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Update relating to the Emerald Life Acquisition
CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")
UPDATE RELATING TO THE EMERALD LIFE ACQUISITION
Shareholders are referred to the terms announcement released on the Stock Exchange News
Service ("SENS") on 1 November 2024 and to the circular to shareholders issued on Friday,
15 November 2024 ("Emerald Life Circular") advising shareholders, inter alia, that the
Company had entered into a sale of shares agreement ("the Agreement") with André van der
Westhuizen ("André") and Emerald Life Proprietary Limited ("Emerald Life") in terms of which
the Company will acquire 100% of the issued share capital of Emerald Life from André
("Emerald Life Acquisition") and that the Company would issue preference shares to
Investec Bank Limited ("Investec") ("Initial Preference Shares") to fund the Emerald Life
Acquisition. The intended issuance of the Initial Preference Shares necessitated an
amendment of the Company's memorandum of incorporation ("MOI") for purposes of
establishing the Initial Preference Shares and the Initial Preference Shares Terms, which was
subsequently approved by shareholders as announced on SENS on 13 December 2024.
Shareholders are hereby advised that following engagement with the Prudential Authority, the
funding structure of the Emerald Life Acquisition has been amended. To this end, the parties
have concluded an addendum to the Agreement to take account of the revised funding
structure. Accordingly, the Emerald Life Acquisition will no longer be funded through the
issuance of the Initial Preference Shares to Investec, but will now be funded through a
combination of free cash and:
• Clientèle Life Assurance Company Limited ("Clientèle Life") issuing preference shares
to AEL Investment Holdings Proprietary Limited (a wholly owned subsidiary of
Investec) for an aggregate subscription price of R570 000 000 (five hundred and
seventy million Rand)("Clientèle Life Preference Shares");
• the entire proceeds of the Clientele Life Preference Shares being used by Clientèle
Life to advance a loan to the Company (which loan complies with section 8FA of the
Income Tax Act) for R570 000 000 (five hundred and seventy million Rand); and
• the Company guaranteeing the obligations of Clientèle Life under the Clientèle Life
Preference Shares in terms of a subordinated guarantee, which guarantee may
constitute the provision of financial assistance, as contemplated in section 44 of the
Companies Act ("Financial Assistance").
Given that the Initial Preference Shares will no longer be issued by the Company to Investec,
shareholders are advised that shareholder approval will be requested for a further amendment
of the Company's MOI to decrease the authorised share capital by removing the Initial
Preference Shares and to delete the terms of the Initial Preference Shares. In addition,
shareholders will be requested, to approve the Financial Assistance and related resolutions
relating to the approval of the new funding structure of the Emerald Life Acquisition.
The Company is in the process of preparing a circular to shareholders in relation to the matters
set out in this announcement, which circular will be distributed to shareholders in due course.
Johannesburg
24 April 2025
Transaction sponsor
Valeo Capital (Pty) Limited
Date: 24-04-2025 10:07:00
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