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Posting of Circular and Notice of General Meeting
MARA DELTA PROPERTY HOLDINGS LIMITED
(previously Delta Africa Property Holdings Limited)
(Registered by continuation in the Republic of Mauritius)
(Registration number 128881 C1/GBL)
JSE share code: MDP
SEM share code: DEL.N0000
ISIN: MU0473N00028
(“Mara Delta” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1 Shareholders are referred to the announcement released by Mara Delta on SENS and on the website of
the Stock Exchange of Mauritius Limited (“SEM”) on 27 June 2016, advising shareholders of the proposed
acquisition from Rockcastle Global Real Estate Company Limited (“Rockcastle”) of 100% of the issued
share capital of Lusaka Cosmopolitan Investments Limited (“LCI”) and all amounts owing to Rockcastle by
LCI, for a purchase consideration of USD24 167 597 (“Acquisition”).
1.2 The Acquisition will result in Mara Delta acquiring, via LCI, an effective 50% interest in Cosmopolitan Mall,
a new A?grade Zambian retail shopping centre anchored by multinational tenants with US Dollar
underpinned leases.
1.3 When aggregated, the purchase consideration for the Acquisition, together with the consideration in
respect of Mara Delta’s previous acquisition from Rockcastle of a 50% interest in two Zambian retail
properties (as announced on 20 October 2015), result in the Acquisition being categorised as a category
1 transaction in terms of the Listings Requirements of the JSE Limited (“JSE Listings Requirements”),
requiring shareholder approval. The Acquisition constitutes an undertaking in the ordinary course of
business of Mara Delta and therefore does not fall under the scope of Chapter 13 of the SEM Listing Rules.
2. MOROCCO MANAGEMENT AGREEMENT
2.1 Mara Delta has been aggressively pursuing the conversion of its Moroccan subsidiary, Freedom Property
Fund SARL (“Morocco Fund”), into a real estate investment trust (“REIT”) or similar entity under
Moroccan law, with the aim of significantly reducing any tax leakage in the structure, attracting additional
investors, allowing for cost?effective expansion of its portfolio of real estate assets in Morocco and,
ultimately, listing on a recognised stock exchange.
2.2 Moroccan REIT legislation requires an external management company to undertake the management of
any REIT operating in the country. Mara Delta has therefore decided to participate in the formation of an
asset manager (or REIT manager), Morocco REIT Management SA (“Morocco Asset Manager”), in which
it will hold a 20% stake. It is proposed that the Morocco Fund will enter into an agreement to appoint the
Morocco Asset Manager as its REIT manager as part of the conversion of the Morocco Fund into a
Moroccan REIT (“Morocco Management Agreement”). The Morocco Asset Manager will undertake the
management of the Morocco Fund and its assets and provide related services in terms of the Morocco
Management Agreement.
2.3 The JSE Listings Requirements require that the appointment of an external asset manager be approved by
a majority of disinterested shareholders.
3. DISTRIBUTION OF THE CIRCULAR
3.1 Shareholders are advised that a circular detailing the Acquisition and the salient terms of the Morocco
Management Agreement, will be distributed to shareholders today, 2 September 2016 (“Circular”). The
Circular incorporates a notice convening a general meeting of shareholders (“General Meeting”) for
purposes of considering and approving the Acquisition, the Morocco Management Agreement and related
matters.
3.2 The Circular will also be available on the Company’s website at www.maradelta.com. In addition, copies
of the Circular will be available for inspection, in English only, during normal business hours from
2 September 2016 until 30 September 2016 (both days inclusive) at the registered office of the Company
at the address set out below, at the offices of Mara Delta’s JSE Sponsor, PSG Capital Proprietary Limited,
at 1st Floor, Ou Kollege, Stellenbosch, South Africa and 1st Floor, Building 8, Inanda Greens Business Park,
54 Wierda Road West, Wierda Valley, Sandton, South Africa, and the South African Transfer Secretaries,
Computershare Investor Services Proprietary Limited, at Ground Floor, 70 Marshall Street, Johannesburg,
South Africa.
4. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of shareholders will be held at the offices of Intercontinental
Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time)
(08:00 South African time) on Saturday, 1 October 2016, at which General Meeting Mara Delta shareholders
will be requested to consider and, if deemed fit, to pass the resolutions set out in the notice of General
Meeting, as included in the Circular.
The Company has its primary listings on both the Official Market of the SEM and the main board of the JSE.
2 September 2016
PSG Capital Proprietary Limited: JSE sponsor and corporate advisor to Mara Delta
Perigeum Capital: SEM Authorised Representative and Sponsor to Mara Delta
Directors: Sandile Nomvete (chairman), Bronwyn Anne Corbett*, Peter Todd (lead independent), Maheshwar Doorgakant,
Chandra Kumar Gujadhur, Ian Macleod, Leon van de Moortele*, Ashish Thakkar, Jaqueline Roxanne van Niekerk and David
Stanley Savage
(*executive director)
Company secretary: Intercontinental Fund Services Limited
Registered address: Level 5, Alexander House, 35 Cybercity, Ebène, 72201, Mauritius
Transfer secretary (South Africa): Computershare Investor Services Proprietary Limited
Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services Limited
Corporate advisor and JSE sponsor: PSG Capital Proprietary Limited
Sponsoring Broker: Capital Markets Brokers Limited
SEM authorised representative and sponsor: Perigeum Capital Ltd
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 the Company accepts full responsibility for the accuracy of the information contained in this
communiqué.
Date: 02/09/2016 02:00:00 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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