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UNIVERSAL PARTNERS LIMITED - Mandatory offer to the shareholders of Universal Partners

Release Date: 29/04/2022 13:00
Code(s): UPL     PDF:  
Wrap Text
Mandatory offer to the shareholders of Universal Partners

UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL
ISIN: MU0526N00007
("Universal Partners" or "the Company")


MANDATORY OFFER TO THE SHAREHOLDERS OF UNIVERSAL PARTNERS


Shareholders and the general public are referred to the communique released by the Company on 23 September 2021 on the
website of the Stock Exchange of Mauritius Ltd ("SEM") and the Stock Exchange News Service of the JSE Limited ("JSE")
wherein the Board of Directors of Universal Partners (the "Board") announced that as a result of share acquisitions 
made in the Company by Glenrock Lux PE No1 SCSp and Glenrock Lux PE No2 SCSp ("Glenrock No1" and "Glenrock No2",
respectively), they collectively hold 24,752,866 shares in Universal Partners, representing 34.01% of the voting rights 
attached to the ordinary shares of the Company.

The said acquisition imposes an obligation on Glenrock No1 and Glenrock No2 under Rule 33 of the Securities (Takeover) Rules
2010 ("Takeover Rules"), to make a mandatory offer for all Universal Partners shares not already owned by them (the "Offer").

Pursuant to Rule 10(1)(e) of the Takeover Rules, Glenrock No1 and Glenrock No2 have entered into a concert party arrangement
with Glenrock International Limited to ensure that the cash consideration obligation is met. As a consequence, Glenrock No1,
Glenrock No2 and Glenrock International Limited (collectively, the "Offerors") are concert parties, jointly and severally liable
to those Universal Partners shareholders who accept the Offer.

Consequently and pursuant to Rule 9 of the Takeover Rules, the Board was notified on 29 April 2022 of the Offerors' firm
intention to make the Offer for a cash consideration of ZAR 18.63 per share, which price has been determined in accordance with
Rule 14(2) of the Takeover Rules.

Shareholders and the public in general are hereby informed that the Offerors will make the Offer which shall remain open for at
least 35 days but shall not exceed 60 days following the date of communication of the Offer Document to the shareholders of
Universal Partners, in compliance with Rule20(1) of the Takeover Rules. The Offer Document is expected to be issued by the
Offerors in due course.

The Offerors have confirmed that they have sufficient financial resources available to satisfy the acceptance of the Offer.

Universal Partners has its primary listing on the Official List of the SEM and a secondary listing on the Alternative Exchange of
the JSE.

By order of the Board

29 April 2022

For further information please contact:

JSE Sponsor                           SEM Authorised Representative and sponsor                    Company Secretary
Java Capital                          Perigeum Capital                                             Intercontinental Trust Ltd
Tel: +27 11 722 3050                  Tel: +230 402 0890                                           Tel: +230 403 0800

This notice is issued pursuant to the SEM Listing Rule 11.3, the JSE Listings Requirements and Rule 12(1)(a) of the Takeover
Rules. The Board of Universal Partners accepts full responsibility for the accuracy of the information contained in this
announcement.

Date: 29-04-2022 01:00:00
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