. As part of the Sale of Shares Agreement entered into between the Company and the GM Trust, the
GM Trust requires, and the Board proposes to establish, an employee share scheme, namely the
"2021 ESOP", further details of which are contained in the Circular.
4.2. The purpose of the 2021 ESOP is to attract, motivate, reward and retain persons who are able to
influence the performance of the Group on a basis which aligns their interests with those of the
Ordinary Shareholders.
4.3. The implementation of the 2021 ESOP is subject to the approval of the relevant Resolutions set out
in the Notice by the requisite majority of Ordinary Shareholders.
5. IMPORTANT DATES AND TIMES
5.1. Shareholders are referred to the table below setting out the salient dates and times in relation to the
Proposed Transaction.
5.2. Capitalised terms used in this paragraph 5 that are not otherwise defined, bear the meanings ascribed
to them in the Circular.
2021
Record date to determine which Ordinary Shareholders and Preference Friday, 3 December
Shareholders are eligible to receive the Circular on1
Circular distributed to Ordinary Shareholders and Preference Monday, 13 December
Shareholders and notice convening the General Meeting of Ordinary
Shareholders announced on SENS on1
Notice of General Meeting published in the press on Tuesday, 14 December
2022
LDT in order to be eligible to participate in and vote at the General Tuesday, 1 February
Meeting
Voting Record Date Friday, 4 February
Receipt of Forms of Proxy (yellow) by 10:003 Tuesday, 8 February
General Meeting to be held at 10:00 on Thursday, 10 February
Results of the General Meeting released on SENS on Thursday, 10 February
Results of the General Meeting published in the press on Friday, 11 February
Special Resolutions expected to be registered with CIPC by no later than Friday, 18 March
Release of finalisation announcement in respect of the Share Consolidation on SENS
by no later than 11:00 on Tuesday, 22 March
Share Consolidation LDT under the present share capital prior to the Tuesday, 5 April
consolidation
Trading in Ordinary Shares under the new consolidated share capital with Wednesday, 6 April
ISIN ZAE000287587 commences on
Announcement of fraction rate to be released on SENS in respect of the Thursday, 7 April
cash payment applicable to fractional entitlements, based on the VWAP of
consolidated Ordinary Shares traded on Wednesday, 6 April 2022, less
10% by 11:00 on
Share Consolidation Record Date on Friday, 8 April
Forms of Surrender (green) for new Ordinary Share certificates to be Friday, 8 April
received by the Transfer Secretaries in order for previously Certificated
Ordinary Shareholders to have their entitlements credited to their account
with Computershare Nominees on Monday, 11 April 2022, by 12:00 on
Date that previously Certificated Ordinary Shareholders will have their Monday, 11 April
entitlements credited to their account within Computershare nominees
and update of Dematerialised Ordinary Shareholders’ accounts together
with the fraction payments with their CSDP and brokers on
Notes:
1. In accordance with the MOI: (i) the Circular is required to be distributed to both Ordinary Shareholders
and Preference Shareholders; and (ii) the Preference Shareholders are not entitled to attend and
participate in the General Meeting.
2. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
3. Completed Forms of Proxy (yellow) and the authority (if any) under which they are signed must be: (i)
lodged with or posted to Computershare at Rosebank Towers, 15 Biermann Avenue, Rosebank,
Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132) or emailed to: proxy@computershare.co.za,
to be received by them no later than 10:00 on Tuesday, 8 February 2022; or (ii) thereafter handed to the
chairman of the General Meeting or Computershare at the General Meeting at any time before the proxy
exercises any rights of the Ordinary Shareholder at such General Meeting.
4. Ordinary Shareholders should note that, as trade in Ordinary Shares on the Exchange is settled in the
electronic settlement system used by Strate, settlement of trades takes place three Business Days after
the date of such trades. Therefore, Ordinary Shareholders who acquire Ordinary Shares on the JSE after
the voting LDT, being the last day to trade in Ordinary Shares so as to be recorded in the Register on the
Voting Record Date, will not be entitled to participate in the General Meeting.
5. Dematerialised Ordinary Shareholders, other than those with Own-Name Registration, must provide their
Central Securities Depositary Participant (“CSDP”) or broker with their instructions for voting at the
General Meeting by the cut-off time and date stipulated by their CSDP or broker in terms of their respective
Custody Agreements between them and their CSDP or broker.
6. No Dematerialisation or rematerialisation of Ordinary Shares may take place from Wednesday, 6 April
2022 and Friday,8 April 2022, both days inclusive.
7. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms
of Proxy (yellow) submitted for the initial
General Meeting will remain valid in respect of any adjournment
or postponement of the General Meeting.
8. Although the salient dates and times are stated to be subject to change, such statement shall not be
regarded as consent or dispensation for any change to time periods which may be required in terms of the
Companies Act, the Companies Regulations and the Listings Requirements, where applicable, and any
such consents or dispensations must be specifically applied for and granted.
9. All times referred to in this announcement are references to South African Standard Time.
6. TAX IMPLICATIONS FOR SHAREHOLDERS
6.1. The tax position of an Ordinary Shareholder under the Proposed Transaction is dependent on such
Ordinary Shareholder’s individual circumstances. Any Ordinary Shareholder who is in doubt as to its
position, including, without limitation, its tax status, should consult an appropriate independent
professional advisor in the relevant jurisdiction without delay.
7. FOREIGN SHAREHOLDERS
It is the responsibility of foreign Ordinary Shareholders to satisfy themselves as to the full observance of the
laws and regulatory requirements of the relevant jurisdiction in connection with the Proposed Transaction,
including the obtaining of any governmental, exchange control or other consents, the making of any filings
which may be required, the compliance with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction. If any foreign Ordinary Shareholder is in any
doubt as to what action to take, they are advised to consult their CSDP, broker, legal advisor, accountant,
banker, other financial intermediary or other professional advisor immediately.
13 December 2021
Pretoria
Sponsor
Merchantec Capital
Corporate Advisor
YW Capital
Legal Advisor
Webber Wentzel
Date: 13-12-2021 03:35:00
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