Clientèle Limited has announced that its board will propose delisting from the JSE, coupled with a conditional offer to repurchase shares from shareholders.
Clientèle markets, distributes, and underwrites insurance and investment products, as well as related financial services. It has been listed on the JSE since May 2008.
In the same SENS announcement on 30 April, Clientèle disclosed two other proposed corporate actions:
- An issue of shares for cash to Acacia Empowerment Investments (Pty) Ltd (AEI).
- A management share subscription for selected executive directors and senior staff.
Although these transactions are related, they are not all interdependent. The AEI subscription is not conditional on the delisting or repurchase offer (although its proceeds may help to fund the offer), whereas the management share issue is conditional on the delisting being implemented.
Delisting and repurchase offer
Clientèle proposes to delist through a pro rata share repurchase in terms of section 48(8)(b)(i) of the Companies Act and the JSE Listings Requirements. The company states the transaction does not constitute an “affected transaction” under Chapter 5 of the Companies Act.
The offer price is anchored to the group’s embedded value (EV) – a life insurance valuation metric used to express, in broad terms, the value of the in-force book and associated net assets.
Clientèle says it will offer shareholders 85% of EV per share as at 31 December 2025, escalated by 7% per annum from 1 January 2026 to (but excluding) the payment date. Clientèle reported an EV per share of R22.645 as at 31 December 2025 in its interim financial results published on 2 March 2026.
Based on an EV per share of R22.645, this implies a target offer price of R19.90 per share if the payment date of 29 June 2026 is achieved. The company says this represents a 25.47% premium to the 30-day volume weighted average price (VWAP) of R15.86 over the 30 business days before 29 April 2026.
Clientèle’s shares traded sharply higher on the day of the announcement (about 16% on available price data), putting the group’s market value at roughly R8.4 billion at that time.
Proceeds paid under the repurchase will be treated as a dividend for income tax purposes, with dividends tax potentially applicable, and the repurchase will be subject to securities transfer tax at 0.25%.
Shareholders may accept the offer in whole or in part, and acceptances are irrevocable. Those who do not accept (in whole or in part) will remain shareholders in an unlisted Clientèle if the delisting proceeds.
Clientèle has built a hard cap into the offer. If acceptances exceed 36 261 776 shares (described as more than 8% of offer shares, excluding AEI subscription shares if issued), the offer will lapse in full, all acceptances will be invalidated, and the delisting will not proceed.
Clientèle disclosed that Friedshelf 1577 (Pty) Ltd, Telesure Investment Holdings (Pty) Ltd (TIH), the Hollard group of companies, the Arcadia Trust, and AEI collectively hold 92.1% of shares in issue at the date of the announcement.
The company advised shareholders to consult professional advisers given that individual circumstances differ, including for shareholders in foreign jurisdictions
The purchase offer will be funded through available operating cash and other internal resources. If the AEI issue is implemented, the proceeds will increase cash resources and be used to fund the offer.
Clientèle also flagged a potential dividend implication. If it is required to pay the maximum offer price, this “will impact the dividend that Clientèle is able to pay in the 2026 financial year”, with the extent depending on acceptances received and the amount paid.
Reasons for delisting
Clientèle positions the delisting as a response to how its shares trade on the market.
The board says the shares are “tightly held and thinly traded”, resulting in the shares trading “at a substantial discount” to EV per share, and being “subject to volatile price movements.”
The company says this lack of liquidity and the discount make it difficult for shareholders and potential investors to acquire a meaningful number of shares, and difficult for shareholders – including minority shareholders – to sell at “reasonable value”.
Clientèle states the discount and volatility preclude the company from raising capital in the market, and the traded price is “an unhelpful reference point” for corporate actions. It adds that, in these circumstances, the group is “unable to enjoy the full capital market benefits of being listed on the JSE”.
Clientèle also cites cost and focus considerations, stating the delisting will relieve it of “the additional cost of compliance with the JSE Listings Requirements” and the additional management time required, and “will accordingly allow management to focus their efforts on Clientèle’s strategic growth”.
Post-delisting liquidity – annual put option
For shareholders who remain invested after a delisting, Clientèle sets out an annual liquidity mechanism, but it is not immediate and it is not open-ended.
Clientèle says that only from after the second anniversary of the delisting, and for 10 years thereafter, certain remaining shareholders will have the right to put shares to Clientèle Life Assurance Company Limited (a wholly owned subsidiary) at 85% of the then most recently published EV.
Clientèle says this right is exercisable only during a two-week annual “liquidity window” after publication of the annual financial statements and is subject to an annual aggregate cap of R50 million, with “pro rata scaling back” if the limit is exceeded. The arrangement is also subject to Companies Act repurchase requirements, including the solvency and liquidity test and board approval at Clientèle Life.
Outside this window, shareholders would need to sell privately at negotiated prices.
Clientèle states the put option will not apply to Friedshelf, TIH, the Hollard group, the Arcadia Trust, and AEI.
AEI empowerment subscription
Separate from the delisting and repurchase offer, Clientèle says it has entered a subscription agreement under which AEI will subscribe for 13 597 860 shares in authorised but unissued share capital.
The pricing mirrors the offer formula – 85% of EV per share, escalated at 7% a year from 1 January 2026 to (but excluding) the issue date.
Assuming a target issue date of 22 June 2026, Clientèle says the AEI subscription price will be R19.87 per share, a 25.28% premium to the same 30-business-day VWAP reference of R15.86 over the 30 business days before 29 April 2026.
Clientèle links the AEI transaction to empowerment objectives, stating that following the acquisition of 1Life Insurance (RF) Limited, black shareholding was diluted to under 10%, and it has been seeking to increase black shareholding above 10% again.
AEI is an existing shareholder (holding 6.64% directly) and is owned by the Hollard Foundation Trust.
The AEI issue is subject to conditions, including shareholder approvals, AEI’s funding arrangements becoming unconditional, and no “material adverse change” as defined in the SENS. The agreement will lapse if the conditions are not fulfilled or waived by 12 June 2026 (or another agreed date).
Management share offer
Clientèle has also made conditional offers to executives and senior management to subscribe for up to 4.8 million shares.
The pricing again follows the EV-based formula, implying R19.90 per share on a 30 June 2026 issue date and a 25.47% premium to the same VWAP reference period.
Management offerees are required to accept by 15 May 2026.
Clientèle states the rationale for the management issue is to implement a retention and motivation incentive that will align senior management with remaining shareholders.
The full issue price will be settled by Clientèle Life on behalf of the management subscribers, with Clientèle Life then crediting the amounts to each subscriber’s loan account; it says this will be on favourable terms, “not an arm’s length loan”.
Unlike the AEI issue, Clientèle makes the management issue conditional on the delisting. Other conditions include shareholder approvals, funder approvals, Prudential Authority (PA) approvals, and the relevant agreements becoming unconditional.
Effects of the AEI and management issues
If both the AEI issue and the management issue are implemented, Clientèle says the proceeds will be R270 214 356 for AEI and R95 526 336 for management, increasing cash and internal resources by approximately R365 740 692 (excluding estimated expenses) and increasing stated capital by the same amount.
It also says Clientèle Life’s initial funding to management subscribers would amount to R95 526 336, increasing financial assets with a corresponding reduction in cash and resulting in a “nil impact on the net asset position”. In total, 18 397 860 shares would be issued under the specific issues.
Conditions and approvals
Clientèle’s delisting and repurchase offer remains subject to multiple approvals, including a 75% shareholder vote on the delisting (excluding certain parties deemed to be acting in concert), approval from an existing funder, and regulatory approvals from the South African Reserve Bank and the PA on terms acceptable to Clientèle.
Clientèle says the offer will lapse if the conditions are not fulfilled or waived by 12 June 2026 (subject to extension), and the delisting will not proceed if the offer lapses.
Clientèle also states it constituted a board of independent non-executive directors to consider the fairness of the offer, and appointed PwC Corporate Finance to provide a fairness opinion, which will be included in a circular to be distributed to shareholders.
