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DELTA AFRICA PROPERTY HOLDINGS LIMITED - Posting Of Circular, Notice Of General Meeting And Abridged Listing Particulars Of Delta Africa

Release Date: 04/04/2016 14:15
Code(s): DLA     PDF:  
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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.

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