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ARROWHEAD PROPERTIES LIMITED - Conversion to a single class of shares: posting of circular and notices of general meeting

Release Date: 18/12/2015 14:33
Code(s): AWB AWA     PDF:  
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Conversion to a single class of shares: posting of circular and notices of general meeting

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000203105
JSE share code: AWB ISIN: ZAE000203113
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)


CONVERSION TO A SINGLE CLASS OF SHARES: POSTING OF CIRCULAR AND NOTICES OF GENERAL MEETING


INTRODUCTION

Further to the announcement released on SENS on 7 October 2015, Arrowhead shareholders are advised that the company has, on
Friday, 18 December 2015, posted a circular to shareholders (the “circular”) relating to the restructure of the company’s dual-
class share capital structure to a single-class share capital structure by way of:

    - an amendment of the company’s existing memorandum of incorporation in order to effect the conversion of each “B”
      ordinary share into an “A” ordinary share;
    - the reclassification of the “A” ordinary shares as ordinary shares; and
    - the adoption of a new memorandum of incorporation to take account of the change in the company’s capital structure and
      to reflect the terms applicable to the ordinary shares,

(collectively the “share capital restructure”).

The circular contains:

    - a notice convening a general meeting of all Arrowhead shareholders, at 10:00 on Thursday, 28 January 2016 (“combined
      general meeting”);
    - a notice convening a general meeting of Arrowhead “A” shareholders, at the later of 10:10 and five minutes after the
      combined general meeting (“general meeting of “A” shareholders”); and
    - a notice convening a general meeting of Arrowhead “B” shareholders, at the later of 10:20 and five minutes after the
      completion of the general meeting of “A” shareholders (“general meeting of “B” shareholders”),

each to be held at the registered office of Arrowhead at 2nd Floor, 18 Melrose Boulevard, Melrose Arch, Johannesburg, 2196, for
the purposes of considering and, if deemed fit, passing, with or without modification, the resolutions required to approve the share
capital restructure.

The circular is also available in electronic format on the company’s website at www.arrowheadproperties.co.za.

RATIONALE

Arrowhead currently has two classes of shares, being “A” shares and “B” shares. The “A” shares receive either 15 cents per
quarter (60 cents per annum) or 50% of the total distributable income per combined “A” share and “B” share, whichever is higher.
In terms of Arrowhead’s memorandum of incorporation, when the distribution per “A” share in respect of each income period for
four consecutive income periods exceeds 30 cents, the “B” shares will automatically convert into “A” shares, creating a single
class of Arrowhead security.

The “A” shares and “B” shares have however entitled the holders thereof to the same distribution since the first quarter of
Arrowhead’s 2014 financial year (when the quarterly distribution per “A” share exceeded 15 cents for the first time) and there is
now no meaningful difference between the economic participation of holders of the “A” shares and “B” shares. In the
circumstances, Arrowhead believes that there is merit in accelerating the creation of a single class of Arrowhead security, in order
to simplify the capital structure and improve liquidity.




SALIENT DATES AND TIMES

The salient dates and times relating to the share capital restructure are as set out below.
                                                                                                                       2015
Record date to receive circular                                                                         Friday, 11 December
Circular posted                                                                                         Friday, 18 December
Announcement relating to the issue of the circular released on SENS                                     Friday, 18 December
Announcement relating to the issue of the circular published in the press                               Monday, 21 December
                                                                                                                       2016
Last day to trade in order to be eligible to vote at the meetings                                        Friday, 15 January
Voting record date                                                                                       Friday, 22 January
Last day to lodge forms of proxy for the combined general meeting with the transfer secretaries,
by 10:00                                                                                                Tuesday, 26 January
Last day to lodge forms of proxy for the general meeting of “A” shareholders with the transfer
secretaries, by 10:10                                                                                   Tuesday, 26 January
Last day to lodge forms of proxy for the general meeting of “B” shareholders with the transfer
secretaries, by 10:20                                                                                   Tuesday, 26 January
Combined general meeting held at 10:00                                                                 Thursday, 28 January
General meeting of “A” shareholders held at the later of 10:10 and five minutes after the
completion of the combined general meeting                                                             Thursday, 28 January
General meeting of “B” shareholders held at the later of 10:20 and five minutes after the
completion of the general meeting of “A” shareholders                                                  Thursday, 28 January
Results of the general meetings released on SENS                                                       Thursday, 28 January
Results of the general meetings published in the press                                                   Friday, 29 January
Last date for Arrowhead to send notice of the adoption of the new memorandum of incorporation
to shareholders who qualify to receive such notice in terms of section 164(4) of the Companies
Act (if any)                                                                                          Thursday, 11 February
Last date for shareholders to deliver a written notice to the company demanding that the company
pay the shareholder the fair value for all of the Arrowhead shares held by that shareholder in
terms of section 164(7) of the Companies Act1                                                         Thursday, 25 February
Expected finalisation date of the restructure                                                           Friday, 26 February
Finalisation announcement in respect of the restructure expected to be released on SENS                 Friday, 26 February
Finalisation announcement in respect of the restructure expected to be published in the press           Monday, 29 February
Expected last day to trade in Arrowhead “A” and “B” shares on the JSE prior to the restructure              Friday, 4 March
Expected suspension of Arrowhead “B” shares under share code AWB and ISIN ZAE000203113
on the JSE from 09:00                                                                                       Monday, 7 March
Expected reclassification of “A” shares as ordinary shares, under the existing share code AWA
and ISIN ZAE000203105 from 09:00                                                                            Monday, 7 March
Expected listing and commencement of trading of 468 732 268 Arrowhead ordinary shares (being
the former “B” shares, now converted to “A” shares and reclassified as ordinary shares) under the
existing share code AWA and ISIN ZAE000203105, such that the total number of listed ordinary
shares is 937 464 536 (equivalent to the total issued “A” and “B” shares prior to the restructure),
from 09:00                                                                                                  Monday, 7 March
Expected restructure record date                                                                           Friday, 11 March
Expected implementation date                                                                               Monday, 14 March
Expected date dematerialised shareholders reflected in the register on the restructure record date
have their accounts at their CSDP or broker updated with ordinary shares and statements of
allocation posted to Arrowhead shareholders holding certificated shares and reflected in the
register on the restructure record date (provided documents of title have been surrendered by
certificated shareholders under cover of the form of surrender before 12:00 on the restructure            Monday, 14 March
record date)
Expected termination of listing of “B” shares at 09:00                                                    Monday, 14 March

Notes:

1.       This date applies to shareholders who objected to the adoption of the new MOI in terms of section 164(3) of the Companies Act before
         10:00 on Thursday, 28 January 2016 and thereby qualify to receive notice of the adoption of the new MOI in terms of section 164(4) of
         the Companies Act and who actually receive notice on Friday, 29 January 2016. The date applicable to any specific shareholder should
         be determined in terms of section 164(7) of the Companies Act.
2.       Arrowhead shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
         settlement of trades takes place five business days after such trade. Therefore, shareholders who acquire Arrowhead shares after close of
         trade on Friday, 15 January 2016 will not be eligible to vote at the general meetings.
3.       All dates and times are local dates and times in South Africa and are subject to change. Any changes will be released on SENS and
         published in the press.

18 December 2015


Corporate advisor, tax advisor and sponsor                                                 Legal advisor
Java Capital                                                                               Cliffe Dekker Hoymeyr
Date: 18/12/2015 02:33:00 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
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