Joint firm intention announcement in respect of a Scheme of Arrangement and proposed delisting of Accentuate Limited
ACCENTUATE LIMITED Pruta Securities (Jersey) Limited
(Incorporated in the Republic of South Africa) (Incorporated in Jersey)
(Registration number 2004/029691/06) (Registration Number: 8465)
JSE Share code: ACE ISIN: ZAE000115986 (“Pruta” or “the Offeror”)
(“ACE” or “the Company” or “the Group”)
Jacana Investments Limited
(Incorporated in the Channel Islands)
(Registration Number: 243598)
JOINT FIRM INTENTION ANNOUNCEMENT IN RESPECT OF A SCHEME OF ARRANGEMENT AND
PROPOSED DELISTING OF ACCENTUATE LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
ACE shareholders (“Shareholders”) are advised that the Board of ACE (“the Board”) has received a binding offer
from Pruta Securities (Jersey) Limited (“Pruta”) to acquire new shares in ACE on condition that Pruta ultimately
obtains outright control or at least a 51% (fifty-one per centum) of the ordinary issued shareholding in the Company
by way of a Scheme of arrangement and de-lists the Company’s shares from the JSE.ACE Shareholders are advised, that ACE has constituted an Independent Board (details of which are provided below) to consider the binding offer it has received, and intends to propose a Scheme of Arrangement (“the Scheme”) in terms of which Pruta will offer to acquire all the ordinary shares in ACE, which it does not already hold.Shareholders are further advised that the purpose of the proposed Scheme is to expropriate the Shares of all of the Shareholders in the event that the Scheme is approved. 2. The Subscriber & OfferorPruta is a shareholder of ACE holding 12 004 605 of the ordinary shares in ACE or 8.61% of the issued share capital of ACE and is the offeror and subscriber for the new shares in the Company (“the Subscriber”).Pruta subscribed for 41 809 856 ordinary shares in ACE and now hold 53 814 461 ordinary shares in ACE or 29.7% of the issued share capital of ACE. 3. Concert partiesFor the purposes of the Scheme, Pruta and Jacana are parties acting in concert (further details of which are provided below). The Takeover Regulation Panel has been advised accordingly.In terms of section 115(4) of the Act, as read with section 117(1)(b), Frederick Platt is considered to be acting in concert with the Offeror and will be excluded from calculating the percentage voting rights for a quorum or the votes in support of the resolution. 4. Rationale for the Proposed Transaction The Company has been under significant […]
