Capricorn Group Limited, the Windhoek-based financial services holding company, has secured a binding offer to acquire a majority stake in Centrafin Proprietary Limited, a transaction that requires approval from noteholders to avoid disrupting the servicing arrangements of Centrafin Asset Rentals.

In a notice published on the Johannesburg Stock Exchange’s Stock Exchange News Service on October 19, 2026, Centrafin Asset Rentals (RF) Limited requested written consent from holders of its Class A notes listed under stock code CAR001 to approve the proposed change of control involving its servicer, Centrafin Proprietary Limited.

Noteholders face November 16 deadline

The proposed transaction involves Capricorn Group acquiring a majority interest in Centrafin Proprietary Limited from Fonzosys Proprietary Limited. If completed, the acquisition would trigger a change-of-control provision under the terms governing Centrafin Asset Rentals’ notes.

The issuer warned that without approval from the controlling Class A noteholders, the transaction could constitute a servicer replacement event, requiring the cancellation of Centrafin Proprietary Limited’s appointment under the servicing agreement.

Such an event would also trigger a stop-purchase event, potentially resulting in the controlled early amortisation of the notes and accelerating repayments ahead of their intended maturity profile. Centrafin Asset Rentals said maintaining the existing servicing arrangement would protect noteholders’ interests by avoiding disruption to servicing operations and preventing the notes from amortising earlier than anticipated.

Two-thirds approval required

Under the proposed extraordinary resolution, Class A noteholders must approve the change of control with signatures representing at least 66.67% of the outstanding principal amount of the notes.

The deadline for submitting signed resolutions is 5 p.m. on November 16, 2026, giving investors 20 business days from the publication of the notice to vote for, against or abstain from the proposal.

Votes must be submitted through the relevant central securities depository participant and sent to Nedbank Limited’s Corporate and Investment Banking division, which administers the programme. The participants are also required to notify Strate Proprietary Limited of the voting outcomes and the principal amounts represented.

If approved, the resolution would allow Centrafin Proprietary Limited to remain the appointed servicer despite the change of control, without triggering a servicer replacement event or a stop-purchase event.

Centrafin Asset Rentals issued the notes under its R3 billion ($182,54 million) note programme, established in September 2025. Nedbank Corporate and Investment Banking is acting as debt sponsor.