Wrap Text
Proposed Change Of Name Of The Company To Grit Real Estate Income Group Limited
Mara Delta Property Holdings Limited
(previously Delta Africa Property Holdings Limited)
(Registered by continuation in the Republic of
Mauritius)
(Registration number: C128881 C1/GBL)
SEM share code: DEL.N0000
JSE share code: MDP
ISIN: MU0473N00028
(“Mara Delta” or “the Company”)
PROPOSED CHANGE OF NAME OF THE COMPANY TO GRIT REAL ESTATE INCOME GROUP LIMITED
1. INTRODUCTION
Shareholders are hereby advised that the board of directors of Mara Delta has resolved to submit a written
resolution to shareholders of the Company in order to change the Company’s name to Grit Real Estate
Income Group Limited, which resolution will be voted in writing in terms of section 117 of the Mauritian
Companies Act 2001.
2. RATIONALE FOR NAME CHANGE
Shareholders are referred to the joint SENS announcement issued by Mara Delta (previously Delta Africa
Property Holdings Limited) and The Pivotal Fund Limited (“Pivotal”) (collectively “the Companies”) on
17 November 2015.
In line with Mara Delta’s strategy to expand its geographical footprint on the African continent, Mara Delta
was seeking strategic partnerships with businesses that had existing structured and detailed knowledge of
operating in new target jurisdictions.
In August 2015, Mara Delta and Pivotal, representing a consortium of investors (“the Pivotal Consortium”)
commenced discussions regarding the injection of a significant amount of capital into Mara Delta and to
include the consortium’s portfolio of assets into Mara Delta.
In terms of the framework agreement entered between Mara Delta and the Pivotal Consortium, Mara Delta
changed its name to Mara Delta Property Holdings Limited and restructured its board to include members
of the Pivotal Consortium.
Subsequently, Abland Africa Limited, Carlisle Property Holdings Limited and Mara Group (through Ameiya
Holdings Limited) were appointed as promoters to source investment and development opportunities for
Mara Delta across the continent. These entities did not invest in Mara Delta.
On 30 August 2016, Pivotal and Redefine Properties Limited (“Redefine”) jointly announced through SENS
Redefine’s firm intention to acquire all of the issued share capital of Pivotal (“the Redefine Acquisition”).
This transaction was implemented in January 2017 resulting in the delisting of Pivotal from the JSE.
Considering the delisting of Pivotal and the subsequent dissolvement of the Pivotal Consortium, the existing
rationale for the Mara Delta name, as well as the individuals involved which lead to the Mara Group’s
association with Mara Delta, is no longer effective. In addition, a mutual decision has been reached to
discontinue the promotors’ agreement with Mara Group’s Ameiya Holdings Limited.
Mara Delta is no longer associated with the Mara Group and therefore the board wishes to propose to
shareholders that the Company’s name be changed to Grit Real Estate Income Group Limited to represent
the organization in its current form and into the future.
3. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the name
change.
DESCRIPTION DATE
Last day to trade on the South African share register Tuesday, 20 June 2017
for record date purposes
Record date to determine which shareholders on the Friday, 23 June 2017
South African share register are entitled to receive
this circular
Record date to determine which shareholders on the Friday, 23 June 2017
Mauritian share register are entitled to receive this
circular
Circular posted to shareholders on or about Friday, 30 June 2017
Record date for shareholders to vote Friday, 30 June 2017
Closing date for voting on the written resolutions Friday, 21 July 2017
(“Closing Date”)
Results on the voting to be released on SENS and the The business day on which the written resolutions
SEM website have been adopted by shareholders
Results of the voting published in the South African The next business day following the release of the
and Mauritian press on results on the voting on Stock Exchange News
Service (“SENS”) and the Stock Exchange of
Mauritius Ltd’s (“SEM”) website
Anticipated date on which the Registrar of Companies Friday, 28 July 2017
in Mauritius is to issue a new certificate of
incorporation on the change of name to “Grit Real
Estate Income Group Limited”
Confirmation and receipt of new ISIN on or about Friday, 28 July 2017
Finalisation announcement regarding the change of Monday,31 July 2017
name to be published on or about
Last day to trade under the old name “Mara Delta Monday, 7 August 2017
Property Holdings Limited” on or about
Expected termination date for trading under the Tuesday, 8 August 2017
name of Mara Delta Property Holdings Limited and
commencement of trading under the new name
under share code GTR, short name GRITREAL from the
commencement of trade
Anticipated record date for the change of name Friday, 11 August 2017
Dematerialised Shareholders’ accounts updated with Monday, 14 August 2017
the new name by their CSDP or broker on or about
Expected date that new share certificates will be Monday, 14 August 2017
issued to certificated shareholders, posted by
registered post, at their own risk
Notes:
1. Dates and times are subject to amendment. Any such changes will be released on the SENS of the JSE
Limited (“JSE”) and on the website of the SEM.
2. In order for the resolution to be adopted, at least 75% (seventy five percent) of all the voting rights
exercised on the resolution, must have been exercised in favour of the resolution.
3. No transfer of shares between sub-registers in Mauritius and South Africa may take place between
Monday, 31 July 2017, and Friday, 11 August 2017, both days inclusive
4. CIRCULAR
Shareholders of Mara Delta are hereby advised that the circular proposing the name change will be
distributed to shareholders on 30 June 2017. The circular will be available on the Company’s website at
www.maradelta.co.za on the same date.
By order of the Board
30 June 2017
PSG Capital: JSE sponsor and corporate advisor to Mara Delta
Perigeum Capital: SEM authorised representative & sponsor and Mauritian Transaction Advisor to Mara Delta
Directors: Sandile Nomvete (chairman), Bronwyn Corbett*, Peter Todd (lead independent), Maheshwar
Doorgakant#, Chandra Gujadhur, Ian Macleod, Leon van de Moortele*, Jacqueline van Niekerk and Matshepo
More (*executive director) (#alternate to Mr Gujadhur)
Company secretary: Intercontinental Fund Services Limited
Registered address: c/o Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène
72201, Mauritius
Transfer secretary (South Africa): Computershare Investor Services Proprietary Limited
Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services Limited
Corporate advisor and JSE sponsor: PSG Capital Proprietary Limited
Sponsoring Broker: SBM Securities Ltd
SEM authorised representative & sponsor and Mauritian transaction advisor: Perigeum Capital Ltd
This notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007.
The board of directors of the Company accepts full responsibility for the accuracy of the information contained in
this communiqué.
Date: 30/06/2017 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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