ARDEN CAPITAL LIMITED - Proposal for the Wind-up and Liquidation of Arden

Proposal for the Wind-up and Liquidation of Arden

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 WIND-UP AND LIQUIDATION OF ARDEN

Introduction

Shareholders are referred to the SENS announcement released by the Company on 24 June 2021,
advising the Company’s shareholders (“Shareholders”) that the board of directors of the Company (“the
Board”) had commenced a process of reviewing the Company’s prospects, financial health, strategy, and
ability to continue to viably operate as a listed investment holding company (“Strategic Review”).

Shareholders are also referred to the various subsequent SENS announcements renewing the Company’s
cautionary statement indicating that the Strategic Review was ongoing, the last of which was published on
8 November 2021.

Shareholders are now advised that the Board has resolved to 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 shares on the JSE.

In anticipation of the Voluntary Liquidation, the Board has 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”). 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 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 propose to Shareholders a reduction of the Arden Stated Capital balance, and to transfer a
portion of the Stated Capital balance to the Retained Earnings to enable the Unbundling (“Reduction of
Stated Capital”).


Rationale

The Company was originally established as a listed investment company through which Shareholders
could gain exposure to various investment sectors with a focus on investing in Zimbabwe.

The Group’s listing was aimed at achieving:
a)   liquidity for its Shareholders by providing them with a tradeable instrument on an internationally
     recognised stock exchange; and
b)   providing the Company with a platform through which to raise future funding for the growth of its
     portfolio.

From the outset of listing, the Company has struggled to achieve liquidity for its shareholders, and the
Company’s share remains highly illiquid on the JSE. The Company has also not attracted any additional
capital from its JSE listing and has not grown its investor portfolio.


The business case for Shareholders to hold shares in Arden Capital is no longer sensible, with the
investment vehicle structure eroding value for Shareholders through unnecessary significant head office
and listing costs.

As a result of the ongoing erosion of value for Shareholders, now coupled with the losses experienced by
the Group as a result of the Covid-19 pandemic thereby placing the Company in considerable financial
constraints, the Board is proposing that Shareholders consider and approve a Voluntary Liquidation of the
Company. This is after exhausting all other avenues of seeking further investment from Shareholders.


Circular to Shareholders

The Reduction of Stated Capital, Unbundling and Voluntary Liquidation will be subject to the requisite
approval by Shareholders. A circular (“the Circular”) containing more information of the Proposed
Transaction incorporating a notice convening the necessary special meeting of the Company’s
shareholders (“Special Meeting”) is expected to be distributed on or about Thursday, 18 November 2021.
A further announcement in this regard will be made in due course.


Grand Baie, Mauritius
15 November 2021


Transaction Sponsor
Questco Corporate Advisory Proprietary Limited

Legal Advisor
Eversheds Sutherland (Mauritius)

Date: 15-11-2021 05:30:00
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