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Posting Of Circular, Notice Of General Meeting And Abridged Listing Particulars Of Delta Africa
DELTA AFRICA PROPERTY HOLDINGS LIMITED
(Registered by continuation in the Republic of
Mauritius)
(Registration number 128881 C1/GBL)
JSE share code: DLA
SEM share code: DEL.N0000
ISIN: MU0473N00010
(“Delta Africa” or “the Company”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND ABRIDGED LISTING PARTICULARS OF DELTA AFRICA
(TERMED AS ABRIDGED REVISED LISTING PARTICULARS UNDER THE JSE LISTINGS REQUIREMENTS)
1. INTRODUCTION
1.1. Shareholders of the Company (“Shareholders”) are referred to the joint announcements released by the
Company and The Pivotal Fund Limited (“Pivotal”) on SENS and on the website of the Stock Exchange of
Mauritius Limited (“SEM”) on 17 November 2015, 7 December 2015 and 1 April 2016 (“Transaction
Announcements”), advising Shareholders of the proposed acquisition by Delta Africa of certain property
assets from Pivotal, a specific issue of shares for cash by Delta Africa, as well as various related matters,
as more fully described in those announcements (collectively, “Pivotal Transaction”).
1.2. As the acquisition by Delta Africa of such property assets from Pivotal constitutes a category 1
transaction in terms of the Listings Requirements of the JSE Limited (“JSE Listings Requirements”), Delta
Africa is required to distribute a circular to Shareholders (“Circular”). The Circular also incorporates
listing particulars in respect of the Company (termed as “revised listing particulars” under the JSE Listings
Requirements) (“Listing Particulars”).
1.3. The Listing Particulars were approved by the Listing Executive Committee (“LEC”) of the SEM on Monday,
4 April 2016, while the Circular and Listing Particulars have likewise been approved by the JSE.
1.4. Pursuant to the Listing Particulars, the LEC has approved the further issue and listing of up to
165 831 354 ordinary shares of the Company.
1.5. Terms appearing in title case in this announcement and that are not otherwise defined, bear the
meanings ascribed to them in the Circular and the Listing Particulars.
2. DISTRIBUTION OF CIRCULAR AND LISTING PARTICULARS
2.1. The Circular and Listing Particulars will be distributed to Shareholders today, 4 April 2016. The Circular
incorporates a notice convening a general meeting of Shareholders (“General Meeting”) for purposes of
considering and adopting those resolutions required in connection with the Pivotal Transaction.
2.2. Shareholders are advised to review the Circular and Listing Particulars for detailed information regarding
the Pivotal Transaction, Delta Africa and its subsidiaries and related aspects. The Circular and Listing
Particulars are available on the Company’s website at www.deltainternationalproperty.com.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders will be held at 10:00 (Mauritian time)
(08:00 South African time) on Friday, 6 May 2016, at the offices of Intercontinental Fund Services Limited,
Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in the notice of the General Meeting included
in the Circular.
4. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the Pivotal
Transaction.
Date
2016
Record date to determine which Shareholders are entitled to
receive the Circular Friday, 18 March
Circular containing Listing Particulars, Notice of General
Meeting and forms of proxy distributed to Shareholders on Monday, 4 April
Abridged Listing Particulars and notice convening the General
Meeting released on SEM and SENS on Monday, 4 April
Abridged Listing Particulars and notice convening the General
Meeting published in the South African and Mauritian press on
or about Tuesday, 5 April
Last day to trade in order to be eligible to vote at the General
Meeting Thursday, 21 April
Record date to be eligible to vote at the General Meeting Friday, 29 April
Last day to lodge forms of proxy in respect of the General
Meeting by 10:00 (Mauritian time) (08:00 South African time)
on Thursday, 5 May
General meeting of Shareholders to be held at 10:00
(Mauritian time) (08:00 South African time) on Friday, 6 May
Results of the General Meeting released on SEM and SENS on Friday, 6 May
Results of the General Meeting published in the South African
and Mauritian press on Monday, 9 May
Anticipated date on which the Registrar of Companies in Tuesday, 24 May
Mauritius is to issue a new certificate of incorporation on the
change of name to “Mara Delta Property Holdings Limited”
Confirmation and receipt of new ISIN on or about Thursday, 26 May
Finalisation announcement regarding the change of name to Friday, 27 May
be published on or about
Last day to trade under the old name “Delta Africa Property Friday, 3 June
Holdings Limited” on or about
Change of name under the abbreviated name of “MaraDelta”, Monday, 6 June
new ISIN to be advised and share codes “DEL.N0000” and
“MDP” on SEM and the JSE respectively, effective from the
commencement of business on or about
Anticipated record date for the change of name Friday, 10 June
Dematerialised Shareholders’ accounts updated with the new Monday, 13 June
name by their CSDP or broker on or about
Anticipated date of implementation of the Wings Acquisition Thursday, 1 September
(Delta Subscription Date)
Notes
- The above dates and times are subject to amendment. Any such amendment will be released on SEM and SENS.
- If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
- No transfer of shares between sub-registers in Mauritius and South Africa may take place between Monday, 6
June 2016 and Friday, 10 June 2016, both days inclusive.
5. ABRIDGED LISTING PARTICULARS OF DELTA AFRICA
These abridged listing particulars are not an invitation to the public to subscribe for securities, but are issued
in compliance with the JSE Listings Requirements, for the purpose of providing information to the public
and Shareholders with regard to the Company.
5.1. Background to Delta Africa
5.1.1. Delta Africa, previously Delta International Property Holdings Limited, was incorporated on 16 May
2012 in Bermuda and was transferred via continuation to Mauritius on 11 March 2015.
5.1.2. Delta Africa debuted on the SEM and migrated to the main board of the JSE on 30 March 2015 and
10 July 2015 respectively, and now holds dual primary listings on both exchanges.
5.2. Overview of Delta Africa
5.2.1. Delta Africa invests in African real estate assets (excluding South Africa) underpinned by US Dollar-
denominated long-term leases with high quality tenants, with a view to generating strong sustainable
income.
5.2.2. Given the high economic growth experienced in a number of countries in Africa and the resultant
rapid expansion and investment in infrastructure to support this growth, Delta Africa was founded to
offer investors direct participation in property markets on the continent (excluding South Africa),
effectively earning dollar-based income at emerging market yields. The African continent is
increasingly regarded as the world’s next growth opportunity, as relative political stability across the
continent supports foreign direct investment and the progressive formalisation of economies. The
increasing number of economies on the continent that are embracing REIT legislation and Delta
Africa’s unique positioning as a market leader in this regard will allow its stakeholders to maximise
their investment returns.
5.2.3. Delta Africa’s Current Portfolio includes properties in Mauritius, Morocco, Mozambique and Zambia.
Following the implementation of the Pivotal Transaction, the Company’s Property Portfolio will
expand to include an interest in properties in Nigeria and Kenya.
5.3. Investment Strategy
5.3.1. Delta Africa’s experienced executives have in-depth practical experience of the property sector in the
Company’s target jurisdictions and have established, solid relationships with key stakeholders
including large, reputable developers, international blue chip tenants, key regulators and
administrators, which the Company intends to leverage fully in future.
5.3.2. Delta Africa’s immediate focus will be to capitalise on its knowledge base by expanding within its
current jurisdictions. The existing footprint and brand awareness in the operating jurisdictions have
provided Delta Africa with a large pipeline of assets, allowing it to cherry pick the highest yielding
assets that fall within the Company’s investment criteria.
5.3.3. Delta Africa has continued to diversify its portfolio by sector and region by tapping into the lucrative
corporate accommodation market in Mozambique, retail assets in Zambia, and offices in Mauritius
underpinned by US Dollar based leases with strong counterparty tenants.
5.3.4. The inclusion of Pivotal as a strategic shareholder and the Promotors Agreement will provide the
Company with a significant pipeline of assets into the future. Delta Africa will introduce developments
into the fund on a measured approach, with initial exposure to developments limited to between
10% to 20% of Delta Africa’s gross asset value. Any new development will first need to meet the
stringent investment criteria as stipulated by the Investment Committee (i.e. US Dollar underpinned
leases with strong counterparty tenants) without diluting the dividend yield of the Company.
5.3.5. Delta Africa’s long-term strategy for new jurisdictions will focus on economies on the continent that
have already embraced REIT legislation.
5.4. Share capital
5.4.1. The authorised and issued share capital of the Company, as at the date of the Listing Particulars, is
set out below:
Number of shares USD m
Authorised share capital
7 500 000 000 -
Ordinary shares of no par value
Issued share capital
95 346 757 160.4
Stated capital – Ordinary shares of no par
value
- -
Treasury shares
5.4.2. Following the implementation of the Pivotal Transaction, the authorised and anticipated issued share
capital of the Company will be as follows:
Number of shares USD m
Authorised share capital
7 500 000 000 -
Ordinary shares of no par value
Issued share capital
149 169 633 252.6
Stated capital – Ordinary shares of no par
value
- -
Treasury shares
5.5. Delta Africa Directors
As indicated in the Transaction Announcements and the Listing Particulars, the Framework Agreement
envisages that the implementation of the Pivotal Transaction will be accompanied by certain changes to
the Board. Upon the Pivotal Transaction becoming unconditional and being implemented, the Board
will comprise the following directors (including new directors):
Full name Age Capacity Business Address
Sandile Hopeson 42 Non-executive chairman Silver Stream Office Park
Nomvete 10 Muswell Road
South Bryanston
South Africa
Bronwyn Anne 34 Chief executive officer 3rd Floor, La Croisette Mall, Grand
Corbett Baie
Mauritius
Leon Paul van de 40 Chief financial officer 3rd Floor, La Croisette Mall, Grand
Moortele Baie
Mauritius
Ashish Thakkar 33 Non-executive Director 3202, Emaar Boulevard
Plaza Tower 1
Burj Khalifa, Community
Dubai
U.A.E.
Jacqueline Roxanne 32 Non-executive Director Fairway Office Park
van Niekerk 52 Grosvenor Road
Bryanston
South Africa
David Stanley 51 Non-executive Director Fairway Office Park
Savage 52 Grosvenor Road
Bryanston
South Africa
Peter Todd 56 Lead independent non- 3rd Floor, La Croisette Mall
executive Director Grand Baie
Mauritius
Ian Donald Macleod 62 Independent non-executive 30 Baker Street
Director Rosebank
South Africa
Maheshwar 38 Non-executive Director 4th Floor Raffles Tower
Doorgakant Ebene
Mauritius
Chandra Gujadhur 68 Non-executive Director 4th Floor Raffles Tower
Ebene
Mauritius
Ian Chambers 50 Non-executive Director 2nd Floor Nautica Commercial
Centre
La Mivoie
Riviere Noire
Mauritius
5.6. Copies of the Circular
Copies of the Circular, including the Listing Particulars, will be available for inspection by Shareholders
during normal business hours at the registered office of the Company, as shown below, and from the
JSE sponsor, PSG Capital Proprietary Limited, at 1st Floor, Ou Kollege Building, Stellenbosch, South Africa
and 1st Floor, Building 8, Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton,
South Africa, from 4 April 2016 until 6 May 2016 (both days inclusive).
4 April 2016
PSG Capital Proprietary Limited: JSE sponsor and corporate advisor to Delta Africa
Intercontinental Fund Services Limited: Company Secretary to Delta Africa
Delta Africa directors: Sandile Nomvete (chairman), Greg Pearson*, Bronwyn Anne Corbett*, Peter Todd (lead
independent), Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod and Leon van de Moortele*
(*executive director)
Company secretary of Delta Africa: Intercontinental Fund Services Limited
Registered address of Delta Africa: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius
Transfer secretary (South Africa) of Delta Africa: Computershare Investor Services Proprietary Limited
Registrar and transfer agent (Mauritius) of Delta Africa: Intercontinental Secretarial Services Limited
Corporate advisor and JSE Sponsor of Delta Africa: PSG Capital Proprietary Limited
SEM sponsor of Delta Africa: Capital Markets Brokers Limited
This Notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and the Securities Act of
Mauritius 2005.
The board of directors of Delta Africa Property Holdings Limited accepts full responsibility for the accuracy of the
information contained in this communiqué.
Date: 04/04/2016 02:15:00 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.