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Discontinuance in Bermuda and registration and continuation in Mauritius notice of special general meeting
DELTA INTERNATIONAL PROPERTY HOLDINGS LIMITED
(Formerly Osiris Properties International Limited)
(Incorporated in Bermuda with registration number 46566)
BSX share code: DLI.BH
JSE share code: DLI
ISIN: BMG2707T1018
(“Delta International” or “the company”)
DISCONTINUANCE IN BERMUDA AND REGISTRATION AND CONTINUATION IN MAURITIUS NOTICE OF SPECIAL GENERAL MEETING
1. INTRODUCTION
As communicated to investors at the time of the company’s listings on the Bermuda Stock Exchange
(“BSX”) in July 2012 and the Alternative Exchange of the Johannesburg Stock Exchange (“JSE”) in August
2012, the company’s primary objective is to invest opportunistically in real estate assets that will provide
strong sustainable income from high quality tenants. In furtherance of these objectives and under the
guidance of the new board of directors and investment manager, the company has embarked on a strategy of
acquiring a substantial portfolio of African real estate assets (this would exclude assets situated in South
Africa).
2. DISCONTINUATION IN BERMUDA AND CONTINUATION IN MAURITIUS
Given that the company intends a substantial investment into Africa, it has been suggested that it would be in
the best interests of the company and its investors if the company were discontinued as a Bermuda exempt
company and continue instead as a Global Business Company in Mauritius, to take advantage of the
experience of Mauritian service providers in doing business in Africa, the geographical and time-zone
proximity of Mauritius to Africa, as well as the many double taxation treaties negotiated between Mauritius
and various African jurisdictions in which the company intends to invest.
3. DELISTING FROM THE BSX AND LISTING ON THE STOCK EXCHANGE OF MAURITIUS
In the event that the company discontinues as a Bermuda exempt company and is successfully registered and
continued in Mauritius, Shareholders are advised that the company proposes to apply to the Stock Exchange
of Mauritius (“SEM”) for a primary listing of its securities in the Official List of the SEM and, concurrently,
to apply for a delisting of its securities on the BSX. The directors of the company envisage that a listing on
the SEM will provide access to a global investor base of managed funds, high net worth individuals and
other sources of capital who view Mauritius as an attractive investment destination.
4. CHANGES TO THE BOARD
Shareholders are advised that, upon discontinuation of the company in Bermuda, the following directors will
resign as directors of the company:
1. James Keyes; and
2. David Brown.
It is proposed that, subject to the registration and continuation of the company in Mauritius and receipt of the
necessary shareholder approval thereto, the following person will be elected as a director of the company:
1. Maheshwar Doorgakant – Mr Doorgakant is the Managing Director of Apex Fund Services
(Mauritius) Ltd. Mr Doogakant has extensive experience and knowledge on key industries in Africa
and its principal capital markets.
5. CHANGES TO MANAGEMENT COMPANY AND REGISTERED ADDRESS
Shareholders are advised that, contemporaneous with discontinuation of the company in Bermuda and
subject to the registration and continuation of the company in Mauritius, the company will appoint Apex
Fund Services (Mauritius) Ltd of 4th Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius as resident
management company in Mauritius.
Further, the company’s registered address will be changed to 4th Floor, Raffles Tower, 19 Cybercity, Ebene,
Mauritius.
6. ADOPTION OF A NEW CONSTITUTION
Shareholders are advised that, following discontinuation of the company in Bermuda and subject always to
the registration and continuation of the company in Mauritius, the company will adopt a new constitution, in
accordance with the laws of Mauritius, with effect from the date of the provisional registration of the
Company in Mauritius.
7. NOTICE OF SPECIAL GENERAL MEETING
Shareholders are advised that a special general meeting of the company’s shareholders is to be convened at
the company’s registered office, Williams House, 3rd Floor, 20 Reid Street, Hamilton, HM11, Bermuda on
Thursday, 23 October 2014 at 10:00 am (Atlantic Daylight Time) for the consideration of shareholder
resolutions in the furtherance of the proposed changes to the company’s domicile as set out above, which
resolutions (if passed) will have the following effects:
- approving the discontinuation of the company as an exempted company incorporated in Bermuda;
- authorising the company to be continued as a Global Business Company organized under the laws of
Mauritius under the name “Delta International Property Holdings Limited”;
- authorising Apex Fund Services (Mauritius) Ltd to register the necessary documents to effect the
change of domicile of the company to Mauritius;
- authorising the company to delist from the BSX and to apply for a listing on the SEM;
- changing the board of directors as detailed above;
- appointing Apex Fund Services (Mauritius) Ltd as the company’s management company in Mauritius;
- changing the registered address of the company as detailed above; and
- adopting the new constitution of the Company in line with the laws of Mauritius, as detailed above.
The company currently has a primary listing on the Bermuda Stock Exchange and a secondary listing on the
Alternative Exchange of the JSE. Following discontinuation in Bermuda, and subject always to the listing of the
company’s shares on the SEM, the primary listing will be on the SEM and the secondary listing on the Alternative
Exchange of the JSE will be maintained.
1 October 2014
Corporate advisor and JSE sponsor
Java Capital
BSX sponsor: Global Custody and Clearing Limited, Bermuda
Date: 01/10/2014 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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