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Notice of extraordinary general meeting and changes to the board
GoGlobal Properties Limited
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: GGB.BH
JSE share code: GGP ISIN: BMG945551023
(“GoGlobal” or “the company”)
NOTICE OF EXTRAORDINARY GENERAL MEETING AND CHANGES TO THE BOARD
1. Introduction
Shareholders are referred to the announcement published on 7 August 2014, wherein shareholders were advised that
the GoGlobal group had concluded various share purchase agreements with the vendors of various property companies
(“property companies”) forming part of funds currently managed by the Stenham Property Holdings Limited group
(“Stenham Property”), in terms of which GoGlobal will acquire shares in the property companies (“the property
companies acquisition”). The property companies collectively own forty five buildings in Germany, Switzerland and
the United Kingdom. In addition to the property companies acquisition, GoGlobal will acquire:
- the Stenham Property management business (through the acquisition of the entire issued share capital of Stenham
Property and its subsidiaries);
- various cash holding subsidiaries of certain of the property funds referred to above; and
- the entire issued share capital of GoGlobal’s current investment manager, Apex Hi (UK) Limited,
(collectively, the “acquisitions”).
The purchase consideration for the acquisitions will be entirely funded by the issue of new GoGlobal ordinary shares
to the relevant vendors (“consideration shares”).
2. Notice of extraordinary general meeting
Shareholders are advised that GoGlobal has today posted a notice of extraordinary general meeting (“notice”) to its
shareholders. The extraordinary general meeting of GoGlobal shareholders will be held at Sarnia House, Le Truchot,
St Peter Port, Guernsey, GY1 4NA on Monday, 8 September 2014 at 14:00 (GMT) (10:00 a.m. AST) for the purposes
of considering and if deemed fit, passing, with or without modification, the resolutions set out in the notice necessary
to give effect to:
- authorising the directors of the company to issue and allot a sufficient number of consideration shares for the
acquisitions;
- changing the name of the company from “GoGlobal Properties Limited” to “Stenprop Limited”;
- authorising the directors under a general mandate to allot or issue securities of not more than 20% of the existing
issued share capital of the company from time to time;
- authorising the directors under a general mandate to allot or issue securities in excess of 20% of the existing issued
share capital of the company, provided that this mandate and any renewal shall only continue in force until, the
conclusion of the first annual general meeting of the company following the passing of this resolution at which time
it shall lapse unless, by ordinary resolution passed at the annual general meeting, the mandate is renewed, or
revoked or varied by ordinary resolution of the shareholders in general meeting;
- redenominating the currency of the company from Pounds Sterling to Euros; and
- changing the board of directors as detailed below.
3. Changes to the board
Shareholders are advised that, subject to the approval of the issue of the consideration shares, the following directors
will resign as directors of the company:
1. David Smith;
2. Sean Melnick;
3. Hendrik Esterhuizen; and
4. Cobus Josling.
It is proposed that, following the receipt of the necessary shareholder approval, the following persons will be elected
as directors of the company with effect from completion of the acquisitions:
1. Paul Arenson – Chief Executive Officer – Paul Arenson joined Stenham in 1995 with a mandate to start a property
business for the Stenham Group. He has driven the development of the business from its inception and has held the
position of managing director since then. Paul graduated as a lawyer at Edward Nathan & Friedland Inc. Prior to
joining Stenham, he was a partner at the London office of Sonnenberg Hoffman & Galombik;
2. Patsy Watson – Finance Director – Patsy Watson joined Stenham Property in May 2007 as Finance Director,
having spent three years as Finance Director of a division of Regus (a listed property company on the London
Stock Exchange). Prior to that, she had 13 years of experience in corporate finance and project structuring as a
partner at Neil Thomas Associates, a boutique firm of corporate finance specialists in Johannesburg. Patsy
graduated from the University of Witwatersrand in South Africa with Bachelor degrees in Commerce and
Accountancy, where she also completed a two year postgraduate course in taxation. She qualified as a Chartered
Accountant in Johannesburg, after serving articles with PricewaterhouseCoopers;
3. Michael Fienberg – Non-Executive Director – Michael Fienberg graduated from the University of Natal in South
Africa with a BA (Hons) in Mathematics, Statistics, Economics and Econometrics and thereafter qualified as a
Fellow of the Institute of Actuaries, London. He worked in the life assurance industry initially as an actuary and
later in general management. After working for the Gerber Goldschmidt Group in various senior positions for 13
years, Michael joined Stenham in 1994 and was appointed Group Managing Director in 2000. During his time at
Stenham, Michael has been closely involved on the development of the Group’s Property business, having served
on the boards of the Stenham’s property subsidiaries and all its property funds since their inception. More recently,
he served as Chairman of another property company listed on the Alternative Exchange (“AltX”) of the JSE,
through the period of its formation, offshore listing and inward listing on the AltX. On 1 April 2010 Michael
stepped down as Group Managing Director Stenham, but remains on the board of Stenham, its offshore subsidiaries
and all its investment funds, as well as chairing the Group’s audit and risk committees;
4. Neil Marais – Executive Director – Neil graduated from University of Stellenbosch, South Africa, with a
Bachelors of Commerce in Management Accounting and subsequently qualified as a Chartered Certified
Accountant in the United Kingdom. He has more than fifteen years of Real Estate, Private Equity and Debt fund
experience, most recently with Park Square Capital and as CFO with SG Capital Europe (now Syntegra Capital),
the former private equity arm of Société Générale. In 2009, Neil joined the Stenham Group to head its Property
Advisory company in the Channel Islands and is an executive director on the managed Real Estate Funds and
Advisory boards; and
5. Stephen Ball – Non-Executive Director – Stephen is managing director of the Sphere group of companies, which
provides fiduciary and company management services. Stephen qualified as a Chartered Accountant in 1977,
having trained with Coopers & Lybrand. In the same year, Stephen joined Reads & Co. in Guernsey (which
became part of BDO International in 1991), becoming a partner in 1982, where he specialised in fiduciary
services. He formed Sphere in 1995 after retiring from Reads & Co. Stephen is a director on the boards of various
funds managed by Stenham Property and a director of a number of companies with assets relating to offices,
commercial, retail and hospitality property.
GoGlobal has a primary listing on the Bermuda Stock Exchange and a secondary listing on the AltX.
14 August 2014
South African corporate advisor and JSE sponsor
Java Capital
BSX sponsor
LOM
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