Wrap Text
Distribution of circular and notice of general meeting
CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the meanings ascribed thereto in the Circular (defined below).
1. INTRODUCTION
1.1. Shareholders are referred to the terms announcement released on SENS on Thursday, 30
April 2026 ("Terms Announcement"), in terms of which Shareholders were advised that
the Board of Clientèle had resolved to propose the Delisting of Clientèle Shares from the
Main Board of the JSE, in accordance with paragraphs 1.8(b) and 1.10 of the JSE Listings
Requirements, 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. 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".
1.2. The Terms Announcement further advised that the Company had –
1.2.1. entered into a subscription agreement with AEI in terms of which AEI will subscribe for
the 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; and
1.2.2. made the Management Offer to the Management Offerees to subscribe for the
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, 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,
collectively the "Specific Issues".
2. DISTRIBUTION OF THE CIRCULAR
2.1. The circular setting out the terms and conditions of the Proposed Transaction and the
Specific Issues and incorporating a notice of general meeting of Shareholders was
distributed to Shareholders today, 14 May 2026 ("Circular").
2.2. Shareholders are advised to review the Circular for detailed information regarding the
Proposed Transaction, the Specific Issues and the related aspects.
2.3. Shareholders can also obtain copies of the Circular as follows –
2.3.1. by accessing an electronic copy of the Circular on the Company's website, available at
www.clientele.co.za;
2.3.2. by viewing a copy of the Circular at the registered office of Clientèle or at the registered
office of its Corporate Advisor and Sponsor, Valeo Capital; and
2.3.3. by contacting the Company Secretary, at LLill@clientele.co.za to view an electronic
copy of the Circular in a secure electronic manner.
3. NOTICE OF GENERAL MEETING
The Circular incorporates a Notice of General Meeting and accordingly notice is hereby given
that the General Meeting will be held at 08h00 on Friday, 12 June 2026, at Clientèle's offices,
physically at Building 7, Clientèle Office Park, C/O Alon & Rivonia Roads, Morningside,
Johannesburg and by electronic communication, to consider and, if deemed fit, to pass, with
or without modification, the Resolutions set out in the Notice of General Meeting, which are
required to, inter alia, approve and authorise the Delisting and the Specific Issues.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting, the Proposed Transaction and
the Specific Issues are set out below:
Date
2026
Record date to determine which Shareholders are entitled to Friday, 8 May
receive this Circular
Circular and Notice of General Meeting distributed to Thursday, 14 May
Shareholders on
Announcement of distribution of Circular published on SENS Thursday, 14 May
on
Offer opening date from 09h00 on Thursday, 14 May
Announcement of distribution of Circular published in the Friday, 15 May
South African press on
Last Day to Trade in order to be recorded in the Register and Tuesday, 2 June
to be eligible to attend, participate and vote at the General
Meeting
Record date to be eligible to attend, participate and vote at the Friday, 5 June
General Meeting, being the Record Date to Vote
For administrative purposes, the date by which the Forms of Wednesday, 10 June
Proxy (grey) are to be received by the Transfer Secretaries by
no later than 08h00 on
Form of Proxy (grey) in respect of the General Meeting to be Friday, 12 June
handed to the chairperson of the General Meeting at the
General Meeting, at any time before the proxy exercises any
rights of the Shareholder at the General Meeting on
General Meeting of Shareholders held physically at Floor 3, Friday, 12 June
Building 7, Clientèle Office Park, C/O Alon & Rivonia Roads,
Morningside, Johannesburg and by electronic communication
at 08h00 on
If the Offer becomes unconditional (subject to the
Maximum Acceptances Condition):
Expected date on which the Offer becomes unconditional, Friday, 12 June
subject to the Maximum Acceptances Condition
Results of the General Meeting and update announcement in Friday, 12 June
respect of the Offer Conditions and the Maximum Acceptances
Condition, including confirmation of the final Offer
Consideration (including escalation), expected to be published
on SENS on
Results of the General Meeting and update announcement in Monday, 15 June
respect of the Offer Conditions and the Maximum Acceptances
Condition, including confirmation of the final Offer
Consideration (including escalation), expected to be published
in the South African press on or about
AEI Subscription Shares expected to be listed, allotted and Monday, 22 June
issued to AEI on or about
Offer Last Day to Trade, being the last day to trade in Shares Tuesday, 23 June
on the JSE in order to be eligible to participate in the Offer
Suspension of listing of Shares on the JSE on Wednesday, 24 June
Offer Record Date, being the date on which a Shareholder Friday, 26 June
must be recorded in the Register to be eligible to participate in
the Offer, on
Offer Closing Date at 12h00 on Friday, 26 June
Date of publication of the results of the Offer and confirmation Friday, 26 June
of non-fulfilment of the Maximum Acceptances Condition on
SENS on
Offer Payment Date, being the date on which the Offer Monday, 29 June
Consideration is paid to the Offer Participants
Expected date of publication of the results of the Offer and Monday, 29 June
confirmation of non-fulfilment of the Maximum Acceptances
Condition in the South African press on
Termination of listing of Shares on the JSE at the Tuesday, 30 June
commencement of trade on
Management Subscription Shares expected to be allotted and Tuesday, 30 June
issued to the Management Subscribers post the Delisting on
or about
Notes:
1. The dates and times set out in this Circular are subject to change, with the approval of the JSE, if required. Any
such change will be published on SENS.
2. The dates and times are expected dates and times and have been determined based on certain assumptions
regarding the date by which the conditions precedent will be fulfilled or waived.
3. All times given in this Circular are in South African Standard Time, unless otherwise specified.
4. Shareholders should note that, since trades in Shares are settled by way of the electronic settlement system
used by Strate, settlement will take place three Business Days after the date of a trade. Therefore, persons who
acquire Shares after the Last Day to Trade, namely, Tuesday, 2 June 2026, will not be entitled to attend,
participate in or vote at the General Meeting, but may, nevertheless, if the Offer becomes unconditional and is
implemented, participate in the Offer, provided that they acquire Shares on or prior to the Offer Last Day to
Trade and hold such Shares on the Offer Record Date. Any trading in Shares after the Offer Last Day to Trade
could result in the purchaser thereof holding unlisted Shares.
5. No Dematerialisation or rematerialisation of Clientèle Shares by Shareholders may take place from the Business
Day following the Last Day to Trade until the Record Date to Vote in respect of the General Meeting. No
Dematerialisation or rematerialisation of Clientèle Shares may take place on or after the Business Day following
the Offer Last Day to Trade. For the avoidance of doubt, Offer Participants cannot dematerialise or rematerialise
once they have validly accepted the Offer.
6. Dematerialised Shareholders, other than those with Own -name Registration, must provide their Broker or CSDP
with their instructions for voting at the General Meeting by the cut-off date and time stipulated by their Broker or
CSDP in terms of their respective Custody Agreements.
7. Forms of Proxy (grey) are to be lodged with the Transfer Secretaries, for administrative purposes only, by no
later than 08h00, on Wednesday, 10 June 2026. Alternatively, Forms of Proxy (grey) may be handed to the
chairperson of the General Meeting or the Transfer Secretaries at the General Meeting or emailed to the
Transfer Secretaries (who will provide same to the chairperson of the General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the General Meeting.
8. If the General Meeting is adjourned or postponed, the Forms of Proxy (grey) submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
9. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to them by EFT
into the bank account nominated by them in the Form of Acceptance, Surrender and Transfer (blue) on the
Offer Payment Date.
10. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or Broker credited
with the Offer Consideration on the Offer Payment Date.
Johannesburg
14 May 2026
Corporate Advisor and Sponsor Legal Advisor Independent Expert
Valeo Capital Proprietary Limited Cliffe Dekker Hofmeyr PricewaterhouseCoopers
Incorporated Corporate Finance
Proprietary Limited
Date: 14-05-2026 09:00:00
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