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Results of extraordinary general meeting
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”)
RESULTS OF EXTRAORDINARY GENERAL MEETING
Shareholders are referred to the announcement released on SENS and the Luxembourg Stock Exchange (“LuxSE”)
website on 24 August 2017, wherein shareholders were advised that IHL had posted a circular (“the circular”) to
shareholders relating to a scheme of arrangement in terms of section 179A of the BVI Business Companies Act, 2004,
as amended (“the scheme”), proposed by Redefine International P.L.C. (“Redefine International”) between IHL and
all its shareholders other than (i) Redefine Share Investments Limited, (ii) Redefine Properties Limited and (iii)
Southern Sun Africa Limited (collectively the “scheme members”) pursuant to which, on implementation of the
scheme (and subject to the scheme becoming unconditional in accordance with its terms):
- Redefine International will acquire all the shares in the Company held by the 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 Johannesburg Stock Exchange (“JSE”)
and the Euro MTF market of the LuxSE would be terminated (“the delisting”).
Shareholders are advised that at the extraordinary general meeting held on Friday, 15 September 2017 (the “EGM”),
all the resolutions required to approve the scheme and the delisting were passed by the requisite majority of
shareholders.
Shareholders are referred to the notice of the EGM attached to the circular for details of the resolutions referred to
below. Unless otherwise defined, words defined in the circular bear the same meaning in this announcement.
Details of the results of EGM are as follows:
- total number of IHL shares that could have been voted at the EGM was as follows -
- General shareholder resolution: 56,000,000; and
- Special resolution: 16,429,687.
- total number of IHL shares that were present/represented at the EGM for the General shareholder resolution:
54 588 867 (being 97.5% of the IHL shares that could have been voted at the EGM)
- total number of IHL shares that were present/represented at the EGM for the Special resolution: 15 018 554
(being 91.4% of the IHL shares that could have been voted at the EGM)
The results of voting by all shareholders on the resolutions, which can be found in the notice of EGM attached to the
circular, were as follows:-
Resolution For % Against % Withheld*
1. General shareholder resolution 54 247 908 99.4 340 609 0.6 350
2 Special resolution – scheme of arrangement 14 677 595 97.7 340 609 2.3 350
*It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and
against the resolution.
Shareholders are advised that the implementation of the scheme is subject to the scheme being approved by the Court
pursuant to section 179A of the BVI Companies Act, 2004 (the “Companies Act”) and such Court Order being filed
with the Registrar in compliance with the requirements of the Companies Act (the “condition precedent”).
The Company’s total issued share capital as at 15 September 2017 is 56,000,000 ordinary shares of GBP 0.001 pence
each.
Subject to the fulfilment of the condition precedent, the scheme will be implemented in accordance with the salient
dates and times set out below:
2017
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 SENS and the Monday, 16 October
LuxSE website on
Last day to trade in order to participate in the scheme consideration Tuesday, 24 October
Suspension of listing and admission to trading of Company’s shares on JSE Wednesday, 25 October
and the Euro MTF market of the LuxSE at commencement of trading
Record date on which scheme participants must be recorded in the register to Friday, 27 October
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 (if Monday, 30 October
documents of title are received on or prior to the record date) on or about
Holders of dematerialised shares should have their accounts (held at their Monday, 30 October
CSDP or broker) updated to reflect scheme consideration on
Termination of listing and admission to trading of IHL shares on both JSE Tuesday, 31 October
and the Euro MTF market of the LuxSE at the commencement of trading
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 LuxSE, which
constitutes its primary listing, and on the AltX of the JSE which constitutes its secondary listing.
15 September 2017
Date: 15/09/2017 05:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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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