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AFRISTRAT INVESTMENT HOLDINGS LIMITED - Proposed Transaction: Finalisation Announcement

Release Date: 15/03/2022 15:30
Wrap Text
Proposed Transaction: Finalisation Announcement

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”)


PROPOSED TRANSACTION: FINALISATION ANNOUNCEMENT


1. INTRODUCTION
    1.1   Ordinary Shareholders are referred to the various announcements released on SENS, the last of
          which was dated Thursday, 10 February 2022, relating to the proposed acquisition by Afristrat of
          MHMK Financial Services (the “Proposed Acquisition”), the share consolidation of the
          Company’s issued share capital on a 120 to 1 basis (“Share Consolidation”) and the
          implementation of an employee share scheme (collectively, the “Proposed Transaction”).
   1.2    Following the General Meeting held on Thursday, 10 February 2022, all the Resolutions as set out
          in the Notice of General Meeting were passed by the requisite majority of Ordinary Shareholders.
    1.3   Terms defined in the circular regarding the Proposed Transaction, which was distributed on
          Monday, 13 December 2021 (“Circular”) shall, unless otherwise stated, bear the same meaning
          in this announcement.

2. FULFILMENT OF CONDITIONS PRECEDENT TO THE PROPOSED ACQUISITION
    2.1   Ordinary Shareholders are further referred to paragraph 5.4 of the Circular, setting out the
          Conditions Precedent to the Proposed Acquisition. The Company is pleased to announce that all
          Conditions Precedent to the Proposed Acquisition have now been fulfilled in accordance with their
          terms.
    2.2   Accordingly, application has been made to the JSE for the listing of the Consideration Shares, prior
          to the allotment thereof to the GM Trust.

3. FULFILMENT OF CONDITIONS PRECEDENT TO THE SHARE CONSOLIDATION
    3.1   Ordinary Shareholders are advised that the Share Consolidation and MOI Amendment Resolution
          was registered with the CIPC on Monday, 14 March 2022.

4. SALIENT DATES AND TIMES
   The salient dates and times of the Share Consolidation remain as previously published in the Circular:

                                                                                             2022
     Share Consolidation LDT under the present share capital prior to the
     consolidation                                                                           Tuesday, 5 April

     Trading in Ordinary Shares under the new consolidated share capital with
     ISIN ZAE000305959 (note 1) commences on                                                 Wednesday, 6 April

     Announcement of fraction rate to be released on SENS in respect of the
     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                                                                         Thursday, 7 April

     Share Consolidation Record Date on                                                      Friday, 8 April

     Forms of Surrender (green) for new Ordinary Share certificates to be
     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                       Friday, 8 April

     Date that previously Certificated Ordinary Shareholders will have their
     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                                    Monday, 11 April


  Notes
  1. Ordinary Shareholders are advised that, following the implementation of the Share
     Consolidation, the Company’s new ISIN code will be ZAE000305959.
  2. No Dematerialisation or rematerialisation of Ordinary Shares may take place from Wednesday, 6
     April 2022 to Friday, 8 April 2022, both days inclusive.
  3. All times referred to in this announcement are references to South African Standard Time.


15 March 2022
Pretoria

Sponsor
Merchantec Capital

Corporate Advisor
YW Capital

Legal Advisor
Webber Wentzel

Date: 15-03-2022 03:30:00
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