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Voluntary Liquidation, Distribution in Specie Declaration Announcement, Distribution of Circular, Notice of Meeting
Arden Capital Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 115883 C1/GBL)
Share Code: ACZ
ISIN: MU0548S00026
(“Arden Capital” or “the Company”)
PROPOSAL FOR THE VOLUNTARY LIQUIDATION OF ARDEN CAPITAL, DISTRIBUTION IN SPECIE
DECLARATION ANNOUNCEMENT, DISTRIBUTION OF CIRCULAR AND NOTICE OF SPECIAL
MEETING
1. Introduction
Shareholders are referred to the SENS announcements released by the Company on 17 January 2022
and 9 February 2022, advising the Company’s shareholders (“Shareholders”) that the Voluntary
Liquidation, the Reduction of the Stated Capital and the Unbundling (“Proposed Transaction”) had
lapsed due to a delay in receiving the Reserve Bank of Zimbabwe (“RBZ”) approval and the subsequent
receipt of the RBZ approval with the intention of re-proposing the Proposed Transaction in due course.
Accordingly, the board of directors of the Company (“the Board”) has resolved to re-propose to
Shareholders a voluntary liquidation of the Company in terms of paragraph 3.85(i) of the JSE Listings
Requirements and paragraph 105(1)(e) of the Companies Act of Mauritius (“Voluntary Liquidation”),
which will result in the cancellation and delisting of Arden Capital shares on the JSE.
In anticipation of the Voluntary Liquidation, the Board has re-proposed a pro-rata unbundling of all the
issued shares it holds in Arden Enterprises Limited (“AEL”) to Shareholders as a first step towards an
orderly wind-up of the Company’s affairs prior to the Voluntary Liquidation (“Unbundling”). The
distribution ratio shall be 1 ordinary AEL share for every 1 ordinary share held in Arden Capital on the
Unbundling record date.
AEL is a wholly owned subsidiary through which the Company holds all its assets and liabilities.
Following the Unbundling, Arden Capital will effectively revert to a shell company, allowing for the
orderly voluntary wind-up of the Company’s affairs.
To enable the Unbundling, in terms of article 16.1.1 of the Company’s Constitution and under section
63 of the Mauritius Companies Act, a dividend may only be declared out of accumulated profits.
Accordingly, the Board will also re-propose to Shareholders a reduction of the Company’s Stated Capital
balance by USD72 000 000, and transfer of the same to Retained Earnings to enable the Unbundling
(“Reduction of Stated Capital”).
2. Condition Precedent
The Proposed Transaction resolutions are inter-conditional, and the Proposed Transaction is subject to
the passing by the requisite majority of Shareholders of the resolutions approving the Proposed
Transaction, as explained under paragraph 3 below.
3. Distribution of circular to Shareholders and Notice of Special Meeting
The Proposed Transaction will be subject to the requisite approval by Shareholders.
A circular (“the Circular”) containing more information of the Proposed Transaction and incorporating
a notice convening the necessary special meeting of Shareholders (“Special Meeting”) has been
distributed to Shareholders today, Thursday, 31 March 2022. A copy of the Circular is available on the
Company’s website at: https://www.arden-capital.com/investor-relations/shareholder-circulars.
Notice is hereby given of the Special Meeting of Shareholders, which will be held electronically at 12:00
Hrs (GMT+4) on Wednesday, 4 May 2022, in order to consider and approve the resolutions set out in
the notice of Special Meeting included in the Circular.
Arden has retained the services of Adansonia Management Services Limited to host the Special
Meeting on an interactive electronic platform to facilitate electronic attendance by Shareholders.
Shareholders are encouraged to connect to the Special Meeting through Starleaf. The meeting ID will
be distributed on SENS prior to the Special Meeting date. Shareholders connecting to the Special
Meeting will be able to attend the Special Meeting electronically. Voting will only be conducted by
the submission of a form of proxy, indicating Shareholders’ voting preferences, prior to the
Special Meeting.
4. Salient dates and times
Set out below are the indicative dates and times applicable to the Proposed Transaction.
Record date for Shareholders to receive the Circular, Friday, 18 March 2022
incorporating the notice of Special Meeting
Posting of Circular to Shareholders and announced on SENS Thursday, 31 March 2022
Last day to trade in order to be eligible to participate in and vote Tuesday, 19 April 2022
at the Special Meeting (note iv)
Record date to determine eligible shareholders who may attend, Friday, 22 April 2022
speak and vote at the Special Meeting (note iv)
Last day to lodge forms of proxy for the Special Meeting by Friday, 29 April 2022
12:00 on
Special Meeting to be held at 12:00 on Wednesday, 4 May 2022
Results of the Special Meeting released on SENS on or about Wednesday, 4 May 2022
Results of Special Meeting published in the press on or about Thursday, 5 May 2022
If the conditions precedent in paragraph 5 of the Circular
are fulfilled and the Unbundling is approved by
Shareholders at the Special Meeting (note 5):
Finalisation announcement published on SENS on Thursday, 5 May 2022
Last day to trade in Shares in order to be eligible to receive the Tuesday, 17 May 2022
AEL distribution shares (note iv)
Arden Capital shares suspended on JSE trading system Wednesday, 18 May 2022
Arden Unbundling record date (note iv) Friday, 20 May 2022
Dematerialised Shareholders’ accounts with their CSDP or Monday, 23 May 2022
Broker credited with the AEL distribution shares on or about
Certificated Shareholders’ AEL distribution shares posted by Monday, 23 May 2022
registered post at the risk of such certificated shareholders on or
about
Termination of Arden Capital shares on the JSE Tuesday, 24 May 2022
Appointment of liquidator and placement of Company into Tuesday, 14 June 2022
liquidation
Notes:
i. All times indicated above are GMT+4.
ii. The above dates and times are subject to amendment by the Company. Any such amendment will
be released on SENS and, if required, in the press.
iii. Forms of proxy may also be handed to the Chairman at the commencement of the Special Meeting.
iv. Shareholders may not dematerialise or rematerialise their shares after the last day to trade for the
Unbundling.
v. Shareholders may not dematerialise or rematerialise their shares between the ex-date, and record
date pertaining to the Special Meeting, both days inclusive.
vi. The date/(s) assume that all conditions precedent as set out above and in paragraphs 5 of the
Circular would have been met by the time of the Special Meeting.
Grand Baie, Mauritius
31 March 2022
Transaction Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 31-03-2022 11:23:00
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