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Details of engagement with Fairvest Property Holdings Limited (“Fairvest”) and renewal of cautionary
ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: AHA ISIN: ZAE000275491
JSE share code: AHB ISIN: ZAE000275509
(Granted REIT status with the JSE)
(“Arrowhead” or the “Company”)
DETAILS OF ENGAGEMENT WITH FAIRVEST PROPERTY HOLDINGS LIMITED
(“FAIRVEST”) AND RENEWAL OF CAUTIONARY
Arrowhead shareholders are referred to the announcement (the “Fairvest announcement”) released by
Fairvest on SENS on 18 May 2021, in which Fairvest advised their shareholders, inter alia, that they had
concluded agreements with various Arrowhead B (“AHB”) shareholders to acquire their AHB shares in
exchange for Fairvest shares, at a swap ratio of 1,85 AHB shares per Fairvest share - subject to a number of
terms and conditions detailed in the Fairvest announcement.
The Fairvest announcement also referenced further engagement with Arrowhead. These engagements have
been in the context of Fairvest’s desire, expressed in a letter to Arrowhead on 11 May 2021, to reach
agreement with Arrowhead on ‘a single step merger’. This desire was further expanded on by Fairvest in an
e-mail from its chairman to Arrowhead’s chairman, shortly before the release of the Fairvest announcement,
confirming that Fairvest would like to engage with Arrowhead around a scheme of arrangement (“scheme”)
between Arrowhead and its AHB shareholders.
Arrowhead’s position, as expressed to Fairvest, is that it is always open to considering proposals that may
unlock value for Arrowhead shareholders. In this regard, Arrowhead has begun a process to more fully
assess the potential impact of a scheme on Arrowhead and its shareholders. Arrowhead is mindful that it is
in all parties’ interests that its assessment take place without delay. The Company’s advisors have already
begun work in this regard, and engagements are taking place between Arrowhead and Fairvest’s advisors in
relation to certain additional information and detail requested by Arrowhead in order to facilitate this
assessment.
Given these developments, Arrowhead has formed an independent board (as envisaged in the Companies
Act and Takeover Regulations), comprising all of the independent non-executive directors of Arrowhead
(“independent board”). The independent board will be responsible for assessing the merits of a scheme and
negotiating the terms of that scheme, and will consider if it is in the best interest of Arrowhead and its
shareholders to proceed with a scheme. The independent board will also be responsible for fulfilling
Arrowhead’s obligation in terms of the Companies Act and Takeover Regulations, should Fairvest proceed
with an offer to AHB shareholders as envisaged in the Fairvest announcement.
The independent board collectively and individually accepts responsibility for the information contained in
this announcement and certifies that, to the best of its knowledge and belief, the information contained in
this announcement relating to Arrowhead is true and this announcement does not omit anything that is likely
to affect the import of such information.
In the circumstances, Arrowhead shareholders are advised to continue to exercise caution when trading in
their Arrowhead shares until a further announcement is made
20 May 2021
Lead Corporate Advisor
Ferryman Capital Partners
Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 20-05-2021 01:00:00
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