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Proposed delisting of Clientèle, conditional offer by the Company and specific issues of shares for cash
CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")
PROPOSED DELISTING OF CLIENTÈLE, CONDITIONAL OFFER BY THE COMPANY AND SPECIFIC ISSUES OF SHARES FOR CASH
1. INTRODUCTION
1.1. Shareholders of Clientèle ("Shareholders") are hereby advised that the board of directors of
the Company ("Board") has resolved to propose the termination of the listing of the ordinary
shares of Clientèle ("Shares") from the main board of the exchange operated by the JSE
Limited ("JSE"), in accordance with paragraphs 1.8(b) and 1.10 of the Listings Requirements
of the JSE ("JSE Listings Requirements") ("Delisting"), coupled with a conditional offer
("Offer") by the Company to all Shareholders to acquire the Shares held by them on the record
date of the Offer ("Offer Shares"), for an offer consideration per Offer Share equal to 85% of
the embedded value per Clientèle Share as at 31 December 2025 escalated by 7% per
annum from (and including) 1 January 2026 to (but excluding) the payment date of the Offer
("Offer Consideration"), which Offer is subject to the offer conditions as contained in
paragraph 3.3 ("Offer Conditions") and the Maximum Acceptances Condition defined in
paragraph 3.4. The embedded value per Share of Clientèle as at 31 December 2025 was
R22.645 as published in the interim financial results of Clientèle on 2 March 2026 ("Interim
EV per Share"). The Delisting and the Offer are collectively referred to as the "Proposed
Transaction" in this announcement.
1.2. Shareholders are further advised that the Company has –
1.2.1. entered into a subscription agreement with Acacia Empowerment Investments Proprietary
Limited ("AEI") ("AEI Subscription Agreement") in terms of which AEI will subscribe for
13 597 860 shares in the authorised but unissued share capital of the Company ("AEI
Subscription Shares") in exchange for a consideration per AEI Subscription Share equal
to 85% of the Interim EV per Share, escalated by 7% per annum from (and including)
1 January 2026 to (but excluding) the issue date of the AEI Subscription Shares ("AEI
Subscription Consideration") ("AEI Specific Issue"); and
1.2.2. made conditional offers to the executive directors and members of management of the
Company, set out in paragraph 6.2.1 ("Management Offerees") to subscribe for a
maximum aggregate of up to 4 800 000 shares in the authorised but unissued share capital
of the Company ("Management Subscription Shares"), in exchange for a consideration
per Management Subscription Share equal to 85% of the Interim EV per Share, escalated
by 7% per annum from (and including) 1 January 2026 to (but excluding) the issue date of
the Management Subscription Shares ("Management Subscription Consideration")
("Management Offer"), which will result in a specific issue of the Management
Subscription Shares to the extent that the Management Offer is accepted by the
Management Offerees ("Management Specific Issue"),
collectively the "Specific Issues".
2. RATIONALE FOR THE PROPOSED TRANSACTION AND THE SPECIFIC ISSUES
2.1. The Board's rationale for the Proposed Transaction includes, among others, the following:
2.1.1. Clientèle Shares are tightly held and thinly traded, resulting in Clientèle Shares trading at
a substantial discount to Clientèle's embedded value per Share. Clientèle Shares are
subject to volatile price movements;
2.1.2. the lack of liquidity in Clientèle Shares and the discount in the Share price makes it difficult
for Shareholders or potential investors to acquire a meaningful number of Clientèle Shares;
2.1.3. the lack of liquidity in Clientèle Shares makes it difficult for all Shareholders, including
minority Shareholders, to sell their Clientèle Shares at reasonable value;
2.1.4. the discount in the Share price and the volatility in the Share price precludes Clientèle from
raising capital in the market;
2.1.5. the discount in the Share price and the volatility in the Share price also hinders the ability
of Clientèle to conclude transactions as the Clientèle Share traded price is an unhelpful
reference point in any corporate action;
2.1.6. in the circumstances as outlined above, Clientèle is unable to enjoy the full capital market
benefits of being listed on the JSE. In addition, the Delisting relieves Clientèle of the
additional cost of compliance with the JSE Listings Requirements on a continuing basis
and when concluding transactions, as well as the additional management time required to
be expended in order to comply with same and will accordingly allow management to focus
their efforts on Clientèle's strategic growth;
2.1.7. the Offer provides Shareholders, who wish to sell their shareholding in Clientèle, with the
opportunity to do so at a fair consideration, while also providing Shareholders that wish to
remain Shareholders in the delisted Clientèle ("Remaining Shareholders") with the
opportunity to do so; and
2.1.8. Shareholders that wish to remain Shareholders in the delisted Clientèle will have the
opportunity to exit their shareholding on an annual basis through a put option exercisable
during a liquidity window as set out below.
2.2. The Board's rationale for the AEI Specific Issue includes, among others, the following:
2.2.1. pursuant to the acquisition of 1Life Insurance (RF) Limited, Clientèle's black shareholding
was diluted to under 10% and Clientèle has actively been seeking a solution to increase
its black shareholding to over 10% again;
2.2.2. AEI, an existing shareholder of Clientèle that holds a 6.64% direct interest in Clientèle, is
wholly owned by the Hollard Foundation Trust ("HFT"), a trust that carries out public benefit
activities in a non-profit manner and for altruistic or philanthropic purposes, which public
benefit activities are for the benefit of or widely accessible to beneficiaries on a broad basis.
The beneficiaries of HFT include black women, black new entrants and black people;
2.2.3. the AEI Specific Issue will allow Clientèle to increase its black shareholding to above 10%
and will allow AEI, through the dividends received, to fund the beneficiaries of HFT; and
2.2.4. although the AEI Specific Issue and the Proposed Transaction are not inter-conditional,
the AEI Specific Issue, if implemented, will increase the Company's cash resources,
thereby also providing part of the funding that will be used by Clientèle to fund the Offer
Consideration, to the extent that the AEI Specific Issue becomes unconditional and is
implemented.
2.3. The Board's rationale for the Management Specific Issue is to implement a retention and
motivation incentive which would align the interests of senior Clientèle management with
those of the Remaining Shareholders.
3. SALIENT TERMS AND CONDITIONS OF THE OFFER
3.1. Overview of the Offer
The Offer, if implemented, will be effected through a pro rata repurchase of Shares by the
Company as contemplated in section 48(8)(b)(i) of the Companies Act, No. 71 of 2008
("Companies Act") and paragraphs 7.71 and 7.72(a) of the JSE Listings Requirements. The
Offer does not constitute an "affected transaction" as contemplated in Chapter 5 of the
Companies Act and therefore does not require compliance with Chapter 5 of the Companies
Act and the regulations published in terms of section 120 of the Companies Act and set out in
Chapter 5 of the Companies Regulations, 2011.
3.2. The Offer and Offer Consideration
3.2.1. The Company will make the Offer, subject to the Offer Conditions and the Maximum
Acceptances Condition, to acquire from Shareholders all or a portion of the Offer Shares
held by them and in respect of which the Company receives valid Offer acceptances. All
acceptances will be irrevocable.
3.2.2. The Offer Consideration will be payable by the Company in consideration for each Offer
Share in respect of which a valid acceptance is received from Offer participants (subject to
any withholding by the Company for taxes, if applicable).
3.2.3. The Offer Consideration, assuming a payment date of 29 June 2026 (the target payment
date), will be R19.90 which represents a premium of 25.47% to the 30-day volume
weighted average price ("VWAP") of R15.86 per Clientèle Share over the 30 business days
prior to Wednesday, 29 April 2026, being the date prior to publication of this announcement.
3.2.4. Shareholders who do not wish to accept the Offer in respect of some or all of their Offer
Shares held by them will continue to hold such Offer Shares and, subject to the Offer and
Delisting being implemented, will continue to be Shareholders in the unlisted Company.
3.3. Offer Conditions
3.3.1. The Offer is subject to the fulfilment of the following conditions precedent:
3.3.1.1. a resolution approving the Delisting ("Delisting Resolution"), having been adopted by
at least 75% of the votes of all holders of the Clientèle Shares that cast their votes
thereon, excluding any votes of the excluded Shareholders defined in paragraph 7.3
below ("Excluded Shareholders");
3.3.1.2. Clientèle obtaining the requisite approval from an existing funder of a Clientèle group
entity, to implement the Proposed Transaction;
3.3.1.3. the receipt of all approvals, consents or waivers from the South African Reserve Bank
as may be necessary for the implementation of the Delisting, on an unconditional basis
or subject to conditions and/or qualifications that are acceptable to Clientèle; and
3.3.1.4. the receipt of all approvals, consents or waivers from the Prudential Authority as may
be necessary for the implementation of the Offer and the Delisting, on an unconditional
basis or subject to conditions and/or qualifications that are acceptable to Clientèle.
3.3.2. The Offer will lapse if the Offer Conditions are not fulfilled or waived (to the extent
applicable) by Friday, 12 June 2026, provided that the Company may, in its sole discretion,
extend this date. The Delisting will not proceed to the extent that the Offer lapses.
3.4. Maximum Acceptances Condition
The Offer is subject to the Maximum Acceptances Condition, namely the resolutive condition
that if the Offer is accepted by Shareholders in respect of more than 36 261 776 Offer Shares,
being more than 8% of the Offer Shares (excluding the AEI Subscription Shares, if issued),
the Offer will cease to have force and effect (with Shareholders' acceptances of the Offer being
invalidated) and the Delisting will not be implemented.
3.5. Source of funds and effects of the Offer
3.5.1. The Offer will be funded through Clientèle's available operating cash and other internal
resources. To the extent that the AEI Specific Issue becomes unconditional and is
implemented, the proceeds of the AEI Specific Issue will increase the Company's cash
resources and be utilised towards the funding of the Offer.
3.5.2. Remaining Shareholders should note that if Clientèle is required to pay the maximum Offer
Consideration in terms of the Offer, it will impact the dividend that Clientèle is able to pay
in the 2026 financial year, and the actual extent of such impact will depend upon the
number of acceptances received in terms of the Offer and the amount paid by Clientèle.
3.6. Foreign shareholders and tax implications
3.6.1. The legality of the Offer to persons resident in jurisdictions outside of South Africa may be
affected by the laws of the relevant jurisdiction. It is the responsibility of any Shareholder
wishing to accept the Offer to ascertain and observe the applicable laws of their relevant
jurisdiction.
3.6.2. The proceeds payable for the acquisition of Offer Shares from Offer participants pursuant
to the implementation of the Offer will be a "dividend" as defined in the Income Tax Act 58
of 1962 with dividends tax thereon (as applicable). Some dividends to Shareholders will be
exempt from tax and/or a reduced rate of tax may apply in relation to any applicable double
tax treaty. In addition, the repurchase of the Offer Shares will be subject to securities
transfer tax ("STT"). STT will be paid by the Company at a rate of 0.25% calculated on the
taxable amount. The tax treatment for Shareholders will be dependent on their individual
circumstances and the tax jurisdiction applicable to such Shareholders.
3.6.3. Shareholders in doubt regarding their position, should consult their professional advisors.
4. DELISTING
4.1. Subject to the fulfilment or waiver (to the extent applicable) of the Offer Conditions and the
non-fulfilment of the Maximum Acceptances Condition, application will be made to the JSE
for the Delisting of all Clientèle Shares from the Main Board of the JSE pursuant to paragraphs
1.8(b) and 1.10 of the JSE Listings Requirements.
4.2. Commencing after the second anniversary of the Delisting and for a period of ten years
thereafter, Remaining Shareholders, save for Friedshelf 1577 Proprietary Limited
("Friedshelf"), Telesure Investment Holdings Proprietary Limited ("TIH"), the Hollard group of
companies (namely Hollard Life Assurance Company Limited, Hollard Insurance Company
Limited and Hollard Portfolio Management Proprietary Limited ("Hollard Group")), the
Arcadia Trust ("Arcadia Trust") and AEI, will have the right to put their Shares to Clientèle
Life Assurance Company Limited ("Clientèle Life"), a wholly owned subsidiary of the
Company, at a price equal to 85% of the then most recently published embedded value of
Clientèle, up to an annual limit of R50,000,000 per year in aggregate (provided that 'pro rata
scaling back' will apply where the limit is exceeded), during a limited two week "liquidity
window" each year after the publication of Clientèle's annual financial statements for that year,
subject to the provisions of the Companies Act relating to the repurchase of shares, including
the requisite solvency and liquidity test being met and board approval being in place in respect
of Clientèle Life. Outside of the annual liquidity window, the Remaining Shareholders will have
to privately sell their Shares at values agreed with the buyers.
4.3. Friedshelf, TIH, the Hollard Group, the Arcadia Trust and AEI collectively hold 92.1% of the
Clientèle Shares in issue as at the date of this announcement.
5. INDEPENDENT BOARD AND INDEPENDENT EXPERT
5.1. The Board resolved to voluntarily constitute the independent board, which comprises Ms.
Thetele Emmarancia Mashilwane, Mr. Herschel Philip Mayers, Mr. Robert Donald Williams
and Mr. Barry Anthony Stott, all of whom are independent non-executive directors of the
Company ("Independent Board") for purposes of expressing a view on the fairness of the
Offer to Shareholders.
5.2. The Independent Board appointed PricewaterhouseCoopers Corporate Finance Proprietary
Limited to provide the Independent Board with its opinion as to whether the terms and
conditions of the Offer are fair to Shareholders in accordance with paragraph 1.10(d) of the
JSE Listings Requirements, which opinion will be included in the circular that will be distributed
to Shareholders in due course ("Circular").
5.3. The Independent Board's views on the Offer and its recommendation regarding the Delisting
Resolution will be communicated to Shareholders in the Circular.
6. SALIENT TERMS AND CONDITIONS OF THE SPECIFIC ISSUES
6.1. AEI Specific Issue
6.1.1. In terms of the AEI Specific Issue and subject to fulfilment or waiver (to the extent
applicable) of the conditions precedent set out in paragraph 6.1.3. below, Clientèle will
issue the AEI Subscription Shares to AEI against payment of the AEI Subscription
Consideration in cash.
6.1.2. The AEI Subscription Consideration, assuming an issue date of 22 June 2026 (the target
issue date), will be R19.87 which will be a premium of 25.28% to the 30-day VWAP of
R15.86 of Clientèle Shares over the 30 business days prior to Wednesday, 29 April 2026,
being the date the AEI Subscription Agreement was concluded.
6.1.3. The AEI Specific Issue remains conditional upon the following, unless waived (to the extent
applicable):
6.1.3.1. Shareholders having passed all such resolutions as may be required to implement the
AEI Specific Issue;
6.1.3.2. the funding agreements entered into between AEI and its funder and any associated
security agreements becoming unconditional and AEI's funder having agreed to amend
the terms of its existing funding arrangements with AEI to the extent necessary for
purposes of the transaction; and
6.1.3.3. no Material Adverse Change (as defined below) having occurred between the signature
date of the AEI Subscription Agreement and the date on which all conditions precedent
contained in paragraphs 6.1.3.1 and 6.1.3.2 have been fulfilled or waived.
For purposes of this paragraph 6.1.3.3, the term "Material Adverse Change" means
any event, circumstance, occurrence or change which, individually or when taken
together with other such events, has had or is reasonably likely to have, a material
adverse effect on:
i) the embedded value as at 31 December 2025 (as published in the interim financial
results of the Company on 2 March 2026), being a variation of 10% (ten percent)
or more;
ii) the ability of the Company to materially comply with any applicable laws to which
it is subject; or
iii) the legality, validity, enforceability or effectiveness of the AEI Subscription
Agreement.
6.1.4. The AEI Subscription Agreement will lapse if the conditions set out in paragraph 6.1.3
above are not fulfilled or waived (to the extent applicable) by 12 June 2026 or such earlier
or later date as may be agreed to by AEI and the Company in writing, prior to such date.
6.2. Management Specific Issue
6.2.1. The Management Offer has been made to the following Management Offerees for the
following number of Management Subscription Shares, each of whom will be responsible
for payment of their proportion of the Management Subscription Consideration as follows
(assuming all Management Offerees accept the Management Offer):
Management Offerees Number of Management Aggregate
Subscription Shares percentage of
Management
Subscription
Consideration (%)
BW Reekie 800 000 16.67
H Louw 500 000 10.42
AC Pillay 400 000 8.33
LA Hillman 400 000 8.33
RDT Zwane 300 000 6.25
B Frodsham 300 000 6.25
EC du Toit 300 000 6.25
E van der Westhuizen 300 000 6.25
LA Botha 300 000 6.25
M Thamanna 300 000 6.25
JL Potgieter 300 000 6.25
GK Kopeka 300 000 6.25
DT Habana 300 000 6.25
Total 4 800 000 100
Notes:
1. BW Reekie, H Louw, AC Pillay and RDT Zwane are executive directors of the Company and accordingly
related parties of the Company.
2. To the extent that certain Management Offerees do not accept the Management Offer, the Management
Offerees that accept the Management Offer will pay the Management Subscription Consideration relative
to the number of Management Subscription Shares they subscribed for in terms of the Management
Specific Issue.
6.2.2. Management Offerees are required to accept the Management Offer by no later than 15
May 2026. Pursuant to the Management Offer and subject to fulfilment or waiver (to the
extent applicable) of the outstanding conditions precedent set out in paragraph 6.2.5.
below, Clientèle will issue the Management Subscription Shares as fully paid up to those
Management Offerees having accepted the Management Offer ("Management
Subscribers"). The full issue price for the Management Subscription Shares will be settled
by Clientèle Life on behalf of the Management Subscribers. Clientèle Life will, in turn, credit
the amount to each Management Subscriber's loan account proportionately to the number
of Management Subscription Shares subscribed for by each Management Subscriber.
6.2.3. The Management Subscription Consideration, assuming an issue date of 30 June 2026
(the target issue date), will be R19.90 which will be a premium of 25.47% to the 30-day
VWAP of R15.86 of Clientèle Shares over the 30 business days prior to Wednesday, 29
April 2026, being the date the Management Offer was made to the Management Offerees.
6.2.4. The Management Subscription Consideration will be funded by Clientèle Life on favourable
terms (not an arm's length loan), the material terms of which will be set out in the Circular.
6.2.5. The Management Offer and therefore the Management Specific Issue remains conditional
upon the following:
6.2.5.1. Shareholders having passed all requisite resolutions to give effect to the Management
Specific Issue;
6.2.5.2. Clientèle obtaining the requisite approvals from its existing funder and a funder of a
group entity of the Company to implement the Management Specific Issue;
6.2.5.3. the receipt of all approvals, consents or waivers from the Prudential Authority as may
be necessary for the implementation of the Management Specific Issue (including
Clientèle Life advancing the loans to the Management Subscribers for purposes of the
Management Specific Issue), on an unconditional basis or subject to conditions and/or
qualifications that are acceptable to Clientèle and Clientèle Life;
6.2.5.4. the subscription agreements and funding agreements to be entered into with the
Management Subscribers becoming unconditional in accordance with their terms; and
6.2.5.5. the implementation of the Delisting.
6.2.6. The Management Offer will lapse, and accordingly, the Management Specific Issue will
not be implemented if the conditions set out in paragraph 6.2.5. above are not fulfilled or
waived (to the extent applicable) by 30 June 2026 (or any extended period).
6.3. Effects of the Specific Issues and use of funds
6.3.1. Assuming that the AEI Specific Issue becomes unconditional and is implemented on
Monday, 22 June 2026 and that the Management Specific Issue becomes unconditional
and is implemented on Tuesday, 30 June 2026, and assuming all Management Offerees
accept the Management Offer, the impact on the financial information of Clientèle and
Clientèle Life is as follows:
6.3.1.1. receipt of the consideration payable in respect of the AEI Specific Issue of
R270 214 356 and in respect of the Management Specific Issue of R95 526 336 will
increase the Company's cash and other internal resources by approximately
R365 740 692 (which excludes estimated expenses relating to the Specific Issues) and
will increase the stated capital by the same amount;
6.3.1.2. the initial funding provided by Clientèle Life to the Management Subscribers for the
Management Subscription Consideration will amount to R95 526 336 and will increase
the financial assets on the Clientèle Life balance sheet by R95 526 336 with the same
reduction in cash, thus resulting in a nil impact on the net asset position; and
6.3.1.3. a total of 18 397 860 Shares will be issued in terms of the Specific Issues, and
accordingly, the number of Shares in issue will increase by the same amount.
6.3.2. The proceeds of the AEI Specific Issue will form part of the funding that will be used by
Clientèle to fund the Offer Consideration, to the extent that the AEI Specific Issue becomes
unconditional and is implemented. To the extent that the Management Specific Issue
becomes unconditional and is implemented, the proceeds of the Management Specific
Issue will be retained by the Company in cash and other internal resources, offset by loan
accounts set up in Clientèle Life for each Management Subscriber, until such time the
Company has determined a use for such funds.
7. IRREVOCABLE UNDERTAKINGS
7.1. Irrevocable undertakings not to accept the Offer have been received from Shareholders
collectively holding 421 913 555 Offer Shares (excluding the AEI Subscription Shares, if
issued), representing in aggregate, 93.08% of the Offer Shares (excluding the AEI
Subscription Shares, if issued).
7.2. Irrevocable undertakings to vote in favour of the Delisting Resolution have been received from
Shareholders collectively holding 9 403 811 Shares, representing 30.74% of the total Shares
in issue (excluding those Shares held by Excluded Shareholders, who will not vote on the
resolution).
7.3. While the Proposed Transaction and the AEI Specific Issue are not inter-conditional, to the
extent that the AEI Specific Issue becomes unconditional and is implemented, the proceeds
of the AEI Specific Issue will be utilised towards the funding of the Offer. Accordingly, AEI is
considered to be acting in concert with the Company in terms of the Proposed Transaction.
Friedshelf is considered to be acting in concert with AEI, as it is providing financial assistance
to AEI in terms of its funding required for the AEI Specific Issue. The JSE regards TIH to be
acting in concert with Friedshelf by virtue of an historic relationship between Friedshelf and
TIH unrelated to the Proposed Transaction. In addition, the JSE regards the directors of
Clientèle and their associates, to be acting in concert with the Company in terms of the
Proposed Transaction. The Hollard Group and the Arcadia Trust have voluntarily elected not
to vote on the Delisting Resolution. Accordingly, AEI, Friedshelf, TIH, the Hollard Group, the
Arcadia Trust and the directors of Clientèle and their associates will not vote on the Delisting
Resolution. In addition to the above, any Management Subscriber or any of their associates
will also not vote on the Delisting Resolution. The above Shareholders that will not vote on the
Delisting Resolution are collectively referred to as the "Excluded Shareholders".
7.4. Irrevocable undertakings to vote in favour of the ordinary resolution required to approve the
AEI Specific Issue in terms of the JSE Listings Requirements have been received from
Shareholders collectively holding 128 290 875 Shares, representing 83.45% of the total
Shares in issue (excluding those Shares held by AEI and Friedshelf, who are excluded from
voting on the resolution and those Shares held by the Hollard Group and the Arcadia Trust,
who have voluntarily elected not to vote on the resolution).
7.5. Irrevocable undertakings to vote in favour of the ordinary resolution required to approve the
Management Specific Issue in terms of the JSE Listings Requirements have been received
from Shareholders collectively holding 426 752 871 Shares, representing 94.63% of the total
Shares in issue (excluding those Shares held by the Management Offerees and their
associates, who will not vote on the resolution).
8. CIRCULAR AND POSTING DATE
8.1. Clientèle will distribute the Circular to Shareholders containing the full terms and conditions of
the Proposed Transaction and the Specific Issues, including a notice convening a general
meeting of Shareholders at which Shareholders will be requested to, inter alia, approve the
Delisting and the Specific Issues.
8.2. Shareholders will be advised of the distribution of the Circular in due course and the salient
dates and times relating to the Proposed Transaction and Specific Issues by way of an
announcement published on the Stock Exchange News Service.
Johannesburg
30 April 2026
Corporate Advisor and Sponsor Legal Advisor Independent Expert
Valeo Capital Proprietary Limited Cliffe Dekker Hofmeyr PricewaterhouseCoopers
Incorporated Corporate Finance
Proprietary Limited
Date: 30-04-2026 04:00:00
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