Wrap Text
Confirmation of section 114 scheme of arrangement, posting of circular and notice of general meeting
IFA Hotels & Resorts Limited
Incorporated in the Republic of South Africa
Registration number 1919/001318/06
Share code: IFH
ISIN code: ZAE000075669
("IFA” or the “Company")
CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT, POSTING OF
CIRCULAR AND NOTICE OF GENERAL MEETING
1. CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT
1.1. IFA received and accepted a firm intention to make an offer letter from
IFA Hotels & Resorts KSCC (“IFA KSCC”) dated 29 May 2013 (the “Firm
Intention to Make an Offer Letter” or “the Offer”) and published a Firm
Intention to Make an Offer Announcement containing the salient
features of the Offer on SENS on 29 May 2013 (the “Announcement”).
1.2. The board have resolved that a scheme of arrangement (the “Scheme”)
in terms of section 114 of the Companies Act, 2008 (the “Companies
Act”) (read with section 115 of the Companies Act) is proposed by the
board of IFA between IFA and its shareholders in terms of which IFA
KSCC will acquire the 15% of the IFA shares, that it does not already
own, for a scheme consideration of 20 cents per IFA share (comprising
all issued shares in the capital of IFA other than the IFA shares held by
Excluded Shareholders, as defined in the Announcement) on the terms
and conditions set out in more detail in the Announcement and in the
section 114 scheme circular to IFA shareholders dated 27 June 2013
(the “Circular”).
2. POSTING OF CIRCULAR
IFA shareholders are hereby advised that the Circular containing details
of the Scheme and incorporating a notice of general meeting was posted
to IFA shareholders today. IFA shareholders are also hereby advised to
review the Circular for the terms and conditions to the Scheme.
3. NOTICE OF GENERAL MEETING OF IFA SHAREHOLDERS
Notice is hereby given that a general meeting of IFA shareholders will be
held at the offices of the Company at Zimbali Northgate Suites, Zimbali
Coastal Resorts, KwaZulu-Natal, South Africa at 10:00 on Friday, 26 July
2013 or at any other adjourned or postponed time and date determined
in accordance with the provisions of the Companies Act (as read with
the JSE Limited Listings Requirements) for the purpose of considering
and, if deemed fit, passing, with or without modification, the resolutions
set out in the notice of general meeting included in the Circular.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The definitions and interpretations commencing on page 8 of the
Circular shall apply to these important dates and times relating to the
Scheme set out below.
2013
Record date for the distribution of the circular on Friday, 21 June
Circular posted to IFA shareholders and notice convening the general
meeting published on SENS Thursday, 27 June
Last day to trade in IFA shares on the JSE in order to be eligible to
participate in and vote at the scheme meeting (see note 4 below) on Friday, 12 July
Record date to be eligible to participate in and vote at the scheme meeting by
17:00 on Friday, 19 July
Last day to lodge forms of proxy in respect of the scheme meeting by 10:00
on (see notes 5 and 6 below) Wednesday, 24 July
Last date for shareholders to give IFA written notice objecting to the scheme
in terms of section 164(3) of the Companies Act by no later than 10:00 Friday, 26 July
Scheme meeting to be held at 10:00 on Friday, 26 July
Publication of results of the scheme meeting on SENS on Friday, 26 July
Last day on which IFA shareholders can require IFA to seek court approval in
terms of section 115(3)(a) of the Companies Act on Friday, 2 August
Last day on which IFA shareholders can apply to court for leave to review the
transaction in terms of section 115(3)(b) of the Companies Act on Monday, 12 August
Finalisation date expected to be on Monday, 19 August
Finalisation date announcement to be published on SENS on Monday, 19 August
Last day to trade IFA shares on the JSE in order to be recorded in the
register to receive the scheme consideration on Friday, 30 August
Suspension of listing from the Main Board of the securities exchange owned
and operated by the JSE of IFA shares at commencement of trading on Monday, 2 September
Scheme record date, being the time and date on which scheme participants
must be recorded in the register to receive the scheme consideration, which
is expected to be by 17:00 on Friday, 6 September
Expected operative date of the scheme on Monday, 9 September
Scheme consideration expected to be paid/posted to certificated scheme
participants (if documents of title are received on or prior to 12:00 on the
scheme record date) on or about Monday, 9 September
Dematerialised scheme participants expected to have their accounts (held at
their CSDP or broker) updated on Monday, 9 September
Termination of listing of IFA shares from the Main Board of the securities
exchange owned and operated by the JSE at the commencement of trading
on or about Tuesday, 10 September
Notes:
1. All dates and times may be changed by mutual agreement between IFA and IFA KSCC
and/or may be subject to the obtaining of certain regulatory approvals. Any change will
be published on SENS.
2. All dates and times have been determined on the basis that no Court approval or review
of the special resolution will be required. Should IFA be notified that one or more
shareholders intends to object to the scheme in terms of section 115 of the Companies
Act, or dissent in terms of section 164 of the Companies Act, and objection/s or dissent/s
result in a change to the abovementioned timetable, IFA will publish any changes on
SENS.
3. As the salient dates and times are subject to change, they may not be regarded as consent
or dispensation for any time periods which may be required in terms of the Companies
Act or the Takeover Regulations where applicable, and any such consents or
dispensations must be specifically applied for, and granted.
4. IFA shareholders should note that as transactions in IFA shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place five
business days after such trade. Therefore IFA shareholders who acquire IFA shares after
Friday, 12 July 2013 will not be eligible to vote at the scheme meeting.
5. If a form of proxy is not received by the time and date shown above, it may be handed to
the chairperson of the scheme meeting at any time immediately before the appointed
proxy exercises any of the shareholder rights at the scheme meeting.
6. If the scheme meeting is adjourned or postponed, forms of proxy submitted for the initial
scheme meeting will remain valid in respect of any adjournment or postponement of the
meeting.
7. All times given in this document are local times in South Africa.
8. Share certificates may not be dematerialised or rematerialised after Friday, 30 August
2013.
Zimbali
27 June 2013
Transactional Sponsor to IFA: PSG Capital
Legal advisor to IFA: Larson Falconer Hassan Parsee Inc.
Corporate Advisor to IFA: DEA-RU
Date: 27/06/2013 05:20:00 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.
Sharenet Sites 
