Wrap Text
Proposed B-BBEE Transaction - Distribution of Circular, Notice of General Meeting and Salient Dates and Times
CORONATION FUND MANAGERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1973/009318/06)
Share code: CML
A2X code: CMLJ
ISIN code: ZAE000047353
LEI: 3789001BC9A29E6FF77
("Coronation" or the "Company")
PROPOSED BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION -
DISTRIBUTION OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES AND
TIMES
1. Distribution of Circular
1.1 Coronation Shareholders are referred to the announcement released on SENS on Friday,
11 October 2024 ("Announcement"), relating to the proposed broad-based black economic
empowerment transaction, in terms of which Coronation will, subject to shareholder approval,
increase its level of Black Ownership to at least 51%, as more fully set out in the Announcement
("Proposed Transaction").
1.2 A Circular containing full details of the Proposed Transaction ("Circular") has today been
distributed to Coronation Shareholders that were recorded as such in the shareholder register
("Register") on Friday, 18 October 2024. The Circular also incorporates a notice convening a
General Meeting of Coronation Shareholders.
1.3 The Circular is available on Coronation's website at:
https://www.coronation.com/globalassets/repository/shareholder-information/corporate-
action/proposed-bbbee-circular-to-shareholders.pdf
1.4 Unless expressly defined, capitalised terms herein have the same meaning given to them in
the Circular.
2. Notice of General Meeting
2.1 Notice is hereby given that the General Meeting of Coronation Shareholders will be conducted,
subject to any cancellation, postponement or adjournment thereof, entirely via electronic
communication as contemplated in section 63(2)(a) of the Companies Act and the Company's
MOI, at 15:00 (SAST) on Thursday, 28 November 2024, for the purpose of considering and, if
deemed fit, passing with or without modification, the Resolutions required to be approved by
Coronation Shareholders in order to authorise and implement the Proposed Transaction.
3. Salient dates and times
2024
Notice record date, being the date on which a Coronation
Shareholder must be recorded in the Register to be eligible to
receive the Circular and Notice of General Meeting on Friday, 18 October
Circular and the Notice of General Meeting distributed to
Coronation Shareholders and announced on SENS on Monday, 28 October
Announcement of distribution of Circular and Notice of General
Meeting published in the press on Tuesday, 29 October
Last day to trade Coronation Shares to be recorded in the Register
to vote at the General Meeting (see note Error! Reference source
not found. below) on Tuesday, 19 November
Voting Record Date on Friday, 22 November
For administrative reasons, Forms of Proxy (grey) in respect of the
General Meeting to be lodged with the Transfer Secretaries by no
later than 15:00 (SAST) on Tuesday, 26 November
Forms of Proxy (grey) not lodged with the Transfer Secretaries to
be emailed to the Transfer Secretaries at
proxy@computershare.co.za (who will provide same to the
chairperson of the General Meeting) at any time before the
appointed proxy exercises any Coronation Shareholder rights at the
General Meeting on Thursday, 28 November
General Meeting to be held at 15:00 (SAST) on Thursday, 28 November
Results of the General Meeting released on SENS on Thursday, 28 November
Notes:
1. All dates and times indicated above are SAST.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such
amendment will be released on SENS.
3. Dematerialised Shareholders, other than Own-Name Dematerialised Shareholders, must provide their
CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date
stipulated by their CSDP or Broker in terms of their respective custody agreements between them and their
CSDP or Broker.
4. Forms of Proxy (grey) are to be lodged with the Transfer Secretaries, for administrative purposes only, by
no later than 15:00 (SAST) on Tuesday, 26 November 2024. Alternatively, Forms of Proxy (grey) may be
emailed to the Transfer Secretaries at proxy@computershare.co.za (who will provide same to the
chairperson of the General Meeting) at any time before the appointed proxy exercises any Coronation
Shareholder rights at the General Meeting.
5. If the General Meeting is adjourned or postponed, Forms of Proxy (grey) submitted for the initial General
Meeting will remain valid in respect of any such adjournment or postponement of the General Meeting.
6. Coronation Shareholders should note that as trade in Coronation Shares on the JSE is settled in the
electronic settlement system used by Strate, settlement of trades takes place three Business Days after the
date of such trade. Therefore, Coronation Shareholders who acquire Coronation Shares after close of trade
on Tuesday, 19 November 2024 will not be eligible to attend, participate in and vote at the General Meeting.
4. Support for the Proposed Transaction
4.1 As indicated in the Announcement, Coronation Shareholders holding 26.95% of the issued
share capital have provided letters of support to vote in favour of the Proposed Transaction.
4.2 To date and in addition to the above, Coronation has secured irrevocable undertakings from
Coronation Shareholders holding 14.00% of the issued share capital, taking the total support
for the Proposed Transaction to 40.95%.
Cape Town
28 October 2024
Investment Bank, Corporate Advisor and Transaction Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal and Tax Advisor
Cliffe Dekker Hofmeyr Incorporated
Independent Expert
BDO Corporate Finance Proprietary Limited
External Auditor and Reporting Accountant Specialist
KPMG Inc.
Specialist B-BBEE Advisor
Black Lite Consulting Proprietary Limited
Technical Accounting Specialist
Kim Bromfield
Sponsor
Valeo Capital Proprietary Limited
Date: 28-10-2024 09:00:00
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