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INTERNATIONAL HOTEL PROPERTIES LIMITED - Posting of circular, notice of scheme meeting and withdrawal of cautionary announcement

Release Date: 24/08/2017 16:03
Code(s): IHL     PDF:  
 
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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
ISIN: VGG487261064
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 –
   http://www.internationalhotelproperties.com/

   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
       Act; and

   -   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:

                                                                                                  2017

    Record date to receive the circular, incorporating the notice of                 Friday, 11 August
    scheme meeting

    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
    meeting

    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
    website

    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
    consideration

    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
    or about

    Holders of dematerialised shares should have their accounts (held               Monday, 30 October
    at their CSDP or broker) updated to reflect scheme consideration
    on
    
    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

    Notes:
    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:

M Partners
Luxembourg listing agent                                   +352 263 868 602

Java Capital
JSE sponsor                                                +27 (0) 11 722 3050

Company Secretary
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
 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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