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I ACH
CPI ACH
Arch Equity/ Capitec - Joint announcement regarding the Capitec option
ARCH EQUITY LIMITED
Incorporated in the Republic of South Africa
Registration number 2004/004019/06
Share code: ACH & ISIN: ZAE000061073
("Arch Equity")
CAPITEC BANK HOLDINGS LIMITED
Registration number: 1999/025903/06
Share Code: CPI
ISIN Number: ZAE000035861
("Capitec")
(collectively "the parties")
JOINT ANNOUNCEMENT REGARDING THE CAPITEC OPTION
PSG Capital is authorised to announce that the parties have reached agreement as
to the Capitec Option, as set out in clause 7.4.3 of in the circular to Arch
Equity shareholders dated 14 December 2005 ("the BEE Circular") and as also
referred to in clause 2.1.2 of the Capitec circular dated 7 October 2004 ("the
Capitec circular").
In terms of the Capitec Option, should Arch Equity not have been certified as a
black company by the Financial Sector Charter Council by 28 February 2006,
Capitec could have exercised the aforementioned option and acquired 1 445 582
Capitec ordinary shares ("the Capitec shares") from Arch Equity, subject to
certain terms and conditions as set out in the BEE circular and Capitec
circular.
The parties, however, concluded a new agreement on 14 February 2006 dealing with
the Capitec Option and various other related matters ("the New Agreement"). The
New Agreement was mainly necessitated as a result of the Codes of Good Practice
as published by the Department of Trade and Industry on 1 November 2005 ("the
Codes") which changed, inter alia, the definition of a black company. The New
Agreement replaces and supercedes any previous agreement(s) between the parties
in its entirety and provides inter alia as follows:
The shareholding structure of Arch Equity Investment Holdings Limited ("Arch
Equity BEE Newco") must be confirmed as being implemented by 31 May 2006;
Thereafter, the Capitec shares will be transferred to Arch Equity BEE Newco,
Arch Equity"s primary investment holding vehicle as contemplated in the BEE
circular;
Arch Equity BEE Newco will, in addition to the Capitec shares, acquire a further
1 445 582 Capitec ordinary shares ("the additional Capitec shares") and will not
dispose of both the Capitec shares as well as the additional Capitec shares
until 2014 in return for the cancellation by Capitec of any pre-emptive rights
that it may have in respect of any other Capitec ordinary shares held by Arch
Equity, save for such right as set out below; and
Arch Equity BEE Newco shall ensure, until 2014 (which is the later of the two
target dates set in the Financial Sector Charter), that at least 50.1% of its
issued share capital is held by black people, failing which, Capitec shall be
entitled to acquire the Capitec shares. Arch Equity BEE Newco will also continue
to hold the additional Capitec shares for the aforesaid period.
The parties are of the opinion that the terms and conditions of the New
Agreement are beneficial to its respective shareholders. The New Agreement
allows Capitec to maintain valuable BEE credentials in terms of the Codes, and
facilitates Arch Equity in bringing about the BEE restructuring as set out in
the BEE circular.
Shareholders of Arch Equity and Capitec should note that this announcement is
for information purposes only. Neither Capitec nor Arch Equity shareholders are
required to take any further action in terms hereof.
10 March 2006
Stellenbosch
PSG Capital - Designated Advisor to Arch Equity and sponsor to Capitec
Date: 10/03/2006 02:54:03 PM Produced by the JSE SENS Department
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