Reef Group Proprietary Limited and Calibre Capital Pty Ltd. made a binding offer to acquire 41% stake in UCP Holdings Proprietary Limited from Unicorn Capital Partners Limited (JSE:UCP) for approximately ZAR 100 million on December 9, 2019.The consideration shall be settled by setting off the face value of the Calibre Group claims against a portion of the consideration equal to the face value of the claims, which will amount to ZAR 45.6 million at the end of March 2020 and the balance in cash. The consideration will be adjusted upwards or downwards subject to the outcome of the Independent Auditors’ procedures. The transaction is subject to implementation of the Internal Restructure, implementation of the Funding Arrangements, conclusion of the legal, financial, tax and commercial due diligence, Unicorn Capital Partners obtaining an opinion confirming the fairness and reasonableness of the transaction, final approval by the Board and shareholders of Unicorn Capital Partners, final approval by the boards of directors and/or shareholders (to the extent required) of Reef Group Proprietary Limited, Calibre Capital and UCP Holdings, execution of definitive transaction agreements, consent to the transaction by lenders or material counterparties, obtaining of all regulatory approvals, consents and/or exemptions that may be necessary for the implementation of the transaction, including but not limited to approvals and consents from the South African competition authorities, the JSE and the Takeover Regulation Panel, as applicable and filing of an amended memorandum of incorporation for UCP Holdings Proprietary. As of March 12, 2020, the Board of Unicorn Capital Partners recommend the shareholders to vote in favour of the transaction at the general meeting to be held on April 8, 2020. As of April 8, 2020, shareholders of Unicorn Capital Partners approved the transaction. The cash portion of the consideration after the offset of the claims will be used to settle Unicorn debt owing to Absa and to support the working capital requirements of Nkomati. Questco Proprietary Limited acted as financial advisor, BDO South Africa Incorporated and M Mokone of PricewaterhouseCoopers Incorporated acted as accountants, Computershare Investor Services acted as transfer agent and Marcel Goncalves of Merchantec Capital acted as independent expert for fairness opinion for the transaction.