ARC Fund managed by African Rainbow Capital Proprietary Limited made an offer to acquire remaining 75.1% stake in CSG Holdings Limited (JSE:CSG) for ZAR 140 million on October 11, 2021. ARC Fund managed by African Rainbow Capital Proprietary Limited entered into binding agreement to acquire remaining 75.1% stake in CSG Holdings Limited (JSE:CSG) on November 4, 2021. As per terms of transaction, ARC Fund will pay ZAR 0.35 per share. ARC Fund directly and indirectly hold 24.92% stake. Post completion, ARC Fund will delist the CSG Holdings Limited from the securities exchange operated by the JSE Limited.

The Binding Offer remains conditional upon that Shareholders vote in favor of the Delisting Resolution and any other resolutions to be proposed the General Meeting in respect of the Delisting, by no later than January 14, 2022, the Delisting Resolution having been adopted by the requisite majority of the Shareholders, the receipt of all approvals, consents, or waivers from those South African regulatory authorities, competition authorities having been granted by March 31, 2022. Irrevocable undertakings have been received from PDT Investments Proprietary Limited for 25 million shares and Vuwa Scaffolding (Pty) Ltd. In accordance with the provisions of the Companies Act and the Takeover Regulations, an independent sub-committee of the Board, comprising Mathukana Mokoka, Renganayagee(Rojie) Kisten and Nona Ndiliseka Sonjani ("Independent Board") has been appointed to advise Shareholders on the Offer. As per update on November 18, 2021, CSG Holdings Limited issued circular to its shareholders. The meeting of its shareholders is scheduled to take place on December 20, 2021. As of December 20, 2021, the transaction was approved by the Shareholders of CSG Holdings.


Competition approval is scheduled to obtain on March 16, 2021. As of March 16, 2022, the competition authorities have granted their unconditional approval for the transaction on March 14, 2022. The only outstanding condition that remains is the issuance of a compliance certificate by the TRP, which is anticipated to be issued on or about March 28, 2022. Offer period will close on April 8, 2022. Shares held by Gemcap will be transferred to the Offeror in order to directly hold the investment in CSG. As Gemcap is a wholly owned subsidiary of the Offeror, the transfer does not result in a change in ultimate ownership. The Offer remains conditional upon by no later than January 14, 2022, the Delisting Resolution having been adopted by the requisite majority of the Eligible Shareholders at the General Meeting, by no later than March 31, 2022, the receipt of all approvals, from those South African regulatory authorities as may be necessary for the implementation of the Transaction and Competition Authorities on an unconditional basis or if such Regulatory Approvals are granted subject to any condition or qualification, then the Offeror must, acting reasonably, agree to such conditions or qualifications in order for this condition to be fulfilled. Irrevocable Undertakings to vote in favor of the Delisting Resolution from Offeree Shareholders collectively holding 241,339,760 Shares representing 61.52% of the Shares in issue (excluding the Excluded Shares), have been received. In addition, Irrevocable Undertakings relating to at least 169 839 760 Shares (representing at least 43.29% of Shares in issue, excluding the Excluded Shares) have been received from Offeree Shareholders (representing management and former management of the CSG Group) not to accept the Offer and to retain their Shares in the Company following the implementation of the Transaction. The General meeting of CSG Holdings Limited is scheduled for December 20, 2021. Mazars, acting as Independent Expert, has considered the terms of the Offer and is of the opinion that, the Offer is fair and reasonable to CSG Shareholders. The Board, taking into account the recommendation of the Independent Board, unanimously recommends that Offeree Shareholders vote in favor of the Delisting Resolution and other resolutions in relation thereto to be proposed at the General Meeting and that they accept the Offer. As of March 25, 2022 the deal is expected to close on April 22, 2022.


Mazars Corporate Finance Proprietary Limited acted as fairness opinion provider to Independent Board. CMS RM Partners and Webber Wentzel acted as legal advisor to CSG Holdings and African Rainbow Capital Proprietary Limited respectively. Deloitte Capital Proprietary Limited acted as financial advisor to CSG Holdings Limited. CSG Holdings Limited will pay ZAR 3.4 million as fees to Deloitte Capital Proprietary Limited, ZAR 0.87 million to CMS RM Partners, ZAR 0.9 million to Webber Wentzel, ZAR 0.33 million to Mazars Corporate Finance (Pty) Limited.

ARC Fund managed by African Rainbow Capital Proprietary Limited completed the acquisition of 23.1% stake in CSG Holdings Limited (JSE:CSG) for ZAR 42.4 million on April 22, 2022. As per the transaction, ARC Fund managed by African Rainbow Capital Proprietary Limited acquired 121 251 418 shares of CSG Holdings Limited.