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Distribution Of Circular And Notice Of General Meeting
CAPITEC BANK HOLDINGS LIMITED
Registration number 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Ordinary share code: CPI, ISIN: ZAE000035861
Preference share code: CPIP, ISIN: ZAE000083838
("Capitec" or "the Company")
CAPITEC BANK LIMITED
Registration number 1980/003695/06
Incorporated in the Republic of South Africa
Registered bank
Company code: BICAP
Stock Code: CBL29, ISIN: ZAG000158874
Stock Code: CBL30, ISIN: ZAG000180977
(“Capitec Bank”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are referred to the Stock Exchange News Service (“SENS”) announcement
published on 19 January 2022, regarding a broad-based black economic empowerment
transaction involving a specific issue of shares for cash to participating employees (“Specific
Issue”).
The Specific Issue
Capitec wishes, apart from improving its broad-based black economic empowerment
ownership status, to reward employees for their hard work over the past 3 years. Over the
past 2 years specifically, Capitec employees have put in an extraordinary effort to ensure that
Capitec continued to meet the financial service needs of our clients despite the severe impact
of the COVID-19 pandemic. The announcement of the Specific Issue has been met with
enthusiasm by employees who are excited to own Capitec shares and share in the continued
success of the Company going forward.
All permanent employees who have been employed by Capitec from at least 1 January 2019
can participate in the Specific Issue. 8 341 (78%) of these employees serve our clients in our
852 nationally distributed branches and 2 call centres. Only 723 (7%) form part of top, middle
and senior management, and executives and directors are precluded from participating.
Approximately 90% of the eligible employees are Black people as defined by legislation.
Employees that participate in the Specific Issue will be restricted from selling the shares for
5 years. The allocation of shares to employees who participate will be equal irrespective of
seniority. Employees who have been employed by Capitec for at least 5 years will receive an
additional share allocation of 15% and Black people, as defined by legislation, will receive an
additional share allocation of 15%.
The following should be noted regarding the announcement relating to the Specific Issue
published on SENS on 19 January 2022 (“Announcement”):
• The proposed transaction will result in the fresh issue of R1 000 000 000 in shares at a
50% discount. The number of shares to be issued will be determined by using the
opening share price on the Johannesburg Stock Exchange on 22 February 2022
(“Opening Price”). For illustrative purposes, an Opening Price of R2 000 will increase
the number of shares in issue by 0.43%. No more than 625 000 new Capitec shares will
be issued, meaning that the maximum increase in the number of shares in issue would
be limited to 0.54%.
• The issue of the Shares is subject to the approval of Capitec’s shareholders.
• In compliance with the JSE Listings Requirements, the pro forma financial effects
reflected in the Announcement are based on the financial results for the 6 months ended
31 August 2021. The approximate 13% dilution in earnings reflects the full impact of the
Specific Issue on only 6 months of historical earnings. If the pro forma financial effects
could have been based on earnings for a full year the dilution would be a considerably
lower percentage.
• The impact of the Specific Issue on earnings will be a once-off event and will only affect
earnings for the 2022 financial year.
• The expected impact on earnings resulting from the Specific Issue was considered in
the information disclosed in the trading statement published on SENS on 15 December
2021.
Shareholders are advised that the circular (“Circular”), detailing the Specific Issue, was
distributed to shareholders today, Monday, 24 January 2022. The Circular incorporates a
notice convening a general meeting for the purpose of considering, and, if deemed fit, passing,
with or without modification, the resolutions for approval of the Specific Issue and related
matters detailed in such notice (“General Meeting”).
Notice is hereby given that the General Meeting will be held at 14:00 on Tuesday,
22 February 2022, entirely by electronic communication, to consider and, if deemed fit, to
pass, with or without modification, the requisite resolutions required for the Specific Issue.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from Monday, 24 January 2022 until Tuesday, 22 February 2022 (both
days inclusive). A copy of the Circular will also be available on the Company’s website
(www.capitecbank.co.za).
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the General Meeting and the Specific Issue. Capitalised terms used below, but not defined
shall bear the meanings ascribed thereto in the Circular.
2022
Record date to determine which Shareholders are eligible to receive
this Circular Friday, 14 January
Circular (including the Notice of General Meeting) distributed to
Shareholders on Monday, 24 January
Announcement regarding the distribution of the Circular and Notice Monday, 24 January
of General Meeting released on SENS on
Announcement regarding the distribution of the Circular and Notice Tuesday, 25 January
of General Meeting published in the South African press on
Last day to trade in the Shares in order to be eligible to attend,
participate in and vote at the General Meeting on Tuesday, 8 February
Record date for Shareholders to be recorded in the Register in order
to be eligible to attend, participate in and vote at the General Meeting
(“Record Date”) Friday, 11 February
For administrative purposes, Forms of Proxy to be lodged at the
Transfer Secretaries by 14:00 on Friday, 18 February
Forms of Proxy not lodged timeously with the Transfer Secretaries, Tuesday, 22 February
to be emailed to the Transfer Secretaries (who will provide same to
the chairman of the General Meeting) before the appointed proxy
exercises the Shareholder’s rights at the General Meeting on
General Meeting to be held electronically only at 14:00 on Tuesday, 22 February
Results of General Meeting released on SENS on Tuesday, 22 February
Results of General Meeting published in the South African press on Wednesday, 23 February
If the Specific Issue is approved by Shareholders at the General
Meeting:
Expected date for the listing of the Specific Issue Shares on the Main
Board of the JSE on Monday, 28 February
Notes:
1. All of the dates and times set out above are expected dates and times and have been
determined based on certain assumptions regarding the date by which conditions
precedent will be fulfilled or waived and are therefore subject to change. Any changes
made will be published to Shareholders by release 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 eligible to vote at the General Meeting, namely, Tuesday,
8 February 2022, will not be able to attend, participate or vote thereat.
3. A Shareholder may email the Form of Proxy (blue) annexed to the Circular to the
Transfer Secretaries (who will provide same to the chairman of the General Meeting)
at any time before the appointed proxy exercises any of the relevant Shareholder’s
rights at the General Meeting (or any adjournment of the General Meeting), subject to
the Transfer Secretaries verifying the Form of Proxy (blue) and proof of identification
of the Shareholder before the Shareholder’s rights are exercised at the General
Meeting (or any adjournment of the General Meeting).
4. Dematerialised Shareholders, other than Own-Name Dematerialised Shareholders,
must provide their 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 the
Custody Agreement between them and their CSDP or Broker.
5. No dematerialisation or rematerialisation of Shares may take place between the
commencement of business on Wednesday, 9 February 2022 and the Record Date,
both days inclusive.
6. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for
the initial General Meeting will remain valid in respect of any such adjournment or
postponement.
7. All times set out above are local times in South Africa.
Shareholders are referred to the section of the Circular entitled “Action Required by
Shareholders” for further information regarding the action required, should they wish to
attend, participate and/or vote at the general meeting.
Stellenbosch
24 January 2022
Corporate Advisor and JSE Equity and Debt Sponsor
PSG Capital
Attorneys
Webber Wentzel
Independent Reporting Accountants
PricewaterhouseCoopers Inc.
Date: 24-01-2022 03:05:00
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