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Firm Intention Offer by Eastern Trading to acquire 100% of issued share cap of AH-Vest & Withdrawal of Cautionary
AH-VEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
("AH-Vest" or "the company")
Share code: AHL ISIN code: ZAE000129177
ANNOUNCEMENT OF FIRM INTENTION OFFER BY EASTERN TRADING COMPANY PROPRIETARY LIMITED ("Eastern
Trading" and "the offeror") TO ACQUIRE 100% OF THE ISSUED ORDINARY SHARE CAPITAL OF AH-VEST NOT
ALREADY HELD BY IT OR ITS ASSOCIATES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that on 13 May 2025 the board of directors of the company ("the board") received an
expression of interest ("the offer") to acquire 100% of the issued ordinary shares of the company not already held
by the offeror or its associates ("the offer shares" and "the proposed transaction").
It is intended that the proposed transaction will be implemented by way of a scheme of arrangement in terms
of sections 114 and 115 of the Companies Act, 2008 ("the Act" and "the scheme").
The proposed transaction is classified as an affected transaction in terms of section 117 of the Act, and, in
accordance with the provisions of Regulation 90 of the Act, the board has appointed a sub-committee of the
board, comprising of C Sambaza, UC Speirs, and E Ally, all of whom are considered independent of the offeror
and offer("the independent board"), to oversee the process. The independent board has in turn appointed
Valeo Capital Proprietary Limited as the expert as required by the Takeover Regulation Panel ("the TRP" and "the
expert"). The expert will provide the independent board with advice regarding the proposed transaction and
the scheme and make appropriate recommendations to the independent board on behalf of shareholders.
The recommendations of the board and the independent board and the report of the expert will be included in
a circular to the shareholders of AH-Vest containing the terms and conditions governing the proposed transaction
and the scheme ("the scheme circular") which will be distributed to shareholders subject to the fulfilment of the
conditions set out in paragraph 4 below.
OFFER CONSIDERATION
- The consideration in terms of the offer is 55 (fifty five) cents per offer share ("the offer consideration"), payable
in cash. The aggregate consideration payable on successful implementation of the scheme will therefore be
R 2 421 510.
- The offer consideration constitutes a premium of 1833% over the market price of 3 cents per AH-Vest Share
on 12 May 2025, the last trading day on the Johannesburg Stock Exchange ("the JSE") prior to the release of
the first cautionary announcement by the Company in respect of a proposed transaction. Eastern Trading in
the six-month period preceding the delivery of the offer has not traded in AH-Vest shares.
INFORMATION REGARDING EASTERN TRADING, THE OFFEROR AND RATIONALE FOR THE SCHEME
The offeror, Eastern Trading, presently own or control 97 632 985 ordinary shares in the company, constituting
95.7% of its issued share capital.
The recent changes in Section 10 of the JSE Listings Requirements around ordinary course of business as well as
the erratic share price and poor liquidity of the share effectively removes the reason for maintaining a listing on
the JSE. The resultant cost of compliance due to the low market capitalisation is prohibitive.
The offeror has therefore made the offer to the board.
In the circumstances, the proposed transaction is, in the view of the board, worthy of consideration by AH-Vest
shareholders as envisaged in terms of the scheme.
CONDITIONS PRECEDENT TO THE SCHEME
The scheme will be subject to the fulfilment of the following conditions precedent by 30 September 2025, or such
later date as the offeror and the company may agree to in writing:
- approval of the scheme by the requisite majority of AH-Vest shareholders who are entitled to vote, as
contemplated in section 115(2) of the Act, and:
• to the extent required, the approval and the implementation of such resolution by the court as
contemplated in section 115(3)(a) of the Act; and
• if applicable, the company not treating the aforementioned resolution as a nullity, as contemplated in
section 115(5)(b) of the Act; and
- AH-Vest shareholders not having exercised appraisal rights by giving valid demands to this effect to the
company, in terms of section 164(7) of the Companies Act, in respect of more than 15% of the offer shares
within 30 business days following the scheme meeting, provided that, in the event that any AH-Vest
shareholders give notice objecting to the scheme, as contemplated in section 164(3) of the Act, and those
AH-Vest shareholders vote against the resolution proposed at the scheme meeting to approve the scheme,
but do so in respect of not more than 15% of the offer shares, this condition shall be deemed to have been
fulfilled at the time of the scheme meeting; and
- the expert having prepared and submitted a fair and reasonable opinion to the independent board; and
- the independent board having resolved to recommend acceptance of the scheme to the AH-Vest
shareholders.
SHAREHOLDINGS, ACTING AS PRINCIPAL AND CONCERT PARTIES
The offeror confirms that it presently owns or controls 97 632 985 ordinary shares in the company (95.7% of the
issued ordinary share capital), that it is the ultimate proposed purchaser of all the offer shares and is not acting
in concert with, or as an agent or broker for, any other party.
FUNDING THE OFFER CONSIDERATION
The maximum scheme consideration will be R2 641 647. The offeror has confirmed to the company that sufficient
cash resources are available for the payment of the scheme consideration in terms of the scheme, and in
compliance with Regulations 111(4) and 111(5) of the Act, Albaraka Bank Limited has provided irrevocable
unconditional confirmation that such cash is held in escrow at the disposal of the TRP.
UNDERTAKINGS
The offeror is pursuing irrevocable undertakings to vote in favour of the scheme and the resolutions to be
proposed at the scheme meeting from certain AH-Vest shareholders, although none have been secured at the
date of this announcement. Details will be included in the scheme circular to be distributed to shareholders in
due course
TERMINATION OF THE LISTING OF AH-Vest
Should the scheme be implemented as contemplated in this announcement, AH-Vest will become a wholly
owned subsidiary of the offeror and the listing of the company on the JSE will be terminated.
SCHEME CIRCULAR
The scheme circular relating to the proposed transaction, incorporating the terms of the scheme, the report of
the expert, the notice of the scheme meeting, a form of surrender and a form of proxy will, be distributed to AH-
Vest shareholders during July 2025. The salient dates and times in relation to the scheme will be published on the
date of posting the scheme circular and will also be contained in the scheme circular.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement released on 13 May 2025, is hereby withdrawn following the receipt of the offer
and guarantee. Accordingly, caution is no longer required to be exercised by shareholders when dealing in their
securities.
RESPONSIBILITY STATEMENT
The board, the independent board and the offeror accept responsibility for the information contained in this
announcement, and certify that, to the best of their respective knowledge and belief, the information is true and,
where appropriate, this announcement does not omit anything likely to affect the importance of the information
included.
By order of the board.
JOHANNESBURG
23 June 2025
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 23-06-2025 02:40:00
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