Posting of circular, notice of scheme meeting and withdrawal of cautionary announcement
International Hotel Properties Limited
(previously International Hotel Group Limited)
(Incorporated in the British Virgin Islands)
(Company number 1862176)
JSE share code: IHL
LEI Code: 213800VGTQA4SMCAWP71
(“IHL” or the “Company”)
POSTING OF CIRCULAR, NOTICE OF SCHEME MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Posting of circular
Further to the announcement released on SENS and the LuxSE website on 19 July 2017, IHL
shareholders are advised that the Company has, on Thursday, 24 August 2017, posted a circular to IHL
shareholders relating to:
- the acquisition by Redefine International P.L.C (“Redefine International”) of all the shares of the
Company held by IHL shareholders other than Redefine Investments Limited, Redefine Properties
Limited and Southern Sun Africa Limited (“scheme members”) in consideration for the delivery to
scheme members of 2.5 Redefine International shares for every 1 share in the Company held by the
scheme members; and
- the listing and admission to trading of the Company’s shares on both the JSE and the Euro MTF
market of the LuxSE subsequently being terminated.
The circular is now available in electronic format on the Company’s website –
Defined terms used but not defined in this announcement have the meaning set out in the circular.
2. Notice of scheme meeting
Notice is hereby given that an extraordinary general meeting of IHL shareholders will be held at 09:00
(BVI time) on Friday, 15 September 2017, at the Company’s registered office at Coastal Buildings,
Wickhams Cay II, Road Town, Tortola, BVI VG1110, for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions required to approve the scheme.
3. Conditions precedent to the scheme
The scheme is subject to the fulfilment of the following conditions precedent:
- the scheme being approved by a majority representing not less than 75% of the votes exercisable
by the scheme members present and voting either in person or by proxy, at the scheme meeting;
- the scheme being approved by the Court pursuant to section 179A of the Companies Act and such
Court Order being filed with the Registrar in compliance with the requirements of the Companies
- the unconditional approval of the LuxSE, operating the Euro MTF market, the JSE and any other
regulatory authorities, including the South African Reserve Bank, to the extent required to the
delisting of the Company’s shares on both the Euro MTF market of the LuxSE and the JSE, prior to
the scheme meeting taking place.
4. Salient dates and times
The salient dates and times relating to the scheme meeting and the implementation of the scheme are
set out below:
Record date to receive the circular, incorporating the notice of Friday, 11 August
Circular, incorporating the notice of scheme meeting posted on Thursday, 24 August
Announcement relating to the issue of the circular, incorporating Thursday, 24 August
the notice of extraordinary general meeting released on the JSE
and Euro MTF market
Last day to trade in order to be eligible to vote at the scheme Tuesday, 5 September
Voting record date at close of trading on (voting record date) Friday, 8 September
Last day for receipt of proxies for the scheme meeting by 09:00 Wednesday, 13 September
(15:00 SA time)
Scheme meeting to be held at 09:00 (15:00 SA time) Friday, 15 September
Publication of results of scheme meeting on SENS and LuxSE Friday, 15 September
Court hearing to approve the scheme Thursday, 12 October
Register Court Order with Registrar Friday, 13 October
IF THE SCHEME IS SANCTIONED AND IMPLEMENTED:
Finalisation date announcement expected to be released on Monday, 16 October
SENS and the LuxSE website on
Last day to trade in order to participate in the scheme Tuesday, 24 October
Suspension of listing and admission to trading of Company’s Wednesday, 25 October
shares on JSE and the Euro MTF market of the LuxSE at
commencement of trading
Record date on which scheme participants must be recorded in Friday, 27 October
the register to receive the scheme consideration, by close of
trading on (scheme participants record date)
Operative date of the scheme at the commencement of trading Monday, 30 October
Scheme consideration posted to certificated scheme participants Monday, 30 October
(if documents of title are received on or prior to the record date) on
Holders of dematerialised shares should have their accounts (held Monday, 30 October
at their CSDP or broker) updated to reflect scheme consideration
Termination of listing and admission to trading of IHL shares on Tuesday, 31 October
both JSE and the Euro MTF market of the LuxSE at the
commencement of trading
1. These dates and times may be changed by mutual agreement between IHL and Redefine International. Any change will be
published in the press and on SENS.
2. Unless otherwise stated all times given in this document are local times in the BVI.
3. No dematerialisation or rematerialisation of shares is to take place after Tuesday, 24 October 2017.
5. Shareholder support
Irrevocable undertakings to vote in favour of the scheme have been received from IHL scheme
members holding in aggregate 14 456 183 IHL shares, representing 88% of the voting power if all
scheme members voted at the scheme meeting.
6. Withdrawal of cautionary
Following the release of this announcement and the availability of the circular, IHL shareholders are
advised that caution is no longer required when dealing in the Company’s shares.
For further information, please contact:
Luxembourg listing agent +352 263 868 602
JSE sponsor +27 (0) 11 722 3050
Osiris Secretarial Services Ltd +1 (284) 494 9820
Notes to editors:
IHL is a hotel and leisure focused property investment company which owns nine hotels in the UK. The
Company’s shares are currently listed on the official list and admitted to trading on the Euro MTF market of
the Luxembourg Stock Exchange, which constitutes its primary listing, and on the AltX of the JSE which
constitutes its secondary listing.
24 August 2017
Date: 24/08/2017 04:03:00 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
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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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