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Capital Raise to fund Yield Accretive Acquisitions and Distribution of Circular to Shareholders
MARA DELTA PROPERTY HOLDINGS LIMITED
(previously Delta Africa Property Holdings Limited)
(Registered by continuation in the Republic of Mauritius)
(Registration number: C128881 C1/GBL)
JSE share code: MDP
SEM share code: DEL.N0000
ISIN: MU0473N00028
(“Mara Delta” or “the Company”)
CAPITAL RAISE TO FUND YIELD ACCRETIVE ACQUISITIONS AND DISTRIBUTION OF CIRCULAR TO
SHAREHOLDERS
Shareholders are advised that the Company intends to undertake a capital raise involving the issue of up to
125 513 408 new Mara Delta ordinary shares (“Additional Shares”) at a minimum issue price of USD 1.54 per
share in order to fund the acquisitions of:
- the Tamassa Resort, as announced on the Stock Exchange News Service (“SENS”) of the JSE Limited
(“JSE”) and on the website of the Stock Exchange of Mauritius Ltd (“SEM”) on 30 September 2016;
- the Cosmopolitan Mall in Lusaka, Zambia, as announced on SENS and on the SEM website on 27 June
2016;
- VALE Accommodation Compound in Tete, Mozambique, as announced on SENS and on the SEM website
on 17 February 2016;
- a distribution warehouse in Nairobi, Kenya, further details of which will be announced on SENS and on
the SEM website in due course;
- Anadarko Phase II in Maputo, Mozambique, as disclosed in the Company’s integrated annual report for
the year ended 30 June 2016;
- Bollore Warehouse in Pemba, Mozambique, as announced on SENS and on the SEM website on
16 February 2016; and
- a 45% stake in Beachcomber Hospitality Investment Limited, being the acquisition referred to in Mara
Delta’s announcement on SENS and on the SEM website on 25 October 2016,
as well as the Future Acquisitions referred to in paragraph 9.3 of the Company’s listing particulars dated 4 April
2016.
Shareholders are further advised that a circular, containing written resolutions to be considered and voted on
in writing in terms of Section 117 of the Mauritian Companies Act 2001, will be distributed to shareholders
today, 4 November 2016 (“Circular”). The purpose of the written resolutions is to provide the directors of Mara
Delta with the authority to issue the Additional Shares at a minimum price of USD 1.54 per share, representing
an approximate discount of 5.68% to net asset value (“NAV”) per share of Mara Delta as at 30 June 2016 and
an approximate discount of 11.49% to SEM trading price of Mara Delta shares of USD 1.74 as at close of trade
on 28 October 2016.
The rationale for issuing the shares at a discount to NAV per share can be summarised as follows:
a. all asset acquisitions are highly yield accretive, thus allowing Mara Delta to issue the shares at a discount to
NAV without dilution of the distribution per share;
b. the asset acquisitions provide for a significant increase in the depth and quality of the property portfolio,
providing greater diversification of the asset base and associated concentration risk in any specific country
(with a significant increase in the exposure to Mauritius and resultant reduction of concentration risk in
Mozambique);
c. the capital raise for the asset acquisition allows the Company to significantly increase its market
capitalisation and allows for a number of smaller investors to take up shares on the SEM, providing a
significantly larger free float and ultimately liquidity of the share; and
d. the increase in size will benefit all shareholders as Mara Delta will move significantly closer to the qualifying
criteria for entrance into the SEM10 (SEM) and SAPY (JSE) indexes.
The salient dates in respect of the Circular are as follows:
DESCRIPTION DATE
Last day to trade on the South African share register Tuesday, 25 October 2016
for record date purposes
Record date to determine which shareholders on the Friday, 28 October 2016
South African share register are entitled to receive
the Circular
Record date to determine which shareholders on the Friday, 28 October 2016
Mauritian share register are entitled to receive the
Circular
Circular distributed to shareholders on Friday, 4 November 2016
Closing date for voting on the written resolutions Friday, 2 December 2016
(“Closing Date”)
Results on the voting to be released on SENS and the The business day on which the written resolutions
SEM website have been adopted by shareholders
Posting of statement describing the resolution and Within 7 business days after the adoption of the
results of the vote written resolutions
Notes:
1. Dates and times are subject to amendment. Any such changes will be released on SENS and on the SEM website.
2. In order for the resolutions to be adopted, at least 75% of all the voting rights exercised on the resolutions, must have been exercised
in favour of the resolutions, which is anticipated to be sooner than the Closing Date as set out above.
The issuing of the Additional Shares does not require shareholder approval in terms of the JSE Listings
Requirements as they will be issued in terms of a vendor consideration placing. Accordingly, shareholder approval
is being sought purely to comply with the SEM Listing Rules.
The Circular will 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 4 November 2016 until 2
December 2016 (both days inclusive) at the registered office of the Company at Intercontinental Fund Services
Limited, Level 5, Alexander House, 35 Cybercity, Ebene 72201, Mauritius.
Mara Delta has its primary listings on both the Official Market of the SEM and the Main Board of the JSE.
4 November 2016
PSG Capital Proprietary Limited Perigeum Capital Ltd
JSE sponsor and corporate advisor to Mara Delta 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, Jacqueline
Rouxanne van Niekerk and David Stanley Savage
(*executive director)
Company secretary: Intercontinental Fund Services Limited
Registered address: c/o Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebene
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 Rule 5(1) of the
Securities (Disclosure Obligations of Reporting Issuers) Rules 2007.
The board of directors of the Company accepts full responsibility for the accuracy of the information contained in
this communiqué.
Date: 04/11/2016 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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